Cargills Ceylon : CIRCULAR TO SHAREHOLDERS AR 202223

Annual Report 2022/23

Kotmale Holdings PLC

Notice of Annual General Meeting

Notice is hereby given that the fifty sixth Annual General Meeting of Kotmale Holdings PLC (the Company) will be held at the Institute of Chartered Accountants of Sri Lanka, 30A, Malalasekara Mawatha, Colombo 07 on Friday, 28 July 2023, at 8.30 a.m and the business to be brought before the meeting will be :

To Read the Notice convening the Meeting, and

1. To receive and consider the Annual Report of the Directors and the Financial Statements for the year ended 31 March 2023, with the Report of the Auditors thereon.
2. To re-elect Directors
3. 1. Mr. M. I. Abdul Wahid, who retires by rotation in terms of the Company's Articles of Association and being eligible offers himself for re-election
   2. Mr D.S. Jayawardhana who was appointed on 20 April 2023 also retires in terms of the Company's Articles of Association and being eligible offers himself for re-appointment
   3. Mr. A. T. P. Edirisinghe who retires in terms of Section 210 (2) (b) of the Companies Act No. 07 of 2007 having surpassed seventy years of age and offers himself for re-election in terms of Section 211 (1) and (2) of the Companies Act No. 07 of 2007, and accordingly pass the following Ordinary Resolution:
      Ordinary Resolution (i)
      "Resolved that Mr. A.T.P. Edirisinghe, a retiring Director, who has attained the age of seventy seven years be and is hereby reappointed a Director of the Company and it is hereby declared that the age limit of seventy years referred to in Section 210 of the Companies Act No. 07 of 2007 shall not apply to the appointment of the said Director"
4. To authorise the Directors to determine contributions to charities for the financial year 2023/24.
5. To authorise the Directors to determine the remuneration of the Auditors, Messrs. KPMG, who are deemed reappointed as Auditors at the Annual General Meeting of the Company in terms of Section 158 of the Companies Act No.07 of 2007

The Annual Report and Financial Statements of the Company for the year ended 31st March 2023 are available on the :

Corporate Website :

• https://www.cargillsceylon.com/investors/annual-reports/kothmale/Kotmale_Holdings_PLC_Annual_Report_2022_2023.pdf
• The Colombo Stock Exchange: https://www.cse.lk/home/company-info/LAMB.N0000/financial

The said Annual Report and Financial Statements of Kotmale Holdings PLC for 2022/23 can also be accessed by scanning the following QR code.

Taking into consideration the waiver of the CSE Listing Rule 7.5 (b)(i) in relation to providing hard copies of the Annual Report for the financial year ended 31 March 2023, the members are advised to refer to the two websites noted above, as a printed copy of the Annual Report will not be provided on request due to the limited availability of paper in the market.

For clarification on how to download and/ or access the Annual Report and Financial Statements, please contact Mr. Fernando on [phone] on any working day between 8.30 a.m. to 5.00 p.m.

By Order of the Board

Kotmale Holdings PLC

H. S. Ellawala

Company Secretary

5 July 2023

Notes :

(i). A member is entitled to appoint a proxy to attend and vote at the meeting in his or her stead and the proxy need not be a member of the Company. A Form of Proxy is enclosed for this purpose.

(ii). The duly completed instrument appointing the proxy should be deposited at the Registered Office of the Company not less than 48 hours before the date of the meeting.

Kotmale Holdings PLC Annual Report 2022/23

Form of Proxy

FIFTY SIXTH ANNUAL GENERAL MEETING

Kotmale Holdings PLC (PQ 213)

*I/We ( name of the shareholder/s) ...........................................................................................................................................................

Holder of NIC /Passport /Company Registration No./s ...............................................................................................................

of ( address of shareholder/s ) .........................................................................................................................................................................

being a *Shareholder/s of Kotmale Holdings PLC ( the Company ) hereby appoint :

Please indicate your preference with a √

Name of the proxy holder: * Mr/Mrs/Miss ....................................................................................................................................

Holder of NIC /Passport /Company Registration No./s ...............................................................................................................

of ( address of shareholder/s ) .........................................................................................................................................................................

Mobile number of proxy holder : ..................................................................................................................................................................

OR failing him/her

The Chairman of the Meeting as my/our Proxy to represent me/us and to vote for on my/our behalf at the fifty sixth Annual General Meeting of the Company to be held on Friday 28 July 2023 and at any adjournment thereof.

Please mark your preference with "X"

No. Resolution

For

Against

1. To receive and consider the Annual Report of the Directors and the Financial Statements for the year ended 31 March 2023, with the Report of the Auditors thereon

2a.	To re-elect Mr. M. I. Abdul Wahid as a Director
2b.	To re-elect Mr. D. S. Jayawardhana as a Director
2c.	To re-elect Mr. A. T. P. Edirisinghe as a Director

1. To authorize the Directors to determine contributions to charities or the financial year 2023/24.
2. To authorise the Directors to determine the remuneration of the Auditors, Messrs. KPMG, who are deemed reappointed as Auditors at the Annual General Meeting of the Company in terms of Section 158 of the Companies Act No.07 of 2007

Signed on this ……........... day of …………...........………. 2023
Signature/s of Shareholder/s	NIC/PP/Co.Reg.No. of Shareholder/s

.................................................................................................................................................................................................................................................

Witnesses: ......................................................................................................

NOTES:

1. *Strike out whichever is not desired
2. Instructions as to completion of the Form of Proxy are set out in the reverse hereof
3. A Proxy holder need not be a Member of the Company
4. Please indicate with an "X" in the cage provided how your Proxy holder should vote. If no indication is given, or if there is, in the view of the Proxy holder, any doubt (by reason of the manner in which the instructions contained in the Proxy have been completed) as to the way in which the Proxy holder should vote, the Proxy holder in his/her discretion may vote as he/ she thinks fit

Annual Report 2022/23

Kotmale Holdings PLC

INSTRUCTIONS FOR COMPLETION OF THE PROXY FORM

1. To be valid, the completed Form of Proxy should be deposited at the Registered Office of the Company at No: 40, York Street, Colombo 1, or an electronic document with e-signature or scan of the signed document emailed to [e-mail], with the subject title "KHP-AGM 2023" not less than 48 hours before the time appointed for the holding of the Meeting.
2. In perfecting the form, please ensure that all details are legible. If you wish to appoint a person other than the Chairman as your proxy, please fill in your full name and address, the name and address of the proxy holder and sign in the space provided and fill in the date of signature.
3. The instrument appointing a Proxy shall, in the case of an individual, be signed by the appointer or by his Attorney and in the case of a Corporation must be executed under its Common Seal or in such other manner prescribed by its Articles of Association or other constitutional documents.
4. If the Proxy Form is signed by an Attorney, the relevant Power of Attorney or a notarially certified copy thereof, should also accompany the completed Form of Proxy, if it has not already been registered with the Company.
5. In the case of joint holders, only one need sign. The votes of the senior holder who tenders a vote will alone be counted.
6. In the case of non-resident Shareholders, the stamping will be attended to upon return of the completed form of proxy to Sri Lanka.