In compliance with Rule 9.3 of the Colombo Stock Exchange, the Nominations and Governance Committee was formed by Nawaloka Hospitals PLC with effect from 01 October 2024.

Composition of the Committee

The Nominations and Governance Committee of the Company comprises of the following members;

Name of Member	Executive	Non-Executive	Independent
Dr Samantha Ratnayake (Chairman)	–
Professor Manjula Jayaweera	–
Dr Maithri (Maiya) Gunasekera	–		–

Changes to the composition of the Audit Committee during the financial year 2024/25;

• Mr Tilak De Zoysa resigned as Chairman of the Committee w.e.f 31 December 2024
• Mr Tissa Bandaranayake resigned as Member of the Committee w.e.f 31 December 2024
• Mr D Sunil AbeyRatna resigned as Director of the Company and accordingly as member of the Committee w.e.f 31 December 2024
• Dr Samantha Ratnayake was appointed as Chairman of the Committee w.e.f 31 December 2024
• Professor Manjula Jayaweera and Dr Maithri (Maiya) Gunasekera were appointed as members w.e.f 31 December 2024

The Nominations and Governance Committee operates under a documented policy and established procedures for nominating Directors to the Board.

The Company Secretary serves as the Secretary to the Committee.

Responsibilities of the Committee

• – Collaborated with the Board in reviewing the skills and competencies required for effective Board functioning.
• – Prioritised Board balance and diversity by considering a broad range of factors—including experience, skills, age, gender, and other attributes—to foster a well-rounded mix of perspectives that enhance decision-making and Board performance. These considerations were integrated into the Director appointment process.
• – Reviewed the Charter for the appointment, re-appointment, re-election, and election of Directors to the Board of the Company, as well as their succession planning and suggesting amendments where necessary.
• – Evaluation of the performance of the Board, its committees and individual Directors to ensure that their responsibilities are satisfactorily discharged.

Key Functions of the Committee

The Committee reviews and makes recommendations that are fair, free from any bias and not influenced by personal or business relationships, thereby enabling the Company to make sound and measured judgments in order to attract the best talent to the Group. During the Financial Year 2024/25 the Committee performed the following functions:

• Ensured the diversity and effectiveness of the Board as well as the Key Management Personnel (KMPs),
• Reviewed and recommended necessary appointments to the Board of the Company whenever necessary,
• Evaluated the eligibility of the Directors who have offered themselves for reappointment and re- election to the Board considering the performance and contribution made by the Director concerned towards the overall discharge of the Board’s responsibilities and made necessary recommendations to the Board,
• Evaluated the combination of varied skills, knowledge and experience of the Directors of the Company,
• Ascertained that the competencies of Directors are adequate to meet the required strategic demands of the Company.
• Ensured that newly appointed Directors were provided with an induction to the Company and the Group together with an induction pack containing key governance documents.
• Ensured that all Directors, including Independent Non-Executive Directors, remained informed of regulatory updates, governance developments and significant matters relevant to the Company and the Group, through periodic briefings at Board and Board Committee meetings from the Chairperson, Managing Director and senior management and through Board papers.
• Reviewed general disclosure of interests, statutory and fit and proper declarations submitted by Directors and confirmed their eligibility in accordance with the Listing Rules and applicable governance requirements and the independence declarations submitted by Independent Non-Executive Directors and confirmed their compliance with the criteria outlined in Rule 9.8.3 of the Listing Rules.
• Reviewed key Company policies ensuring compliance with Rule 9.2 of the Listing Rules.

Committee Meetings

Discussions and decisions/evaluations of the Committee are conducted via meetings and circular resolutions of the Committee.

During the year under review, the Committee met once with all Members in attendance.

Re-Appointment, Re-Election and Election of Directors

In terms of Articles 74 and 75 of the Articles of Association of the Company, Mr Victor Ramanan retires by rotation at the forthcoming AGM but being eligible, has offered himself for re-election.

Dr Jayantha Dharmadasa, Vidya Jyothi Professor Lal Chandrasena, Deshabandu Tilak De Zoysa, Mr Tissa K Bandaranayake and Dr Maithri Gunasekara who have exceeded the age of 70 years and being eligible for re-appointment in terms of Section 211 of the Companies Act No. 07 of 2007, have also offered themselves to be reappointed as Directors of the Company.

Dr Chamara Bandara, Mr Chamira Wijetilleke, Dr Samantha Ratnayake and Professor Prasad Jayaweera who were appointed by the Board to fill a casual vacancy during the financial year retire from the Board in terms of Article 81 of the Articles of Association of the Company but being eligible offer themselves for re-election at the AGM.

The Details of Directors being re-elected and/or re-appointed as required by Rule 9.11.6 (g) are given in the Corporate Governance report.

Having given due consideration to each Director’s performance, the Committee believes that the said Directors are eligible for re-appointment and re-election as the case may be, to continue as Directors of the Company and have recommended their re-election and re-appointment as Directors at the forthcoming AGM.

The members of the Nominations and Governance Committee did not participate in the decisions relating to their own reappointments.

In accordance with Rule 9.11.6 (m) of the Listing Rules of the CSE, the Nominations and Governance Committee confirms that the Company is in compliance with the Corporate Governance requirements stipulated under the said Listing Rules.

Dr Samantha Ratnayake
Chairman
Nominations and Governance Committee

04 September 2025