Notice is hereby given that the Annual General Meeting of NAWALOKA HOSPITALS PLC will be held on Tuesday, 30 September 2025 as a virtual meeting (on a virtual platform as a Zoom video conference) which will be coordinated from the Auditorium of Nawaloka Hospitals PLC at No. 23, Deshamanya, H K Dharmadasa Mawatha, Colombo 2 commencing at 10.00 a.m. for the following purposes:

AGENDA

• To receive and consider the Report of the Board of Directors on the Affairs of the Company and the Financial Statements for the year ended 31 March 2025 together with the Report of Auditors thereon.
• To receive and consider the Report of the Board of Directors on the Affairs of the Company an Dr Hewa Komanage Jayantha Dharmadasa (who has attained the age of 77 years) and who retires at the end of the Annual General Meeting, as a Director, notwithstanding him having exceeded the age of 70 years and to declare that the age limit referred to in section 210 of the said Act, shall not apply to him.
• To resolve in terms of Section 211 of the Companies Act No. 07 of 2007 to appoint/re-appoint Vidya Jyothi Professor Lal Chandrasena (who has attained the age of 79 years) and who retires at the end of the Annual General Meeting, as a Director, notwithstanding him having exceeded the age of 70 years and to declare that the age limit referred to in section 210 of the said Act, shall not apply to him and subject to his rotation.
• To resolve in terms of Section 211 of the Companies Act No. 07 of 2007 to appoint/re-appoint Deshabandu Tilak De Zoysa (who has attained the age of 79 years) and who retires at the end of the Annual General Meeting, as a Director, notwithstanding him having exceeded the age of 70 years and to declare that the age limit referred to in section 210 of the said Act, shall not apply to him and subject to his rotation.
• To resolve in terms of Section 211 of the Companies Act No. 07 of 2007 to appoint/re-appoint Mr. Tissa K Bandaranayake (who has attained the age of 82 years) and who retires at the end of the Annual General Meeting, as a Director, notwithstanding him having exceeded the age of 70 years and to declare that the age limit referred to in section 210 of the said Act, shall not apply to him and subject to his rotation.
• To resolve in terms of Section 211 of the Companies Act No. 07 of 2007 to appoint/re-appoint Dr Maithri (Maiya) Gunasekera (who has attained the age of 74 years) and who retires at the end of the Annual General Meeting, as a Director, notwithstanding him having exceeded the age of 70 years and to declare that the age limit referred to in section 210 of the said Act, shall not apply to him and subject to his rotation.
• To elect Dr Chamara Bandara as a Director in terms of Article 81, who was appointed by the Board to fill a casual vacancy.
• To elect Dr Samantha Ratnayake as a Director in terms of Article 81, who was appointed by the Board to fill a casual vacancy.
• To elect Prof Manjula Jayaweera as a Director in terms of Article 81, who was appointed by the Board to fill a casual vacancy.
• To elect Mr Chamira Wijetilleke as a Director in terms of Article 81, who was appointed by the Board to fill a casual vacancy.
• To re-elect Mr Victor Ramanan as a Director in terms of Article 74 , who retires by rotation and offers himself for re-election.
• To consider and if thought fit, pass the following resolution as a Special Resolution:

SPECIAL RESOLUTION – TO AMEND ARTICLE 90 OF THE COMPANY’S ARTICLES OF ASSOCIATION IT IS HEREBY RESOLVED the existing Article 90 of the Articles of Association of the Company be deleted in its entirety and be substituted with the new Article 90 as set out below:

Article 90

A resolution in writing signed by all Directors shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one (01) or more of the Directors. The expressions “in writing” and “signed” include the approval or disapproval to a resolution by a Director transmitted to the Company by e-mail or facsimile transmission or any other form of electronic communication and e-signatures. A copy of such resolution shall be entered in the minute book of Board proceedings.

• To re-appoint Messrs KPMG (Chartered Accountants) as Auditors of the Company and authorise the Board of Directors to determine their remuneration.

The Annual Report and Financial Statements of the Company for the year ended 31 March 2025 are available on the:

• Corporate website: https://www.nawaloka.com/index.php
• The Colombo Stock Exchange: https://www.cse.lk/home/company-info/NHL.N0000/financial

The said Annual Report and Financial Statements of Nawaloka Hospitals PLC for 2024/25 can also be accessed by scanning the following QR code.

Should Members wish to obtain a hard copy of the Annual Report 2024/25, they may send a request to the Company by filling the Form of Request attached to the Form of Proxy. A printed copy of the Annual Report will be forwarded by the Company within eight (8) market days, subject to the prevailing circumstances at the time, from the date of receipt of the request.

For clarification on how to download and/or access the Annual Report and Financial Statements, please contact: Ms Zameena Swangsa on +94 75 968 0701 during normal office hours (8.30am to 5.00pm)

BY ORDER OF THE BOARD

Charuni Gunawardana
Director – CG CORPORATE CONSULTANTS (PRIVATE) LIMITED
Company Secretaries for Nawaloka Hospitals PLC

04 September 2025

Notes

• This Notice and the submission of the Form of Proxy should be read in conjunction with the “Circular to Shareholders” and “Guidelines and the Registration process for the Virtual Annual General Meeting of the Company scheduled for 30 September 2025”
• Shareholders who wish to participate at the Virtual AGM through Zoom are kindly requested to complete and forward the “Application Form for registration for the virtual Annual General Meeting” as morefully explained in the said “Guidelines and the Registration process for the Virtual Annual General Meeting”.
• A member is entitled to appoint a Proxy to attend and vote instead of himself/herself. A proxy need not be a Member of the Company. A Form of Proxy accompanies this notice.
• The completed Form of Proxy together with the “Application Form” for registration to participate at the virtual AGM via “Zoom” Video conferencing App must be emailed to cgc2@c-g-associates.com or have it delivered by hand or post to the Finance Department (10th Floor), No. 23, Deshamanya H K Dharmadasa Mawatha, Colombo 02, Sri Lanka not later than 10.00 a.m on 28 September 2025 (Forty Eight hours prior to the meeting).
• A person representing a Corporation is required to forward a certified copy of the Resolution authorising him/her to act as the Representative of the Corporation. A Representative need not be a Member.
• A person representing a Shareholder as the Attorney (Power of Attorney) is required to forward the original or a certified copy of the said Power of Attorney.
• The Transfer book of the Company will be kept open.