Notice of Annual General Meeting

SRI LANKA TELECOM PLC
(Company Registration No. PQ 7)
Lotus Road, Colombo 01.

NOTICE IS HEREBY GIVEN that the Nineteenth (19th) Annual General Meeting of Sri Lanka Telecom PLC will be held on 12 May 2016 at 10.00 am at the Main Conference Hall of Bandaranaike Memorial International Conference Hall (BMICH), Bauddhaloka Mawatha, Colombo 07, for the purpose of conducting the following Business:

Agenda

1. To receive and consider the Annual Report of the Board of Directors on the affairs of the Company and the Statement of Accounts for the year ended 31 December 2015 with the Report of the Auditors thereon.
2. To declare a first and final dividend of Eighty Nine Cents
   (0.89 Cents) per share as recommended by the Directors.
3. To re-elect as a Director, Mr Chan Chee Beng, who retires by rotation in terms of Articles 91 and 92 of the Articles of Association.
4. To re-elect as a Director, Mr Lawrence Paratz, who retires by rotation in terms of Articles 91 and 92 of the Articles of Association.
5. To elect as a Director, Mr W K H Wegapitiya, who retires in terms of Article 97 of the Articles of Association.
6. To elect as a Director, Mr Rohan De Silva, who retires in terms of Article 97 of the Articles of Association.
7. To reappoint KPMG, Chartered Accountants as
   Auditors for the ensuing year and to authorise the Directors to determine their remuneration.
8. To authorise the Directors to determine and make donations to charities.
9. Special business
   To consider and thought it fit pass the following resolution as a special resolution to amend the Articles of Association of the Company:
   
   Special resolution
   RESOLVED that the Articles of Association of the Company be amended by the deletion of the existing Articles numbered 109 and 110 and substitution therefor the following Articles numbered as 109 and 110:
   
   “109. The Board shall appoint an Audit Committee in terms of the Listing Rules of the Colombo Stock Exchange to oversee the internal audit policy of the Company. The Chief Internal Auditor shall be present at all Audit Committee meetings by invitation. The decisions of the Audit Committee shall be recommended to the Directors for their approval or amendment, as the case may be.”
   
   “110. The Board of Directors shall appoint a Remuneration Committee in terms of the Listing Rules of the Colombo Stock Exchange to oversee the remuneration policy of the Company for non-executive Directors as well as remuneration policy and incentive schemes for the Company’s senior management. The decision of the Remuneration Committee shall be recommended to the Directors for their approval or amendment as the case may be.”
10. To transact any other business of which due notice has been given.

By order of the Board
Sri Lanka Telecom PLC

Mahesh Athukorale
Company Secretary

29 March 2016
Colombo

Notes

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her.
2. A proxy need not be a member of the Company.
3. A Form of Proxy accompanies this Notice.