Annexes

Notice of Meeting

Notice is hereby given that the forty sixth (46th) Annual General Meeting (“AGM”) of Sunshine Holdings PLC (the “Company”) will be held at “Committee Room B”, Bandaranaike Memorial International Conference Hall (BMICH), Bauddhaloka Mawatha, Colombo 07 on Thursday, the 27 June 2019 at 2.00pm and the business to be brought before the meeting will be:

• To receive and consider the Annual Report of the board of Directors together with the Audited Financial Statements of the Company and Group for the year ended 31 March 2019 and the report of the Auditors thereon.
• To declare a final cash dividend of Rs. 1.25 per share as recommended by the Directors.
• To propose the following resolution for the re-appointment of Mr Munir Shaikh who is above the age of seventy (70) years: IT IS HEREBY RESOLVED THAT the age limit referred to in Section 210 of the Companies Act No. 07 of 2007 (the “Companies Act”) shall not apply to Mr Munir Shaikh who is above the age of seventy (70) years and that he be re-appointed as a Director of the Company.
• To propose the following resolution for the re-appointment of Mr G Sathasivam who is above the age of seventy (70) years: IT IS HEREBY RESOLVED THAT the age limit referred to in Section 210 of the Companies Act shall not apply to Mr G Sathasivam who is above the age of seventy (70) years and that he be re-appointed as a Director of the Company.
• To re-appoint Mr Y Kitao who retires in terms of article 110 of the articles of association (the “Articles”) of the Company.
• To re-appoint Ms S Ratwatte who retires in terms of article 110 of the Articles of the Company.
• To re-appoint Mr D A Cabraal who retires by rotation in terms of article 104 of the Articles of the Company.
• To re-appoint Mr H D Abeywickrama who retires by rotation in terms of article 104 of the Articles of the Company.
• To re-appoint KPMG Chartered Accountants, who are deemed to be re-appointed as auditors of the Company until the conclusion of the next AGM of the Company in terms of Section 158 (1) of the Companies Act, to audit the financial statements of the Company for the year ending 31 March 2020 and to authorise the Directors to determine their remuneration therefor.
• To authorise the Directors to determine the contributions to charities.

By order of the Board

Corporate Services (Private) Limited
Secretaries

30 May 2019
Colombo.

We shall be obliged if the shareholders/proxies attending the AGM, produce their National Identity Card to the security personnel stationed at the entrance.

Note:

Any shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote/speak in his/her stead and a Form of Proxy is sent herewith for this purpose. A proxy need not be a shareholder of the Company. A completed Form of Proxy must be deposited at the registered office of the Company, at No. 60, Dharmapala Mawatha, Colombo 03, not less than 48 hours before the time appointed for the holding of the meeting.