COMPOSITION

The Related Party Transactions Review Committee, appointed by the Board of Directors, presently consists of three Independent Non-Executive Directors. N K G K Nemmawatta is the Chairman of the Committee, and J Durairatnam and Ms A L Thambiayah are the other members.

The Committee’s composition met the requirements of Section 6.6 (a) and (b) of the Banking Act Direction No. 5 of 2024 of the Central Bank of Sri Lanka (CBSL) on Corporate Governance for Licensed Commercial Banks and Section 9.14.2 of the Listing Rules of the Colombo Stock Exchange (CSE).

The Company Secretary functions as the Secretary of the Committee.

MANDATE

As its mandate, the Committee adopted the tasks specified in Section 6.6 of the Banking Act Direction No. 5 of 2024 of CBSL on Corporate Governance for Licensed Commercial Banks and Section 9.14 of the CSE Listing Rules. The Board has formally adopted the Terms of Reference of the Committee.

The primary purpose of the Committee is to evaluate and consider the transactions with related parties of the Bank, in order to ensure that these transactions are on normal commercial terms similar to those afforded to non-related parties.

PROCEDURE

The Committee meets as and when required and at least once in a calendar quarter, and makes recommendations to the Board for consideration. Further, details of related party transactions are reported to the Committee and the Board on a quarterly basis.

The Committee has put in place the necessary processes to identify, review, disclose, and monitor related party transactions in accordance with the provisions contained in the Board-approved Related Party Transaction Policy of the Bank.

On a quarterly basis, the Bank obtains a declaration from all Key Management Personnel on a structured form to assist in the process of collating related party transactions. Relevant officers are aware of the applicable regulatory requirements relating to related party transactions and they submit a report, in the prescribed format, to the Committee for transactions that have to be reviewed by the Committee.

MEETINGS

The Committee held twelve meetings during the financial year to carry out its tasks. Details of members’ attendance are provided on page 215 of this Annual Report. The Committee reviewed the related party transactions carried out during the year at its meetings, and the proceedings of the Committee meetings were regularly reported to the Board of Directors.

N K G K Nemmawatta
ChairmanRelated Party Transactions Review Committee

24 February 2026