CONSTITUTION OF THE SPICES & ALLIED PRODUCTS PRODUCERS AND TRADERS ASSOCIATION (SAPPTA) PRELIMINARY

CONSTITUTION OF THE SPICES & ALLIED PRODUCTS PRODUCERS AND TRADERS ASSOCIATION (SAPPTA) PRELIMINARY NAME OBJECTIVES 1. The name of the Association shall be the Spices and Allied Products Producers and Traders Association Short title : SAPPTA 2. 2.1 The objectives of the Association are to promote the common interest of Producers, Exporters, Processors, Dealers and others involved in Services to spices such as Cinnamon, Pepper, Cloves, Nutmeg, Mace, Cardamom etc., and Allied Products including Coffee, Cocoa, Cashew, Arecanut, Essential oils, Oleoresins, Herbal Products, Organic Products etc. The Association shall also promote high standards of business conduct among participants of the Spices and Allied Products trade. 2.2 Sale of Spices & Allied Products by Auction shall be held at the Ceylon Chamber of Commerce, or any other place specified according to such arrangements as may be made from time to time by SAPPTA. RULES 3. These rules, as amended from time to time in a manner provided herein, shall be the rules governing the Association. The interpretation of these rules shall be at the absolute discretion of the Committee. The expression "The Association" shall mean and include the Spices and Allied Products Producers' and Traders' Association and the members as admitted hereunder comprising same, and the expression "Committee" shall mean the Managing Committee constituted hereunder for managing, conducting and administering the affairs of the Association. HIP ELIGIBILITY FOR HIP 4. 4.1 The members of the Association shall be such individuals, firms or companies engaged in growing, producing, processing, exporting, dealing and in brokering or servicing the Spices and Allied Products referred to in Rule 2 above. 4.2 The members of the Association shall be of two categories viz Ordinary Members and Life Members all of whom shall be construed to be an shall come within the meaning of the term member. 4.3 A member shall be classified as producer, processor, exporter, dealer, and broker or service provider according to the declaration made by him in his application for membership subject to the approval of the committee. 4.4. A member seeking to change classification may do so by making an application in the specified form (Appendix 1), giving adequate reasons thereof, subject to the approval of the Committee. A member shall not be entitled to be in more than one classification in the specified form. MEMBER ENTRANCE FEE & ANNUAL SUBSCRIPTIONS 5. 5.1 A member shall pay a subscription of Rs. 7,500/- for each financial year, commencing from 01 April, and not later than 30 th June, of each subsequent year. Every application for membership shall be accompanied by an entrance fee of Rs. 2,000/- and the membership subscription. 5.2 The Life Member shall pay a lump sum of Rs. 50,000/- or such other sum nominated at the discretion of the Management Committee. 1

REVISION OF FEES TERMINATION OF HIP NON- PAYMENT OF DUES 5.3 The right to increase or reduce the entrance fee and/or the annual subscription from time to time is hereby reserved to the membership on the recommendation of the Committee. 5.4 The Committee shall have the right to terminate the membership of any member who has not paid membership dues within three months from the commencement of the financial year, after giving 14 days notice to such member. However, the said period of three months may be extended at the sole discretion of the Committee. ADMISSION, REMOVAL AND DISQUALIFICATION OF ADMISSION APPLICATION PROCEDURE 6. No individual, firm or company shall be admitted as a member of the Association, unless such admission is approved by the Committee, which shall have full and unfettered discretion as to such admission and the decision of the Committee shall be final and conclusive. 7. 7.1 An application for admission shall be in such form as the Committee shall decide and shall be perfected and delivered to the Association by any individual, firm or company wishing to become a member. Such applications will be considered by the Committee provided all requirements for qualification as a member as may be specified from time to time by the Committee are complied with by the applicant. REGISTER OF NON - TRANSFERABILITY OF HIP TO BE BOUND BY RULES 8. 9. 10. 7.2 Every member of the Association shall subscribe to and bind himself faithfully to abide by the Constitution of the Association. A Register of Members recording the names and addresses and other requisite particulars of members shall be maintained. The date of admission of a member shall be the date on which the member is entered in the Register as having been admitted as a member Membership of the Association shall not be transferable. However, change of style by a member may be accepted by the Committee, at its sole discretion. Every member shall subscribe to and be bound to advance the objects, interests and influence of the Association and shall observe and be bound by all rules of the Association and the decisions of the Committee. DISQUALIFICATION OF RESIGNATION OF SUSPENSION OR REMOVAL OF 11. Any member of the Association shall cease to be a member in the event of his filing a petition of insolvency or being adjudicated bankrupt or in the case of a Company upon an order being made or a resolution passed for the winding up thereof. 12. Any member may resign from the Association by giving one month s notice in writing to the Secretary of his intention to do so. 13. 13.1 Where it is brought to the notice of the Committee that a member has failed to observe the Constitution of the Association or that the member is disqualified to continue as a member or that the member's business conduct has brought or is likely to bring discredit to the Association, the Committee may decide at its absolute discretion to hold an inquiry in a suitable and a proper manner, inclusive of requesting a competent and a recognized body to conduct the inquiry and censure, suspend, expel such a member or impose any other penalty. 13.2 Where such inquiry establishes the charges against a member, the Committee may decide at its absolute discretion to:- 13.2.1 Issue a warning to the member in respect of the charge against the member. 13.2.2 Suspend the member for a period decided by the Committee 2

OR 13.2.3 Expel the member 13.3 In the case of the expulsion of a Life member, such member shall not be entitled to a refund of the lump sum Life Membership fee paid at the time of admission to membership of the Association. A resolution to such effect shall be passed by a majority of three-fourths of the members of the Committee present and voting at a meeting of the Committee. GENERAL MEETING OF THE ASSOCIATION ANNUAL GENERAL MEETING 14. An Annual General Meeting shall be held within five months after the closure of each financial year for the transaction of the following business: 14.1 To receive and adopt the Annual Report presented by the Committee. 14.2 To receive and adopt the Audited Accounts of the Association. 14.3 To announce the Chairman, the 1 st Vice Chairman and the 2 nd Vice Chairman and the Committee for the ensuing year. 14.4 To appoint Auditors 14.5 To consider and determine any other business of which 10 days notice shall have been given to the Secretary in writing SPECIAL GENERAL MEETING 15. 15.1 All General Meetings other than the Annual General Meeting shall be called Special General Meetings, and may be convened by the Committee or on a requisition in writing of not less than seven members of the Committee or thirty members of the Association. 15.2 Upon the receipt of the requisition which shall state the objects of the meeting to be called, the Committee shall forthwith proceed to convene a Special General Meeting to be held within twenty one days of the date of deposit of the requisition. NOTICE OF MEETING 16. 16.1 All General Meetings shall be called with fourteen days notice in writing and electronic mail provided that a meeting shall, notwithstanding a shorter notice given than that specified in this Rule, be deemed to have been duly called, if it is so agreed by all the members present and entitled to attend and vote thereat. 16.2 The accidental omission to give notice of a meeting to or the non receipt of a notice of a meeting by a member shall not invalidate the proceedings of that meeting. 16.3 The Managing Committee shall prepare an annual report and audited accounts of the Association for each financial year, which shall run from April 01 st to March 31 st of the following year. The Annual Report and Audited Accounts shall be circulated to members at least 14 days prior to the Annual General Meeting. PROCEEDINGS AT GENERAL MEETINGS QUORUM 17. The quorum for any General Meeting shall be 10 members. If within half an hour from the time appointed for any meeting, a quorum is not present, the meeting, if convened by or upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the following week at the same time and place, and no notice of such adjournment need be given. A quorum of not less than three would be necessary for such adjourned meeting. However, any change of date, time or venue decided upon by the membership shall be notified to all members. 3

REPRESENTATION AT MEETINGS WHO SHALL PRESIDE AT GENERAL MEETINGS 18. Any member shall only be represented at any meeting by a duly authorised Director or Partner or, a responsible executive in full time employment of the member duly authorised in writing to vote on behalf of the member. 19. The Chairman, or in his absence the 1 st Vice Chairman, or in his absence the 2 nd Vice Chairman shall preside at every General Meeting of the Association. In the event of the Chairman and the 1 st Vice Chairman and the 2 nd Vice Chairman not being present, the members shall choose one from among the Committee other than a Broker Member or any person who holds office under article 22.6, to preside as Chairman of the Meeting. VOTE 20. ELIGIBILITY TO VOTE 21. Each member present at a General Meeting shall have only one vote, and in the case of an equality of the votes, the Chairman of the Meeting shall have a casting vote. A member will not be entitled to vote at any General Meeting unless all monies due and payable by such member to the Association have been paid and settled. MANAGING MANAGING 22. The business of the Association shall be managed by a Committee elected by the Membership and those holding office in terms of articles no. 22.5, 22.6, 22.7 and 22.8 consisting of 22.1 Not more than five representatives from among the Exporter group 22.2 Not more than five representatives from among the Producer group 22.3 Not more than two representatives from among the Processor group 22.4 Not more than four representatives from among the Dealers and Service groups, so that there may be two from each group 22.5 Not more than two persons who have been past Chairmen of the Association (SAPTA later SAPPTA) provided such persons have been nominated by the outgoing Committee to serve on the new Committee 22.6 A number of persons not exceeding Two, not necessarily members of the Association who in the opinion of the Committee, are knowledgeable in the field of Spices and Allied Products. 22.7 One representative nominated by the Colombo Brokers Association. 22.8 The immediate past Chairman who has held the office of Chairman for a minimum of one full term. 22.9 Not more than two persons who are life members of the Association (SAPTA later SAPPTA) provided such persons have been nominated by the outgoing Committee to serve on the new Committee. 22.10 One representative nominated by the Planters Association of Ceylon. ELIGIBILITY TO SERVE AS A MEMBER 23. 23.1 No representative shall be elected to the Committee under Rule 22.1, 22.2, 22.3 or 22.4 unless the representative receives a minimum of 30% of the votes balloted. 23.2 No individual, firm or company shall be eligible for election to the Committee under rule 22.1, 22.2, 22.3 or 22.4 if he or a person from such firm or company has already been nominated to the Committee under rule 22.5. 4

NOT ENTITLED TO VOTE 24. Members of the Committee nominated under Rule 22.6 and 22.7 shall not be entitled to vote at any meeting of the Committee. ELECTION OF SCRUTINY OF BALLOTS 25. 25.1 The annual election of representatives to the Committee shall be by balloting cards issued to members not later than 31 st July each year, returnable to the secretariat within 14 days of issue. No member shall be entitled to be issued a ballot or be elected to the Committee if such member is in arrears of subscription in terms of Clause 5.1 thereof. 25.2 The voting cards shall be scrutinised by a. The Chairman, the Secretary and not more than five members elected by the Managing Committee. b. In the absence of the Chairman, the 1 st Vice Chairman shall officiate c. And in the absence of the 1 st Vice Chairman, the 2 nd Vice Chairman shall officiate. d. Failing which, the Chairman shall be elected from among the members of the Committee to officiate. 25.3 The result of the ballot duly certified by the scrutinisers may be included in the Annual Report. The Committee, so elected, shall assume office after the election result is announced at the Annual General Meeting. ELECTION OF CHAIRMAN AND VICE CHAIRMEN 26. The new Committee shall elect at its first meeting, from among the members elected to the Committee under Rules 22.1, 22.2, 22.3, and 22.4 the Chairman, the 1 st Vice Chairman and the 2 nd Vice Chairman of the Association. FUNCTIONS OF THE 27. POWERS OF THE MANAGING The Committee shall be vested with the management, conduct and administration of the affairs of the Association and shall have express power: 27.1 To formulate policies in accordance with the objects of the Association & implement and execute such policies. 27.2 To enter into any contract or agreement on behalf of the Association. 27.3 To deal with monies of the Association suitably and to vote money for any purpose deemed necessary. 27.4 To determine who shall be entitled to sign on behalf of the Association, bills, notices, receipts, acceptances, endorsements, releases, contracts and other documents. 27.5 To make, vary and repeal from time to time, by-laws for regulation of the affairs of the Association, its officers and servants. 27.6 To request from any member, information on subjects being dealt with by the Association or the business conduct of a member or on any matter under investigation of the Committee. 27.6.1 The Committee shall have the power to take action against any member refusing to provide such information requested by the Committee. 27.7 To invite to the Committee individuals or representatives of any Institution to specific meetings of the Committee where in the opinion of the Committee their participation would contribute towards the 5

objectives of the Association. Such representatives or invitees shall have no voting rights. 27.8 To decide on all matters not provided for in these rules, at their absolute discretion. REMOVAL FROM OR CESSATION OF HIP REMOVAL OF OF THE 28. 28.1 The Association may, by a resolution passed by a majority vote at a Special General Meeting, remove any member from the Committee, and may by a like resolution appoint another person instead. The persons so appointed, shall continue as a member of the Committee during such time only, as the member in whose place he is appointed would have continued to be a member, if he had not been removed. Provided however that pending a resolution referred to herein, the Committee shall be entitled to suspend such Committee Member from attending Committee Meetings. 28.2 A member shall be obliged to attend every meeting of the Committee. A member who is unable to attend a Committee meeting shall inform the Secretary in writing, by Email or Fax, prior to the date of that meeting of his inability to attend and the reasons therefore and may be excused from attending that meeting by the Committee for good and valid reasons. A member who absents himself without being so excused for three consecutive meetings shall vacate his office ipso facto by reason of such absence. CESSATION OF HIP 29. A member of the Committee shall ipso facto" cease to serve thereon: 29.1 If he is convicted of any criminal offence or 29.2 If he becomes bankrupt or is of unsound mind; or 29.3 If by notice, in writing to the Committee, he resigns from the Committee or from the membership of the Association; or 29.4 If he be requested, in writing, to resign his membership by three-fourths of the members of the Committee present and voting or 29.5 If he be removed by a resolution of the Association. 29.6 deleted VOLUNTARY RESIGNATION FROM THE POWER OF THE TO FILL A CASUAL VACANCY HOW MAY CONDUCT BUSINESS & QUORUM 30. A member of the Committee may resign upon giving notice in writing, to the Secretary, of his intention to do so, and such resignation shall take effect upon the acceptance by the Committee. 31. The Committee shall, subject to Rule 27, have the power, at any time, and from time to time, to appoint a person to fill a vacancy in the Committee. Such member shall continue until the conclusion of the following Annual General Meetings and shall be eligible for re-election at such meetings as stipulated in Rule 25. 32. The members of the Committee may meet together for the despatch of business with not less than six members as quorum, adjourn and otherwise regulate their meetings and proceedings. If within half an hour from the time appointed for any meeting a quorum is not present, the meeting shall stand adjourned to the same day in the following week at the same time and place and no notice of such adjournment need be given. A quorum of not less than three shall be necessary for such adjourned meeting. However, any change of date, time or venue decided upon by the Committee shall be notified to all members. WHO SHALL PRESIDE 33. The Chairman or in his absence a Vice Chairman shall preside over the 6

OVER MEETINGS meetings of the Committee. If the Chairman and the two Vice-Chairmen are absent, the members present may choose one of their members other than the Broker representative or a person elected in terms of clause 22.6 to preside over the Meeting. Any question arising at a Meeting of the Committee shall be decided by a majority vote and in the case of an equality of vote; the person presiding shall have a casting vote. BUSINESS MAY BE TRANSACTED BY CIRCULATION OF RESOLUTION IN WRITING 34. The Committee may, by resolution in writing and signed by all the members of the Committee transact all business ordinarily transacted at a normal meeting of the Committee, and any act done or decision taken pursuant to such a resolution shall be as valid and effectual as if the said resolution had been passed at a meeting of the Committee duly convened and held. SUB-S 35. The Committee may delegate any of its powers to Sub-Committees consisting of members and any Sub-Committee so formed shall conform to all regulations that may be imposed on them by the Committee. The Meeting and proceedings of any such Sub-Committee consisting of two or more members shall be governed by the Rules herein contained, regulating the Meetings and proceedings of the Committee, so far as the same are applicable. The Committee shall elect a Convener of the Sub-Committee, who shall preside at the meetings of the Sub-Committee. Such Conveners and Sub- Committee shall continue in office up to the next Annual General Meeting. ACCOUNTS AND AUDIT FINANCIAL YEAR 36. The financial year of the Association shall be reckoned from April 1st of one year to March 31st of the following year. CHAIRMAN OR VICE CHAIRMAN MAY AUTHORISE PAYMENTS TO CAUSE ACCOUNTS TO BE KEPT INCOME AND EXPENDITURE ACCOUNTS AND BALANCE SHEET 37. The Chairman or in his absence one of the Vice Chairmen may authorise payment/s of up to Rs.50, 000/-. However, these payments must be ratified at the next Committee meeting. 38. The Committee shall cause proper books of accounts to be kept with respect to all sums of money received and expended by the Committee, and the matters of which such receipts and expenditure take place, and of sales and purchases of goods, and of the assets and liabilities of the Association. The books so kept shall be such as are necessary to give a true and fair view of the Association's affairs and to portray and explain its transactions. 39. The Committee shall cause to be prepared an Income and Expenditure Accounts & Balance Sheet in respect of the Accounts of each financial year. Every such Account and Balance Sheet shall be audited by a recognised firm of Auditors appointed by the membership at the Annual General Meeting and a report of the Committee as to the state and condition of the Association, shall be presented to the members at least seven days before the Annual General Meeting at which such accounts are to be adopted. SEAL OF THE ASSOCIATION AND ITS CUSTODY 40. SEAL The Committee shall provide a common seal for the purposes of the Association and such seal shall be in the custody of its Secretary, and shall not be used except by the authority of the Committee. SECRETARIAL SERVICES SECRETARIAL 41. The Association may make such arrangements as it considers necessary for the provision of Secretarial Services. The term Secretary shall include any 7

organisation providing Secretarial Services and the term Secretariat shall be construed accordingly. MINUTES OF MEETINGS 42. The Secretary shall record Minutes of all Committee, General and Annual General Meetings in a Minute Book. The Managing Committee at its absolute discretion shall decide on the extracts of minutes that may be sent to those other than members of the Committee MISCELLANEOUS SERVICE OF NOTICE 43. Any notice required to be given by the Committee or the Association to any member may be given either personally or by sending it by post to him to the address available in the records of the Association. Where a notice is sent by post, service of the notice shall be deemed to have been effected at the time at which it would be delivered in the ordinary course of post. ALTERATION OF RULES 44. No rules shall be altered, amended, added or revoked and no new rule shall be introduced except at a Special General Meeting convened for the purpose or at an Annual General Meeting. No such alteration, amendment, addition, repeal or introduction of a new Rule shall be valid unless it is adopted by an affirmative vote of two-thirds of the members present and voting at such Meeting. WINDING UP 45. 45.1 The Association may be wound up by a special resolution at a General Meeting of which at least thirty days notice shall be given and passed by the affirmative votes of at least three fourths of the members present and voting at such meetings. 45.2 If on the winding up of the Association there shall remain after the satisfaction of all its debts and liabilities any funds or property, the same shall be paid, handed over or transferred to the Ceylon Chamber of Commerce incorporated under the provisions of the Ceylon Chamber of Commerce Ordinance 1895 as amended by Ordinance No. 2 of 1912 and No. 28 of 1932. 8

Appendix 1 APPLICATION FOR CHANGE CLASSIFICATION OF HIP Name of the Company Address Contact Person s Name Tel No E mail Date of join : :.. :.. :... :... :... Current Classification of Membership :... New Classification of Membership :... Reason/s for Changing Membership Classification :......... Signature (Director of the Company/ Company Stamp) Date For Official Use Only: AMENDED ON AUGUST 2017 9