BRPD-3 Circular No. 01: Refinance Scheme for Pre-shipment Credit

Annexure A Participation Agreement Between BANGLADESH BANK (Central Bank of Bangladesh) And [Name of the Scheduled Bank in Bangladesh] As participant in the BB’s Refinance Scheme for Pre-shipment Credit

PARTICIPATION AGREEMENT PARTIES This Participation Agreement (hereinafter also referred to as “Participation Agreement” or “Agreement”) is signed on the ……… day of …………, 2026. Between Bangladesh Bank (hereinafter also called as “BB”), established by the Bangladesh Bank Order, 1972 (President‟s Order No.127 of 1972) having its Head Office at Motijheel C/A, Dhaka, Bangladesh represented by its Banking Regulation and Policy Department-3 (hereinafter also called as “BRPD-3”), And [Name of the Bank] (hereinafter also called as “Participating Financial Institution” or “PFI”), duly established under the Companies Act 1994, and carrying on its business under the Bank Company Act 1991 (as amended) having had its license from Bangladesh Bank under BB License No…………………… dated …………………….., as participant in the BB‟s Fund for Pre-Shipment Credit named “Refinance Scheme for Pre-shipment Credit”. PREAMBLE Whereas, (A) BB introduced a Pre-shipment re-refinance scheme (revolving fund) of maximum Tk.5,000.00 (Five Thousand) Crore to offer a pre-shipment refinance facility titled “Refinance Scheme for Pre-shipment Credit” against Bank‟s finance to boost up export and foreign exchange earnings to contribute to the economic development of Bangladesh. (B) The ways of offering refinance facilities to the PFIs for their financing in pre-shipment credit identified/proclaimed by the Bangladesh Bank will be determined based on the terms and conditions set forth in the BRPD Circular No. 08, dated 18 May 2022, BRPD Circular Letter No. 33, dated 13 August 2023, BRPD-1 Circular Letter No. 12, dated 09 April 2026, and BRPD-3 Circular No. 01, dated 28 April 2026 and also as per the circulars/circular letters and instructions/notification to be issued time to time by the BB. (C) It is required for the PFI, which is interested in availing refinance facilities under the BB‟s Refinance Scheme for Pre-shipment Credit to enter into a participation agreement with the BB. (D) PFIs may avail Pre-shipment credit refinance upon fulfillment of the terms and conditions outlined in the BRPD Circular No. 08, dated 18 May 2022, BRPD Circular Letter No. 33, dated 13 August 2023, BRPD-1 Circular Letter No 12 dated 09 April 2026, BRPD-3 Circular No. 01, dated 28 April 2026 and subsequent circulars/circular letters and instructions/notification to be issued time to time by the BB. Besides, PFIs also have to agree to comply with the terms and conditions of this participation agreement to avail refinance under this scheme.

Now, therefore, the parties hereby agreed as follows: Article-I Definitions and Related Terms Unless the context otherwise requires, the terms defined in this clause, for the purposes of this agreement and of any agreement supplemental thereto, have the respective meaning herein specified, as follows: a) “BB” means Bangladesh Bank, the central bank of the People‟s Republic of Bangladesh established by the Bangladesh Bank Order, 1972 (President's Order No.127 of 1972). b) “BRPD” means Banking Regulation and Policy Department of Bangladesh Bank. c) “PFI” means Participating Financial Institution (Scheduled Bank), which wants to participate in the BB‟s refinance Scheme for Pre-shipment credit named “Pre-shipment Credit Refinance Scheme”. d) “Bank” means any scheduled bank as defined in Section 5(O) of the Bank Companies Act, 1991. e) “Financing” means the lending by PFI to the beneficiary/ultimate borrower under the Pre-shipment Refinance Scheme. f) “Refinancing‟ means the funding of the BB that will be provided to the PFI against their financing under the Pre-shipment Credit Refinance Scheme. g) “Beneficiary” means any borrower who is an exporter/export oriented industry/ institution that may get loan from this Refinance scheme. h) “Taka” (hereinafter also called as “Tk”) means the currency of the People‟s Republic of Bangladesh. i) “Fund” means refinance scheme fund for Pre-shipment Credit. Article-II Eligibility for availing Refinance a) Under this scheme, refinance facility will be extended only for Pre-shipment Credit in line with the BRPD Circular No. 08, dated 18 May 2022, BRPD Circular Letter No. 33, dated 13 August 2023, BRPD￾1 Circular Letter No 12, dated 09 April 2026, BRPD-3 Circular No. 01, dated 28 April 2026, and subsequent circulars/circular letters to be issued time to time by the BB. No other loan shall be considered under this Refinance scheme. b) Defaulted borrower shall not be eligible to be financed under this Refinance Scheme. c) According to this agreement, the PFI will submit a Demand Promissory Note (DP Note) in favor of the Bangladesh Bank before BB‟s disbursement of refinance to the PFI to ensure repayment with interest. d) In case of any violation/deviation/non-compliance of the rules/regulations/notifications/guidelines/ circular/circular letters by the PFI will cause immediate cancellation of the approval of the refinance and BB shall go for immediate deduction of the refinanced amount with penal interest (rate mentioned in the related circular) from the noncompliant PFI‟s current account maintained with Bangladesh Bank, Motijheel Office.

Article-III Rate of Interest under Refinance Scheme for Pre-shipment Credit PFI may charge interest @5.00% pa at maximum on Pre-shipment credit to the borrower and Bangladesh Bank will charge/realize interest @2.00% on outstanding of refinance to PFI as per related sections of BRPD Circular Letter No. 33, dated 13 August 2023, and as amended time to time by BB. Article-IV Application Procedure under Refinance Scheme for Pre-shipment Credit a) PFI will submit an application duly signed by their MD/CEO to Director, BRPD-3, BB, within 07 days of shipment of the consignment against their Pre-shipment credit with evidence of shipment and other related documents. b) PFI can get up-to 100% (if eligible) refinance against their disbursed loan amount under this scheme. But the total amount of refinance, in favor of a single borrower or a group, shall not be more than Tk. 200.00 crore at a single point of time. Bangladesh Bank‟s decision will be considered as final in this regard. The group will be determined in line with the definition stated in the BRPD circular No 01, dated 16 January 2022. Article-V Recovery and Monitoring Provisions contained in related section of BRPD Circular No. 08, dated 18 May 2022, BRPD Circular Letter No. 33, dated 13 August 2023, BRPD-1 Circular Letter No 12 dated 09 April 2026, and BRPD-3 Circular No. 01, dated 28 April 2026 to be duly observed regarding recovery of credit disbursed by the PFI to the borrower and refinance released to PFI by BB under this Refinance scheme. Article-VI Eligible sector under this Re-finance Scheme Locally produced export oriented industries/enterprises. Article-VII Proper Utilization of this Refinance Scheme and other terms and conditions Section 1.1: Proper Utilization of this Pre-shipment Credit PFI will provide/furnish information/documents/statements to the BB regarding end-use/proper utilization of the refinanced Pre-shipment Credit in the prescribed forms and manner asked by the BB. Bangladesh Bank will preserve the right to conduct onsite inspection at any point of time to verify proper utilization of the refinanced credit. Section-1.2: Other terms and conditions a) Selection of borrower, loan sanction, taking securities against loan, disbursement, documentation, determination of debt-equity ratio, proper utilization and monitoring of loan to be ensured by PFI on the basis of

(i) Existing circulars/circular letters issued by the Bangladesh Bank; (ii) PFI‟s own rules/guidelines; and (iii) Banker-Customer relationship. b) Total responsibility and liability regarding loan risks and loan recovery of the loan to client will be vested at the PFI‟s end. c) Repayment of refinance cannot be correlated with the recovery of loan by the PFI from the beneficiaries/ultimate borrowers. d) If the disbursed loan account becomes default at the beneficiary/ultimate borrower‟s level, the refinance facility will, by default, be considered as void. PFI must instantly inform BB about default of such refinanced credit. BB will recover the outstanding refinanced loan amount along with interest at a time by debiting the PFI‟s current account being maintained with Motijheel office, BB. e) PFI will ensure due compliance of required/applicable directions/provisions imposed/circulated by the competent authority and BB before loan disbursement. f) BB will take appropriate measures/necessary steps according to the prevailing laws and regulations, if the PFI does not provide necessary information/statement regarding refinance under this Refinance Scheme within due time as determined by BB‟s rules/regulations. g) The tenor of this revolving refinance scheme is 5 (five) years starting from the date of 09 April 2026 and the refinance facility under this scheme will be continued up to 31 December 2030 subject to the availability of the fund. h) BB preserves the right to change/amend or make any addition/deletion or modification regarding the terms and conditions of the Refinance scheme as well as terms and conditions of this agreement. i) BRPD Circular No. 8, dated 18 May, 2022, BRPD Circular letter No. 33, dated 13 August, 2023, BRPD-1 Circular letter No. 12, dated 9 April, 2026, BRPD-3 Circular No. 1, dated 28 April, 2026 and Circulars/Circular Letters to be issued from time to time by BB regarding amendments thereof and amendments as mentioned in the sub-section “h” above will be treated as an integral part of this agreement. j) All risks related to loan given to borrower will be borne by PFI and PFI will ensure the compliance of export and production related directions/policy of the Government. k) PFI will duly follow the BB‟s rules of classification and provisioning regarding the concerned loan. l) No refinance facility will be considered against credit allowed under export order/export credit issued by a shell company/bank. m) PFI shall follow the policy of Single Borrower Exposure Limit in case of extended credit facility favoring single customer/group. n) BB preserves the right to reject any application of pre-finance under this scheme, due to cause/causes considered fit to it and not to be explained.

o) All the annexures under this agreement i.e. annexure B-J shall be treated as integral part of this agreement. p) In case of any ambiguity or confusion arises interpreting this Agreement, the terms and conditions circulated vide BRPD Circular No. 8, dated 18 May, 2022, BRPD Circular letter No. 33, dated 13 August, 2023, BRPD-1 Circular letter No. 12, dated 9 April, 2026 and BRPD-3 Circular No. 1, dated 28 April, 2026 and/or amendment thereto from time to time shall prevail. q) This agreement shall remain in force until BB notifies the bank in writing the termination of the same. r) This agreement shall come into force and effect on the date of its signing by the parties. In witness whereof, the [Name of the PFI] has caused this agreement to be executed in its name and its corporate seal to be hereunto affixed and attested by its duly authorized officers, and the Bangladesh Bank as the administrator of the Refinance scheme, has caused this agreement to be executed, all as of the date first above written. [Name of the PFI] [Signature] [Managing Director/CEO] [SEAL] BANGLADESH BANK [Signature] [Director] Banking Regulation and Policy Department-3 [SEAL] WITNESS:

1. [Signature] [Name and designation of witness from PFI] [SEAL]
2. [Signature] [Name and designation of witness from BB] [SEAL]

Annexure B (Letter head of scheduled bank) Ref: Date: Director (BRPD-3) Banking Regulation and Policy Department-3 Bangladesh Bank Head Office Dhaka. Dear Sir, Application for loan/investment from Pre-shipment Credit Refinance Scheme Please refer to of BRPD Circular No. 08, dated 18 May 2022, BRPD Circular Letter No. 33, dated 13 August 2023, BRPD-1 Circular Letter No. 12, dated 09 April 2026, and BRPD-3 Circular No. 01, dated 28 April 2026 on the captioned subject. In accordance with the procedures set in the above mentioned circulars, we, (Name of the Bank) hereby request refinance from Bangladesh Bank against the loans/investment made by our bank as per Annexure C and Annexure D. We are enclosing here-with the documents in support of our pre-shipment loan/investment disbursement as required from your end. We would, therefore, request you to grant re-finance of total BDT ………… at the rate ……. for maximum 180 days and credit our current account number ………. maintained with your Motijheel Office. We hereby authorize you to debit our current account with yourself for the principal and interest amount on the due date as per the said circulars and Participation Agreement (Annexure-A) if not repaid by us within the due date. Yours faithfully, Signature: Name: Managing Director/Chief Executive Officer/Authorized Official Phone Number: email: Enclosure:

Annexure C (For Head Office) Name of the Bank/PFI : Sl. No. Name of the Branch and Address Number of Borrowers Amount of Refinance Claim (In Taka) Remarks 1 2 3 4 5 Total Signature with Seal MD/CEO/MD or CEO (In-Charge)/Credit Head/ID Head/Authorized Official (Name and Designation with email address and phone number)

Annexure D (For Branch) Name of the Branch: Name of the Borrower: CIB code of the Borrower: CIB status of the Borrower on Application Date: Table 1 Sl. No, Export Order/Ex. LC/Ex. Contract Number and Date Date of Expiry of Export Order/Ex. LC/Ex. Contract Export Order/Ex. LC/Ex. Contract value (Amount in BDT) PC Disbursement Date Amount of PC (in BDT) Amount of Refinance claimed against PC (in BDT) 1 2 3 4 5 6 7 Table 2 Sl. No. Amount of Refinance Claimed (as per Column 7 of Table 1) (BDT in Crore) Amount of Refinance received under this scheme (BDT in Crore) Cumulative Amount of Refinance (BDT in Crore) Achievement: Percentage with PC Limit 1 2 3 4 5

Annexure E Letter of Authorization I/We hereby authorize to

(Name)

(Designation)

(Department) on behalf of me to execute application(s) with related documents regarding “Refinance of Pre-shipment Credit Scheme” under BRPD Circular No. 08, dated 18 May 2022, BRPD Circular Letter No. 33, dated 13 August 2023, BRPD-1 Circular Letter No. 12, dated 09 April 2026 and BRPD-3 Circular No. 01, dated 28 April 2026.

Seal and Signature of the authorized officer

Seal and Signature of MD/CEO

Annexure F (to be on letter head pad of the bank) Regarding Overdue Export Bill The undersigned hereby certifies that no 03(three) consecutive export bills are overdue in the account of our client ............................. (Customer(s) name) after export/shipment under the Refinance Scheme for Pre-shipment Credit. Yours faithfully, Signature........................ Name:…………………. Designation:...…………. PA No………....……….. Contact no........................ Email ................................ Signature........................ Name:…………………. Designation:...…………. PA No………....……….. Contact no........................ Email ................................

Annexure G Ref: Date: Director (BRPD-3) Banking Regulation and Policy Department-3 Bangladesh Bank, Head Office Dhaka Letter of Debit Authority Dear Sir, In reference to our letter, Ref no.: ….... ; dated: , 202…, we hereby unconditionally and irrevocably authorize Bangladesh Bank, to Debit our account with Bangladesh Bank, for realization of applicable interest, principal and Charges/Fees to be incurred by Bangladesh Bank for the sanctioned BDT …........ (BDT…..only) credit facility under “Refinance Scheme for Pre shipment Credit” of Bangladesh Bank. This Letter of Authority shall remain valid and in full effect until full and final settlement of the refinance facility under “Refinance Scheme against Pre-shipment Credit ” sanctioned to ……. bank (Bank name). This Letter of Authority cannot be cancelled, revoked, relieved, discharged, amended or in any way be prejudiced without prior written consent of Bangladesh Bank and/or by any other mandate or authority issued or given by us in relation to our account, until and unless the refinance facility is fully adjusted and repaid. For and on Behalf of …..... bank (bank name)

Name: Managing Director & CEO/Authorized Official

Annexure H (Stamp) Letter of Continuity Director (BRPD-3) Banking Regulation and Policy Department-3 Bangladesh Bank, Head Office Dhaka Dear Sir, I/We enclose herewith a Demand Promissory Note for ……………………………... …………………………………………………………… Signed by me/us on behalf of the Bank, which is given to you as security for the repayment of any Loan (Refinance against Pre-shipment Credit) presently outstanding to my/our name or in the name of either of us/bank or in the exporter‟s institution and also for the repayment of any Loan (Refinance against Pre-shipment Credit) to the extent of ……………………………………………………............................................................………………… ……………………………………………………………………………………………………………… ……, which I/We or either of us may avail of hereafter and the said Promissory Note is to be a security to you for the repayment of the ultimate balance amount remaining unpaid on the Loan (Refinance against Pre-shipment Credit) account and I/We am/are to remain liable on the said Promissory Note notwithstanding the fact that by payments made into the said Loan (Refinance against Pre-shipment Credit) amount from time to time the said Loan (Refinance against Pre-shipment Credit) account may from time to time be reduced or extinguished. Although the said Loan (Refinance against Pre-shipment Credit) account is in the name of………………………………………………………………………………………………………… and will be operated upon only by the said ……………………………………………..………… all of us shall be liable jointly and severally as aforesaid. Yours faithfully, Managing Director & Chief Executive Officer /Authorized Official Date: ………………………..

Annexure I PROMISSORY NOTE Tk. ……………………………. Date …………………… We jointly and severally promise to pay on demand to or order, the sum of Tk............................................................(Taka ………………… ………………….......................) Only for value received with interest thereon from this date, at the rate of …….. percent per annum or as may be fixed by the Bangladesh Bank from time to time. Dated: ………………….. Yours faithfully, Managing Director/ Chief Executive Officer / Authorized Official Witness:

Annexure J Quarterly Statement of Refinance against Pre-shipment Credit as of March/June/September/December…………….. Sl. No Bank/Bra nch Name and Code Export Order/Ex. LC/Ex. Contract value (in „000 BDT) Amount of Pre￾shipment Credit by bank (PFI) (in „000 BDT) Refinance Claimed for Number of Borrowers Amount Claimed for Refinance (in „000 BDT) Amount Approved for Refinance by BB (in „000 BDT) Outstanding Balance (as per CL) of Pre-shipment Credit under BB Refinance (in „000 BDT) UC (Standard) UC (SMA) Classified 1 2 3 4 5 6 7 8 9 10 Non Repatriated Export Value (in „000 BDT) Basic Reason of Non Repatriation Remarks 11 12 13