BRPD-3 Circular Letter No. 01: Participation Agreement for Closed Industry and Service Sector Facilitation Pre-finance Scheme

Annexure A Participation Agreement Between BANGLADESH BANK (Central Bank of Bangladesh) And [Name of the Scheduled Bank in Bangladesh] As participant in the Closed Industry and Service Sector Facilitation Pre-finance Scheme

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 the 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 “Closed Industry and Service Sector Facilitation Pre-finance Scheme”. PREAMBLE Whereas, (A) BB introduced Pre-finance scheme for Closed Industry and Service Sector Facilitation (revolving fund) of Tk.20,000.00 (TK. Twenty Thousand) crore to offer a pre-finance facility titled “Closed Industry and Service Sector Facilitation Pre-finance Scheme” to provide working capital to export oriented industries and service sector on priority basis, which currently are in full/partial shutdown condition or operating but cannot run with utilizing full production capacity due to lack of adequate working capital. (B) The ways of offering pre-finance facilities to the PFIs for financing closed industry and service sector facilitation identified/proclaimed by the Bangladesh Bank will be determined based on the terms and conditions set forth in the BRPD-1 Circular No. 13, dated 04 June, 2026; BRPD-3 Circular Letter No. 01, dated 07 July, 2026 and as per the circulars/circular letters to be issued time to time by the BB. (C) It is required for the PFI, which is interested in availing pre-finance facilities under the Closed Industry and Service Sector Facilitation Pre-finance Scheme to enter into a participation agreement with the BB. (D) PFIs may avail Pre-finance facility from this scheme upon fulfillment of the terms and conditions outlined in the BRPD-1 Circular No. 13, dated 04 June, 2026; BRPD-3 Circular Letter No. 01, dated 07 July, 2026 and subsequent circulars/circular letters 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 pre-finance 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 section, 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 Pre-finance scheme for closed industries and service sector named “Closed Industry and Service Sector Facilitation Pre-finance Scheme”. d) “Bank” means any scheduled bank operating its business in Bangladesh having banking license issued from the Bangladesh Bank. f) “Financing” means the lending by PFI to the beneficiary/ultimate borrower under this Pre-finance Scheme. g) “Pre-financing‟ means the funding of the BB that will be provided to the PFI to finance the beneficiary/ultimate borrower under the Closed Industry and Service Sector Facilitation Pre-finance Scheme. h) “Beneficiary” means the borrowers as have been defined in the section 8 of the BRPD-1 Circular No 13, 04 June, 2026. i) “Taka” (hereinafter also called as “Tk”) means the currency of the People’s Republic of Bangladesh. j) “Fund” means pre-finance scheme fund for closed industry and service sector facilitation. Article-II Eligibility for availing Pre-finance a) Under this scheme, pre-finance facility will be extended only for the industry (large scale), and service sector institutions’ facilitation, closed or partially closed but capable of operating in full production capacity or fully closed but capable of operating in partial/full production capacity in line with the National Industry Policy, as have been stated/to be stated in the BRPD-1 Circular No. 13, dated 04 June, 2026; BRPD-3 Circular Letter No. 01, dated 07 July, 2026 and subsequent circulars/circular

letters to be issued time to time by the BB. No other loan/investment shall be considered under this Pre-finance scheme. b) Export oriented industries or deemed exporters will get prioritized in getting fund from this scheme. c) PFI will properly estimate the production capacity and working capital need assessment of the borrower. Moreover, PFI will analyze the reasons of management failure, marketing deficiencies, inadequate utility facilities, use of obsolete or old technology etc. and be ensured that the borrower has taken proper and effective measures in resolving these problems. PFI will make a comprehensive report on all these problems and their effective resolutions, and submit the same to BB with the application for getting pre-finance from this scheme. d) PFI shall attach a certificate from the concerned Trade Association (FBCCI, BGMEA, BKMEA etc), in which association the borrower/borrowing institution belongs to, with the loan application. e) Defaulted borrower shall not be eligible to be financed under this Pre-finance Scheme. f) 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 pre-finance to the PFI to ensure repayment with interest. g) PFI shall have to be ensured that the borrower is not involved in money laundering, any kind of fraud/forgery, fund diversion and abuse of fund. 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 pre-finance and BB shall go for immediate deduction of the pre-financed 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 Use of the Fund/Loan/Investment a) The industry/service sector institutions getting loans/investment from this pre-finance scheme are allowed to use this fund for payment of salaries & wages, utility bills, payment for raw materials, execution of export orders, payment of various production expenses etc. b) A maximum of 04 (Four) months’ salaries and wages of employees/workers of the industry/service sector institutions are allowed to be paid from the fund being taken from this scheme. c) Employees’/workers’ salaries and wages shall have to be paid in their accounts or through Mobile Financial Services (MFS). No part of these salaries and wages shall be paid in cash.

d) The borrower shall have to take pre-finance under this scheme from the same bank from which he/she/the organization has taken project loan/investment. All the transactions for the loan/investment under this scheme are to be performed through Escrow Account or Revenue Account. e) No existing loan/investment of the borrower shall be adjusted/paid off with the fund being taken from this scheme. f) To ensure proper utilization of the loan/investment, the bank may appoint a representative of the bank concerned or any other specialist, if necessary, on the Board of Directors of the recipient institutions to which working capital will be provided. Article-IV Limit and Tenor of the Loan/Investment a) The maximum outstanding amount of loan/investment, in favor of a single borrower or group, under this scheme shall not be more than Tk. 200.00 (Two hundred) crore at a single point of time. The group will be determined in line with the definition stated in the BRPD circular No 01, dated 16 January 2022. b) The loan/investment under this scheme will be a continuous loan/investment and the tenor of this loan/investment will be maximum 01 (one) year. The loan/investment is renewable subject to satisfactory transactions by the borrower and availability of funds. Rate of Interest of Pre-finance Scheme for Closed Industry and Service Sector Facilitation PFI may charge interest/profit @7.00% pa at maximum on Pre-finance to the borrower and Bangladesh Bank will charge/realize interest/profit @4.00% on the outstanding amount of pre-finance to PFI as per related sections of BRPD-1 Circular No. 13, dated 04 June 2026, and as amended time to time by BB. Article-V Application Procedure under Closed Industry and Service Sector Facilitation Pre-finance scheme a) PFI will submit an application, with related documents, duly signed by their MD/CEO to Director, BRPD-3, BB within 07 days of loan/investment approved/sanctioned by the board of the PFI. b) BB will verify and examine all the documents, having been submitted by the PFI, before giving the pre-finance. Bangladesh Bank’s decision will be considered as final in this regard. Article-VI Recovery and Monitoring Provisions contained in related sections of BRPD-1 Circular No. 13, dated 04 June 2026 to be duly observed regarding recovery of loan/investment disbursed by BB to PFI and Pre-finance released to the borrower by the PFI under this Pre-finance scheme. Article-VII

Submission of Reports to Bangladesh Bank PFI shall submit reports on Loan/Investment disbursement and Recovery thereof to BRPD-3 within 10th day of the immediate following month after the end of every quarter i.e. March, June, September and Decemeber. Article-VIII 1.1. Other terms and conditions a) Selection of borrower, loan/investment sanction, taking securities against loan/investment, disbursement, documentation, determination of debt-equity ratio, proper utilization and monitoring of loan/investment 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) PFI may take collateral security against working capital financing under this scheme. c) Single Borrower Exposure Limit related policies and BB’s other related regulations shall be applicable in determining the maximum loan/investment limit in favor of a single borrower and group. d) Other provisions contained in the section 16 of BRPD-1 Circular No. 13, dated 04 June 2026 to be duly observed in regard to having pre-finance under this scheme. 1.2. Islamic Shariah based Banks or Islamic branches/windows of conventional banks may avail the pre￾finance under this scheme subject to following own investment principles and practices, and non-violation of terms and conditions set forth for this scheme. 1.3 BB preserves the right to change/amend or make any addition/deletion or modification regarding the terms and conditions of the Pre-finance scheme. 1.4 Circulars/Circular Letters to be issued from time to time by BB regarding such amendments as mentioned in the sub-section “1.3” above will be treated as an integral part of this agreement. 1.5 PFI will duly follow the BB’s rules of classification and provisioning regarding the concerned loan. 1.6 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.

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 Pre-finance 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 of Authorization I/We hereby authorize

(Name)

(Designation)

(Department) on behalf of me to execute application(s) with related documents regarding “Closed Industry and Service Sector Facilitation Pre-finance Scheme” under BRPD-1 Circular No. 13, dated 04 June 2026, BRPD.

Seal and Signature of the authorized officer

Seal and Signature of MD/CEO

Annexure C 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) Pre-finance facility under “Closed Industry and Service Sector Facilitation Pre-finance Scheme ” of Bangladesh Bank. This Letter of Authority shall remain valid and in full effect until full and final settlement of the pre￾finance facility under “Closed Industry and Service Sector Facilitation Pre-finance Scheme” 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 Pre￾finance facility is fully adjusted and repaid. For and on Behalf of …..... bank (bank name)

Name: Managing Director & CEO/Authorized Official

Annexure D (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/Investment (Closed Industry and Service Sector Facilitation Pre-finance Scheme) 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/investment (Pre-finance for Closed Industry and Service Sector Facilitation) 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/Investment (Closed Industry and Service Sector Facilitation Pre-finance Scheme) 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/Investment (Closed Industry and Service Sector Facilitation Pre-finance Scheme) amount from time to time the said Loan/Investment (Closed Industry and Service Sector Facilitation Pre-finance Scheme) account may from time to time be reduced or extinguished. Although the said Loan (Closed Industry and Service Sector Facilitation Pre-finance Scheme) 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 E 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: