` ISSUE OF 40,000,000 UNSECURED SUBORDINATED REDEEMABLE FIVE YEAR DEBENTURES AT AN ISSUE PRICE OF LKR 100 EACH (WITH AN OPTION TO ISSUE UPTO A FURTHER 10,000,000 OF THE SAID DEBENTURES IN THE EVENT OF AN OVER SUBSCRIPTION OF THE 40,000,000 DEBENTURES) TO BE LISTED ON THE MAIN BOARD OF THE DEBT SECURITIES TRADING SYSTEM OF THE COLOMBO STOCK EXCHANGE ISSUE OPENS ON 29th NOVEMBER 2011 Managers and Bankers to the issue Bank Of Ceylon No 04 Bank Of Ceylon Mawatha Colombo 01 Tel: 2542167 2448348 2446790-811 THE COLOMBO STOCK EXCHANGE (CSE) HAS TAKEN REASONABLE CARE TO ENSURE FULL AND FAIR DISCLOSURE OF INFORMATION IN THIS PROSPECTUS. HOWEVER, THE CSE ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE STATEMENT MADE, OPINIONS EXPRESSED OR REPORTS INCLUDED IN THE PROSPECTUS. MOREOVER, THE CSE DOES NOT REGULATE THE PRICING OF THE DEBENTURE, WHICH IS DECIDED SOLELY BY THE ISSUER. PROSPECTUS This Prospectus is dated 15th November 2011. This Prospectus has been prepared by the Bank of Ceylon (hereinafter sometimes referred to as “BOC “or “the Bank”). BOC and its Directors confirm that to the best of our knowledge and belief, the information contained herein is true and correct in all material respect and that there are no other material facts, the ommission of which would make any statement herein misleading. While BOC has taken reasonable care to ensure full and fair disclosure, it does not assume responsibility for any investment decision made by the investors based on the information contained herein. In making investment decisions prospective investors must rely on their own examination and assessments on BOC and the terms of the Issue, including the risks associated. No dealer, sales person or any other person has been authorized to give any information or to make any representation in connection with the Debentures other than the information and representations contained in this Prospectus and if given or made such information or representations must not be relied upon as having been authorized by BOC. The Managers, Sponsors and registrars to the Issue, Trustee, Lawyers to the Issue and the Rating Agency have given their written consent for the inclusion of their names and their reports/statements in the Prospectus. This Prospectus has not been registered with any authority within or outside Sri Lanka. The delivery of this Prospectus shall not under any circumstance constitute a representation or create any implication or suggestion that there has been no material change in the affairs of Bank of Ceylon since the date of this Prospectus. If you are in any doubt regarding the contents of this document or if you require any clarification or advice you may consult your Stockbroker, Bank Manager, Lawyer or any other Professional Advisor in this regard. 6yyhyvphuyqvqvphrvurhy6yyhyvphuyqvqvphrvurhyvpvphvs qrir rurv 89T6pphvs qrir rurv 89T6ppir ir ir Durrrurhrhqq r ID8ir Qh ir surhyvphrvrqvur hyvphvs qvssr s urhrhqq r ID8ir h ir hr ur89T rp qurhrhqq rhq rp qurhrhqq rhqID8ir Qh ID8ir Qh ir hir hr ur89T rp quhyy rhvyr ur89T rp quhyy rhvy hqirpvqr rqhurhrhqq rhqurID8ir Qhhqirpvqr rqhurhrhqq rhqurID8ir Qh ir spuhyvph ir spuhyvph ir spuhyvph Uur rs r hyvph h r hqvrq r r uh ur hr hqq r hq ID8 ir Qh ir rvrqvurhyvphvs ir rvrqvurhyvphvs hyyvuurhrhqq rhqurID8ir h hyyvuurhrhqq rhqurID8ir h ir tvrvur89Thpphrvrqvur6yvphvA 6r ur9v rpvrsurTrp vvrhq@puhtr8vviyvurqi8v pyh I'! qhrq Irir !! ! hq 8v 8v pyh pyh I "! vrq i ur 8r hy 9rv Tr Q vhrGvvrq89ThqqhrqIrir "! hyyqrir rh r rv rqirqv rpy yhqrqur89TUshpvyvhrpyvhprvuuv9v rpvrhyyhyy6yvphh rhy rv rqyhqrqur89TUshpvyvhrpyvhprvuuv9v rpvrhyyhyy6yvphh rhy rv rq vqvphrurv 89Thppir vqvphrurv 89Thppir Dyvrvuuv9v rpvrDyvrvuuv9v rpvr89Thppshyvphuuhrvqvphrqurv 89Thppqrhvy89Thppshyvphuuhrvqvphrqurv 89Thppqrhvy vurv hyvphvs XDGG7@9DS@8UG`8S@9DU@9XDUCUC@6GGP86U@99@7@IUVS@T QG@6T@IPU@UC6U9@7@IUVS@8@SQG@6T@IPU@UC6U9@7@IUVS@8@SUDUDAD86U@TTC6GGIPU7@DTTV@9UDAD86U@TTC6GGIPU7@DTTV@9AD86U@TTC6GGIPU7@DTTV@9 9rir r vyy ir hyyrq hyvph u uhr vqvphrq urv 89T qrhvy v ur hyvphvs 6yvphvuvpuqph h89Thppir uvpuvr89Thppv rrqhurvrsurpyrrqhurvrsurpy rsurip vvyvvyyir rwrprq rsurip vvyvvyyir rwrprq rsurip vvyvvyyir rwrprq Dr uvurh89Thpphqu tuhHrir U hqvtHrir s ur8T@ur8T@hq8qvh7hxhrv6r rWhq8qvh7hxhrv6r rWhq8qvh7hxhrv6r rWsuvQ rpsuvQ rpsuvQ rp Dsur89Thppir vqvphrqvurhDsur89Thppir vqvphrqvurhyvphvs vsyvphvs vsyvphvs vsqirvhpp hrvp rpqirvhpp hrvp rpqirvhpp hrvp rp ur rv89Tir vqvphrqur rv89Tir vqvphrqurhyvphvvyyir rwrprqhqhyyrvyyirhqrurhyvphvvyyir rwrprqhqhyyrvyyirhqrurhyvphvvyyir rwrprqhqhyyrvyyirhqr CORPORATE INFORMATION Issuer : Bank of Ceylon Legal Form : A Banking Corporation domiciled in Sri Lanka, Duly incorporated on 1 August 1939 under the Bank of Ceylon Ordinance No 53 of 1938. Registered Office & Head Office : Bank of Ceylon No. 04, Bank of Ceylon Mawatha Colombo 01 Tel : +94 11 2446790-811 Fax : +94 11 2338741-55 E-mail : [email protected] Website : http://www.boc.lk Branch Offices : Refer Annexure 1V Board of Directors : Dr Gamini Wickramasinghe (Chairman) Mr.S.R Attygalle Mr. Raju Sivaraman Ms. Nalini Abeywardene Mr. Chandrasiri de Silva Mr. K.L.Hewage Mr. V Kanagasabapathy (Alternate Director to Mr.S.R Attygalle) Secretary to the Board : Mrs. Janaki Senanayake Siriwardane Lawyers : Mr. K. Jinadasa Gamage Chief Legal Officer of Bank of Ceylon and his Assistants Auditors/Reporting Accountants : The Auditor General of Sri Lanka Trustee to the Issue : Deutsche Bank AG, Colombo Branch No. 86 Galle Road Colombo 03 Bankers to the Issue : Bank of Ceylon Corporate Branch No. 04, Bank of Ceylon Mawatha Colombo 01 Tel: 2471613, 2345428 Rating Agency : Fitch Ratings Lanka Ltd. No 15-04 East Tower World Trade Center Colombo 01 Tel: 2541900 Managers, Sponsors & Registrars : Bank of Ceylon to the Issue Investment Banking Division 23rd Floor No. 4, Bank of Ceylon Mawatha Colombo 01 Tel: 2 542 167 2 448 348 2 446 790-811 SALIENT FEATURES AT A GLANCE Instrument : Unsecured Subordinated Redeemable Five (05) Year Debentures, categorized as Debentures of Type A ,B and Type C as described below. These debentures will be listed on the main board of the Debt System of the Colombo Stock Exchange. Type A Unsecured Subordinated Redeemable Five (05) Year Debentures, of LKR 100 each bearing nominal interest at a fixed rate of Eleven percent (11%) per annum on the Principal sum payable annually (AER 11%) at the expiry of every One (01) year period from the date of allotment of the Debentures. Type B Unsecured Subordinated Redeemable Five (05) Year Debentures, of LKR 100 each bearing nominal interest on the Principal sum at a floating rate calculated on the basis set out below, payable bi-annually at the expiry of every Six (06) month period from the date of allotment of the Debentures. Type C Unsecured Subordinated redeemable Five (05) Year Debentures, of LKR 100 each bearing nominal interest at a fixed rate of Ten and half percent (10.5%) per annum (AER 10.77%) on the Principal sum payable bi-annually at the expiry of every Six (06) month period from the date of allotment of the Debentures.(For foreigners) Non residents can apply only for Type C debentures Face value of each Debenture : Types A,B and C – LKR 100 Issue Price : All types of Debentures will be issued at LKR 100 each. Amount to be raised : LKR 4.0 Billion with an option to raise up to a Further sum of LKR 1.0 Billion in the event of an full subscription of Rs.4.0 Billion. Rate of Interest : Type A A fixed nominal rate of Eleven per cent (11%) per annum (AER 11%) on the Principal sum payable annually at the expiry of every One (01) year period from the date of allotment of the Debentures. Type B A floating nominal rate of interest equivalent to Seventy Five basis points (0.75%) above the Weighted Average Six (06) Months Treasury Bill interest rate (Before Tax) at the Primary Auctions as announced by the Central Bank of Sri Lanka at the preceding week of the interest resetting date for each bi- annual period. This rate will be initially decided on the date of allotment of the Debentures and be applicable for a period of Six (06) Months commencing from the date of allotment of the Debentures and thereafter to be determined/revised bi- annually at the expiry of every Six (06) Month period from the date of allotment of the Debentures on the same basis. The interest rates so established shall be notified by BOC to the CSE and the Trustee prior to the commencement of each bi- annual period. Provided that if such Weighted Average Six (06) Months Government of Sri Lanka Treasury Bill interest rate has not been announced at the preceding week of the interest resetting date for a particular bi-annual period, then BOC shall in consultation with the Trustee calculate the interest rate applicable for that bi-annual period based on the Weighted Average Six (06) Months Treasury Bill interest rate (before Tax) at the last Primary Auction as announced/published by the Central Bank of Sri Lanka before the interest resetting date. The interest rates so established shall be notified by BOC to the CSE prior to the commencement of the particular bi-annual period. Interest payments shall fall due bi-annually at the expiry of every six (06) month period from the date of allotment of the Debentures. Type C A fixed nominal rate of Ten and half per cent (10.5%) per annum (AER 10.77%) on the Principal sum payable bi- annually at the expiry of every Six (06) month period from the date of allotment of the Debentures.(For foreigners) Opening Date : 29th November 2011 Closing Date : 15th December 2011 or such earlier date on which the initial 40,000,000 Debentures are over subscribed or the date on which the entire 50,000,000 Debentures are fully subscribed or such other earlier date in terms of this prospectus.