PROSPECTUS Debenture Issue 2019 Griper Side Investment Bank 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 the Bank since the date of this Prospectus. If any material change in the affairs of the Bank occurs subsequent to the Prospectus date and before the Issue opening, same will be notified by way of a market disclosure / an addendum. By acquiring any Debenture, each Debenture Holder irrevocably consents to the Principal Amount of the Debenture and any accrued and unpaid interest thereon being deemed paid in full by the issuance of Ordinary Voting Shares upon occurrence of a Trigger Event and the resulting Non-Viability Conversion required to be effected by the Bank. Upon a Non-Viability Conversion; i. The Trustees shall not be required to take any further directions from holders/beneficial owners of the Debentures under the Trust Deed and ii. The Trust Deed shall impose no duties upon the Trustees whatsoever with respect to conversion of the Debentures into Ordinary Voting Shares upon a Trigger Event iii. Upon the occurrence of a Trigger Event, each outstanding Debenture of this Issue will be converted, on a full and permanent basis We advise you to read the content of the Prospectus carefully prior to investment. This investment instrument is riskier than a bank deposit. These Debentures are complex products and have provision for loss absorption in the form of Non-Viability Conversion as set out in the Prospectus. This means that following the occurrence of a Trigger Event as may be determined by the Central Bank of Sri Lanka, the Bank will convert the Debentures into Ordinary Voting Shares. An investor will be deemed paid in full the principlal plus accrued and unpaid interest due on the Debentures, upon such conversion. The number and value of Ordinary Shares to be received on a Non-Viability Conversion may be worth significantly less than the Par Value of the Debentures and can be variable. Please refer to the “Risk Factors Section” of the Prospectus for further details. Each potential investor in these Debentures must determine the suitability of investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether the investor: i. Has sufficient knowledge and experience to make a meaningful evaluation of these Debentures, the merits and risks of investing in the Debentures and the information contained or incorporated by reference in this Prospectus; ii. Has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in these Debentures and the impact the Debentures will have on its overall investment portfolio; iii. Has sufficient financial resources and liquidity to bear all of the risks of an investment in these Debentures; iv. Understands thoroughly the terms of these Debentures, including the provisions relating to the Non-Viability Conversion of the Debentures, and is familiar with the behaviour of financial markets; and v. Is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. A potential investor should not invest in these Debentures unless the investor has the expertise (either alone or with its financial and other professional advisors) to evaluate how the Debentures will perform under changing conditions, the resulting effects on the value of the Debentures and the impact this investment will have on the potential investor’s overall investment portfolio. Hatton National Bank PLC – Debenture Issue 2019 | i Hatton National Bank PLC – Debenture Issue 2019 | i Thi Prospectus s date 2nd September 2019 Responsibility for the ontent of the Prospectus This rospectus as een repared th vailable nformation Th Directors h Hatton ational an LC (the Bank) have ee approve this rospectus a ollectively a ndividually, ccept ull esponsibilit for he ccurac f he informatio given nd onfirm that fter making ll reasonable nquiries n o he best f heir knowledge an lief, he nformation containe rei s rue n correct in materia espects nd hat here re no the material cts, th omission f which uld k ny statement erein misleading r naccurate. Wher epresentations egarding h futur erformanc of h Bank av een iven n his rospectus, such representations av een mad fter u nd careful enquiry f the formation vailable he an nd making assumptions that e considered e easonable the resent oint n ime in their best udgment. The ank ccepts esponsibilit or he nformatio containe his Prospectus. While he Ban as aken reasonable ar o ensur full and air isclosur ertinent nformation, t oes ot ssum esponsibility for ny investment ecisions made the nvestors ased he nformation containe erein. In making such investment decisions, prospective nvestors are vised ead he rospectus and ely heir own examination d assessment f he ank n he erms of he Debentures issue including the isks ssociated. FR ENQUIRIES PEASE ONTA JOIN ANAGERS D PACEMEN ENS T E SSUE The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair disclosure of information in this Prospectus. However, CSE assumes no responsibility for accuracy of the statements made, opinions expressed or reports included in this Prospectus. Moreover, the CSE does not regulate the pricing of Debentures which is decided solely by the Issuer. Registration of the Prospectus A copy o h rospectus as been elivered o the Registrar of Companies r registration n omplianc th h provisions f ection 40 f th ompanies ct No.7 o 007. h llowing are the documents ttached e opy o he rospectus elivered o h egistrar Companies r egistration ursuant o section 0(1) he Companie ct. a) The ritte onsent f he Auditors Reporting ccountants for he nclusio f their me he Prospectu s Auditors and eporting ccountants the ssue d t he Bank. b) Th ritten consent f the ating gency or he inclusion f heir name in he rospectus s ating genc to the ssue and o he ank. c) Th ritten onsent o h ruste o h Issue for he inclusion f heir ame he rospectus as Trustee o the ssue. d) The ritten onsent f ankers he ssue or nclusio of their ame n he rospectus s ankers o th Issue. e) Th itten onsent o h ompany ecretary h Bank or he nclusio of he ame n he rospectus s Compan ecretar o he Bank. f) The written consent f e egistrars e Issue for e inclusion of eir ame n e rospectus as Registrars to e ssue. g) Th itten onsent o h awyers o the ssue or the nclusio f their name n he Prospectus s awyers o th Issue. ii | Hatton National Bank PLC – Debenture Issue 2019 Hatton ational Bank LC – Debenture ssue ii Thi Prospectus s date 2nd September 2019 h) Th itten onsent the oint anagers nd lacement gents o h Issu r he nclusion f heir names in h rospectus as oint anagers nd lacement gents o the ssue. Responsibility for the ontent of the Prospectus i) The claratio ade nd ubscribed o, by ach f the irectors f he ank herein me s irector, jointl an everall onfirming hat ac f them ve ea the ovisions f the ompanies ct n he SE This rospectus as een repared th vailable nformation Listing ules lating o he Issue f the rospectus n that hose ovisions ave e omplie ith. Th Directors h Hatton ational an LC (the Bank) have ee approve this rospectus a ollectively The ai uditors eporting Accountants to the Issue o the ank, rustee to the ssue, ankers to he Issue, a ndividually, ccept ull esponsibilit for he ccurac f he informatio given nd onfirm that fter making ll Compan Secretary, oint Managers lacement gents to he Issue, Registrars o h Issue, Lawyers to he ssue, reasonable nquiries n o he best f heir knowledge an lief, he nformation containe rei s rue n Rating gency ave ot, efore h delivery f copy th Prospectus for egistration ith h Registrar correct in materia espects nd hat here re no the material cts, th omission f which uld k ny Companies Lanka ithdraw uc onsent. statement erein misleading r naccurate. Registration of the Prospectus in urisdictions utside of Sri anka Wher epresentations egarding h futur erformanc of h Bank av een iven n his rospectus, such This rospectus as not en registere wit n uthority outside f Sri Lanka. on-Resident nvestors may e representations av een mad fter u nd careful enquiry f the formation vailable he an nd making affecte he aws f he urisdictio f heir esidence. Suc nvestors re esponsible o ompl wit he aws assumptions that e considered e easonable the resent oint n ime in their best udgment. relevant to th ountry esidenc nd th aws o ri Lanka, en king th nvestment. The ank ccepts esponsibilit or he nformatio containe his Prospectus. While he Ban as aken Representation reasonable ar o ensur full and air isclosur ertinent nformation, t oes ot ssum esponsibility for ny The ebentures are ssue olel o he basis f he informatio ontaine representations made i his investment ecisions made the nvestors ased he nformation containe erein. In making such investment Prospectus. N ealer, ales erson ndividual r a ther utside rty s een uthorize o give a decisions, prospective nvestors are vised ead he rospectus and ely heir own examination d informatio or o make epresentatio his onnectio it he Issue other han he information and assessment f he ank n he erms of he Debentures issue including the isks ssociated.