ISSUE OF 40,000,000 UNSECURED SUBORDINATED REDEEMABLE DEBENTURES AT AN ISSUE PRICE OF LKR 100 EACH

(WITH AN OPTION TO ISSUE UPTO A FURTHER 40,000,000 OF THE SAID DEBENTURES IN THE EVENT OF AN OVERSUBSCRIPTION OF THE INITIAL 40,000,000 DEBENTURES)

TO BE LISTED ON THE

ISSUE OPENS ON 16th September 2014

Managers & Registrars, Bankers, Lawyers to the issue

Bank of Ceylon BOC Square No 01 Mawatha Colombo 01 Tel: 2448348, 2440081, 2446790-811

BOC DEBENTURE ISSUE 2014 I 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 STATEMENTS 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.

II BOC DEBENTURE ISSUE 2014 PROSPECTUS

This Prospectus is dated 01st September 2014

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 their knowledge and belief, the information contained herein is true and correct in all material respect and that there are no other material facts, the omission 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 trustee has given its written consent for the inclusion of its name and its reports/ statements in the Prospectus.

This Prospectus has not been registered with any authority within or outside .

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.

BOC DEBENTURE ISSUE 2014 III All applicants should indicate in the application for debentures, their CDS Account number.

In the event the name, address or NIC number/Passport number of the applicant mentioned in the application form differ from the name, address or NIC number/ Pass port number as per the CDS records, the name, address and NIC number/ Passport number as per the CDS records shall prevail and be considered as the name, address and the NIC number/Passport number of such applicant. Therefore applicants are advised to ensure that the name, address and NIC number/Passport number mentioned in the application form tally with the name address and the NIC number/Passport number given in the CDS account as mentioned in the Application Form.

As per the Directive of the Securities and Exchange Commission published by Circular No.08/2010 dated November 22, 2010 and Circular No.13/2010 issued by the Central Depository System (Private) Limited (CDS) and dated November 30, 2010, all debentures are required to be directly uploaded to the CDS. To facilitate compliance with this Directive, all Applicants are also required to indicate their CDS account number. In line with this Directive, CDS accounts of applicants who have indicated their CDS account details in their application form WILL BE DIRECTLY CREDITED WITH THE ALLOCATED DEBENTURES.

PLEASE NOTE THAT DEBENTURE CERTIFICATES SHALL NOT BE ISSUED. Debentures will not be allotted to applicants who have not indicated their CDS details in the application form. Applications which do not carry a CDS account number, which (i.e CDS account)is not opened at the time of the closure of the subscription list will be rejected. Investors who wish to open a CDS account, may do so through any Member / Trading Member of the CSE and Custodian Banks as set out in Annexure III of this Prospectus. If the CDS account number indicated in the application form is found to be inaccurate /incorrect or there is no CDS number indicated, the application will be rejected and no allotments will be made.

IV BOC DEBENTURE ISSUE 2014 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 BOC Square, No. 01, Bank of Ceylon Mawatha Colombo 01 Tel : +94 11 2446790-811 E-mail : [email protected] Website : http://www.boc.lk

Branch Offices : Refer Annexure II

Board of Directors : Air Chief Marshal Harsha Abeywickrema Mr. Raju Sivaraman Ms.Nalini Abeywardene Mr. H.K. Chandrasiri de Silva Mr. Lalith Withana Mrs. K.M.A.N. Daulagala Mr. R.M.A Ratnayake (Alternate Director to Mrs. K.M.A.N. Daulagala)

Secretary to the Board : Mrs. Janaki Senanayake Siriwardane

Lawyers : Mrs. S. H. Ranawaka Chief Legal Officer of Bank of Ceylon and her assistants

Auditors/Reporting Accountants : The Auditor General of Sri Lanka Auditor General’s Department No 306/72, Polduwa Road, Battaramulla

Trustee to the Issue : Deutsche Bank AG, Colombo Branch No. 86 Galle Road Colombo 03

Bankers to the Issue : Bank of Ceylon Corporate Branch BOC Square, No. 01, Bank of Ceylon Mawatha Colombo 01 Tel: 2471613, 2345428

BOC DEBENTURE ISSUE 2014 V Rating Agency : Fitch Ratings Lanka Ltd. No 15-04 East Tower, World Trade Center Colombo 01 Tel: 2541900

Managers & Registrars : Bank of Ceylon to the Issue Investment Banking Division, 11th Floor BOC Square, No. 1, Bank of Ceylon Mawatha Colombo 01 Tel: 2 448 348, 2440081, 2 446 790-811

VI BOC DEBENTURE ISSUE 2014 SALIENT FEATURES AT A GLANCE

Instrument and Rate of Interest : Unsecured Subordinated Redeemable Debentures with face value of LKR 100 each, categorized in to 5 types as described below. These debentures will be listed on the Colombo Stock Exchange.

Type A Tenor 5 years, fixed interest paid annually. Interest is payable at a fixed rate ofEight per cent (8.00%) per annum on the Principal sum annually (AER 8.00%) at the expiry of every One (01) year period from the date of allotment of the Debentures.

Type B Tenor 5 years, fixed interest paid quarterly. Interest is payable at a fixed rate of Seven point Seven Five per cent (7.75%) per annum (AER 7.98%) on the Principal sum quarterly at the expiry of every Three (03) month period from the date of allotment of the Debentures.

Type C Tenor 5 years, floating interest paid bi-annually. Interest is payable on the Principal sum bi-annually at a floating rate equivalent to Fifty basis points (0.50%) above the weighted Average 6 month Gross Treasury bill rate decided on the basis set out below at the expiry of every Six (06) month period from the date of allotment of the Debentures.

Type D Tenor 8 years, fixed interest paid annually. Interest is payable at a fixed rate of Eight point Two Five per cent (8.25%) per annum on the Principal sum annually (AER 8.25%) at the expiry of every One (01) year period from the date of allotment of the Debentures.

Type E Tenor 8 years, floating interest paid bi-annually. Interest is payable on the Principal sum bi-annually at a floating rate equivalent to Fifty basis points (0.50%) above the weighted Average 6 month Gross Treasury bill rate decided on the basis set out below at the expiry of every Six (06) month period from the date of allotment of the Debentures.

BOC DEBENTURE ISSUE 2014 VII Basis of deciding interest rate for Type C & E debentures. A floating nominal rate of interest equivalent to Fifty basis points (0.50%) 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. Interest payments shall fall due bi-annually at the expiry of every six (06) month period from the date of allotment of the Debentures.

Face value of each Debenture : Types A - E – 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 4.0 Billion in the event of a full subscription of LKR 4.0 Billion.

Opening Date : 16th September 2014

Closing Date : 03rd October 2014 or such earlier date on which the initial 40,000,000 debentures are fully subscribed or the date on which the additional 40,000,000 debentures or part thereof are subscribed as may be decided by the bank or such other earlier date in terms of section 2.2 of this prospectus.

Basis of Allotment : Allotment of debentures in the event of oversubscription will be made in the proportion of the number of debentures applied for under each type.

VIII BOC DEBENTURE ISSUE 2014 Interest period : The period between two interest payment dates, which is inclusive of the previous interest payment date and the date immediately preceding the next interest payment date

First Interest Period : The period commencing from the date of allotment and ending on the date immediately preceding the first interest payment date (Inclusive of the aforementioned commencement date)

Final Interest Period : The period commencing from the Last Interest Payment Date before the date of redemption and ending on the date immediately preceding to the date of redemption

Method of payment of : Principal amount and interest will be paid by Principal / interest cheques, SLIPS or RTGS

Minimum Subscription : The minimum subscription per application is LKR 10,000 or 100 debentures. Applications in excess of the minimum Subscription shall be in multiples of Rupees Ten Thousand (LKR 10,000) or Hundred (100) Debentures

Date of Maturity : On completion of 5 and 8, years from the date of allotment of the Debenture. Repayment before the maturity of the Principal Sum of the Debentures in any circumstance shall be subject to the prior approval of the Debenture holders of 3/4th of the face value of the Debentures outstanding at that time and the prior written consent of the Central Bank of Sri Lanka.

Rating of the Instrument : AA (lka) by Fitch Ratings Lanka Limited.

BOC DEBENTURE ISSUE 2014 IX

TABLE OF CONTENTS Page No. 1. Definitions /Abbreviations and Interpretation 01

2. Information Concerning the Issue 04

2.1 Invitation to subscribe 04 2.2 Subscription List 05 2.3 Objectives of the Issue 06 2.4 Interest 06 2.5 Payment of the Principal Sum and Interest 07 2.6 Redemption 07 2.7 Trustee to the Issue 08 2.8 Rights and Obligations of the Debenture holders 08 2.9 Risk factors specifically associated with the debentures 09 2.10 Benefits of Investing in the Debentures 10 2.11 Transfer of the Debentures 10 2.12 Listing 11 2.13 Rating of the Instrument 11 2.14 Transactions with Directors/Promoters 11 2.15 Tax Concession 11

3. Procedure for Application 12

3.1 Prospectus and application forms 12 3.2 Who may apply 12 3.3 How to apply 12 3.4 Mode of payment 15 3.5 Rejection of Applications 16 3.6 Allotment of Debentures 16 3.7 Unsuccessful Applications 17 3.8 Refunds 17

4. Overview of the Bank 18

4.1 Overview 18 4.2 Principal Activities 21 4.3 Stated Capital and Borrowings 24 4.4 Key Customers and Suppliers 28 4.5 Research and Development 28 4.6 Subsidiaries and Associate Companies 29

BOC DEBENTURE ISSUE 2014 4.7 Employees 30 4.8 Takeover Offers 30 4.9 Tax Concessions 30 4.10 Dividend policy of the bank 30 4.11 Financial Ratios of the Bank 31 4.12 Financial Statements of the Bank 31

5 The Board of Directors 32

5.1 Details of the Board of Directors 32 5.2 Directors’ Shareholding 36 5.3 Directors’ Interest 36 5.4 Directors’ Remuneration 36

6. Extracts from the Corporate Governance Practices 37

7. Corporate Management 39

8. Properties 42

9. Statutory & Other General Information 43

9.1 Inspection of Documents 43 9.2 Brokerage 43 9.3 Trustee Fees 43 9.4 Expenses of this Issue 43 9.5 Underwriting 43 9.6 Material Contracts 43 9.7 Litigation, Disputes and Contingent Liabilities 44

Declaration by the Directors 45

Declaration by the Bank 46

Declaration by the Managers to the Issue 46

Rating Report Annexure I

BOC Branch Network Annexure II

BOC DEBENTURE ISSUE 2014 Members and Trading Members of the Colombo Stock Exchange and Custodian Banks Annexure III

Declaration Annexure IV

Details of Properties Annexure V

Report of the Auditor General Annexure VI

Director’s Interest as at 31st December 2013 Annexure VII

BOC DEBENTURE ISSUE 2014

1. DEFINITIONS / ABBREVIATIONS AND INTERPRETATIONS

In this prospectus the following DEFINITIONS / ABBREVIATIONS and INTERPRETATIONS apply unless the subject or context otherwise requires.

BOC /THE BANK : Bank of Ceylon

DATE OF ALLOTMENT : The date on which the Debentures will be allotted to the debenture holders in terms of this prospectus

DATE OF CLOSURE OF THE ISSUE : The date on which the issue will be closed which shall be either 3rd October 2014 or such earlier date on which the initial 40,000,000 Debentures are fully subscribed or the date on which the additional 40,000,000 debentures or part thereof are subscribed as may be decided by the bank or such other earlier date in terms of section 2.2 of this prospectus.

DATE OF MATURITY : On completion of 5 and 8 years from the date of allotment of the debentures.

DEBENTURE : All types of Unsecured Subordinated redeemable Debentures to be issued pursuant to this Prospectus at an Issue price of LKR 100 each.

DEBENTURE HOLDERS : The holders of the Debentures for the time being whose accounts are deposited with the debentures at the CDS as at the relevant date.

DUE DATE OF INTEREST : The dates on which the interest payments shall fall due in respect of the Debentures. Interest payments shall fall due in respect of Debenture of,

Type A and D annually at the expiry of every One (01) year period from the date of allotment of the Debentures.

Type C and E bi-annually at the expiry of every Six (06) month period from the date of allotment of the Debentures.

Type B, quarterly at the expiry of every three (03) month period from the date of allotment of the Debentures.

BOC DEBENTURE ISSUE 2014 1 The first of such interest payment shall fall due in respect of Debentures of Type A and D on the date of expiry of One (01) year in respect of Debentures of Type B on the date of expiry of Three (03) months from the date of allotment of the Debentures and in respect of Debentures of Type C and E on the date of expiry of Six (06) months from the date of allotment of the Debentures, interest payments shall be made by BOC within Three (03) market days from the due dates.

The final interest payments in respect of Debentures of Types A – E shall be made with the repayment of the Principal sum on the date of maturity/redemption of the debentures.

Interest calculation shall be based upon the actual number of days in each interest payment period (Actual/Actual).

In order to accommodate the Debenture interest cycles in the Automated Trading system of the CSE the payment of interest shall not include Debenture holders holding debentures in the CDS as at the last day of the payment cycle but the date immediately preceding the due date of interest (entitlement date). If the entitlement date is a holiday interest shall be calculated including the entitlement date.

LKR : Sri Lankan Rupees

MN : Million

BN : Billion

AER : Annual Effective Rate

POA : Power of Attorney

REDEMPTION : Repayment of the principal monies on these Debentures

REGISTER : The Register of the Debenture Holders to be kept by BOC

2 BOC DEBENTURE ISSUE 2014 SEC : Securities & Exchange Commission of Sri Lanka

CSE : Colombo Stock Exchange

CDS : Central Depository Systems (Pvt) Limited

ATS : Automated Trading System of the Colombo Stock Exchange

TRUSTEE : Deutsche Bank AG, Colombo branch

TRUST DEED : Trust Deed executed between Bank of Ceylon and the Deutsche Bank AG, Colombo branch on 12/08/2014 bearing No 01/2014.

UNSECURED : Repayment of the principal and interest on these Debentures not being secured by any specific asset of Bank of Ceylon.

WORKING DAY : Any day (other than a Saturday or a Sunday or any statutory holiday) on which the Banks and Foreign Exchange markets are open for business in Sri Lanka.

MARKET DAY : Any day on which trading takes place at the CSE.

SUBORDINATE : The Claims of the Debenture holders shall in the event of winding up of BOC, rank after all the claims of the Secured and Unsecured Creditors of BOC and any preferential claims under any Statutes governing BOC but in priority to and over the claims and rights of the Shareholder of BOC.

TIER II CAPITAL : Supplementary capital representing revaluation reserves, general provisions and other capital instruments which combine certain characteristics of equity and debt such as hybrid capital instruments and subordinated term debts.

BOC DEBENTURE ISSUE 2014 3 2. INFORMATION CONCERNING THE ISSUE

2.1 Invitation to Subscribe

The Board of Directors of the Bank of Ceylon (hereinafter referred to either as “BOC” or “Bank”) by a resolution passed on 18th June 2014 resolved to borrow a sum up to LKR 8.0 Billion from the public by the issue of Unsecured Subordinated Redeemable Debentures.

BOC hereby invites the public to make applications for the subscription of 40,000,000 (Forty Million) Unsecured Subordinated Redeemable debentures at an issue price of LKR 100 each payable in full as outlined in this Prospectus, with an option to issue up to a further 40,000,000 (Forty Million) Debentures in the event of an over subscription of the initial 40,000,000 Debentures.

BOC invites applications for Five (05) types of Debentures described below, which shall rank equal and pari passu with each other, without any preference or priority one over the other except for the tenor, interest coupon offered and the frequency at which the interest is paid.

Debenture Types / Categories

Unsecured Subordinated Redeemable Debentures with face value of LKR 100 each, categorized in to 5 types as described below.

Type A Tenor 5 years, fixed interest paid annually. Interest is payable at a fixed rate of Eight per cent (8.00%) per annum on the Principal sum annually (AER 8.00%) at the expiry of every One (01) year period from the date of allotment of the Debentures.

Type B Tenor 5 years, fixed interest paid quarterly. Interest is payable at a fixed rate of Seven point Seven Five per cent (7.75%) per annum (AER 7.98%) on the Principal sum quarterly at the expiry of every Three (03) month period from the date of allotment of the Debentures.

Type C Tenor 5 years, floating interest paid bi-annually. Interest is payable on the Principal sum bi-annually at a floating rate equivalent to 50 basis points (0.50%) above the weighted Average 6 month Gross Treasury bill rate decided on the basis set out below at the expiry of every Six (06) month period from the date of allotment of the Debentures.

Type D Tenor 8 years, fixed interest paid annually. Interest is payable at a fixed rate of Eight point Two Five per cent (8.25%) per annum on the Principal sum

4 BOC DEBENTURE ISSUE 2014 annually (AER 8.25%) at the expiry of every One (01) year period from the date of allotment of the Debentures.

Type E Tenor 8 years, floating interest paid bi-annually. Interest is payable on the Principal sum bi-annually at a floating rate equivalent to 50 basis points (0.50%) above the weighted Average 6 month Gross Treasury bill rate decided on the basis set out below at the expiry of every Six (06) month period from the date of allotment of the Debentures.

The tenure of these Debentures will be 5 and 8 years from the date of allotment of the Debentures.

The repayment of the Principal and Interest on these Debentures are not being secured by any specific assets of BOC.

These Debentures will be listed on the CSE.

The rights of the Debenture holders for receipt of the Principal Sum and any accrued interest on these Debentures in the event of winding up of BOC would be subordinated to the rights of the Secured and other Unsecured Creditors of BOC and any preferential claims under any statutes governing BOC. Therefore the claims of these Debenture holders shall in the event of winding up of BOC rank after all the claims of the Secured and other Unsecured Creditors of BOC and any preferential claims under any statutes governing BOC but in priority to and over the claims and rights of the shareholder of BOC.

2.2 Subscription List

Subject to the provisions contained below, the subscription list for the Debentures will open at 9.30 a.m. on 16th September 2014 and shall remain open for 14 market days until closure at 4.30 p.m. on 03rd October 2014.

In the event of an over-subscription of the 40,000,000 Debentures, the subscription list will close at 4.30 p.m. on the same day on which it is oversubscribed, with the notification of CSE, unless otherwise decided by the Bank to keep the subscription list open until subscription of a further 40,000,000 Debentures or part there of as may be decided by the Bank. In such event the subscription list will close at 4.30 p.m. on the day on which a further 40,000,000 Debentures or part thereof as may be decided by the Bank have been subscribed, with the notification of CSE or on 03rd October 2014. whichever is earlier. In the event the bank intends to close the subscription list once part of the second tranche is subscribed, one day prior notice will be given to the CSE.

Applications may be made forthwith. Duly completed applications in the manner set out under the Procedure for Application in Section 3 of this Prospectus will be accepted.

BOC DEBENTURE ISSUE 2014 5 2.3 Objectives of the Issue

a) To increase the Tier II capital of the Bank in order to enhance the Capital Adequacy Ratio and Single Borrower Limit. b) To minimize and manage the gap exposure in the Bank’s assets/liability portfolios. c) To strengthen the Bank’s liquidity position and to increase the asset base. d) To obtain the advantage of comparatively low interest rates prevailing in the market and tax exemptions granted for the listed debentures.

Proceeds will be utilized mainly for expansion of the loan book.

2.4 Interest

Interest payable in respect of Debentures of Types A – E shall be as follows:

Type A A fixed nominal rate of Eight per cent (8.00%) per annum (AER 8.00%) 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 fixed rate of Seven point Seven Five per cent (7.75%) per annum (AER 7.98%) on the Principal sum payable quarterly at the expiry of every Three (03) month period from the date of allotment of the Debentures.

Type C & E A floating nominal rate of interest equivalent to Fifty basis points (0.50%) 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 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. Interest payments shall fall due bi-annually at the expiry of every six (06) month period from the date of allotment of the Debentures.

6 BOC DEBENTURE ISSUE 2014 Type D A fixed rate ofEight point Two Five per cent (8.25%) per annum (AER 8.25%) on the Principal sum payable annually at the expiry of every One (01) year period from the date of allotment of the Debentures.

The first of such interest payments shall fall due in respect of Debentures of Type A and D on the date of expiry of One (01) year and in respect of Debentures of Type B on the date of expiry of Three months and in respect of Debentures of Type C and E on the date of expiry of Six (06) months from the date of allotment of the Debentures. Interest payments shall be made within Three (03) market days from the due dates. The final interest payments in respect of Debentures of Types A - E shall be made with the repayment of the Principal sum on the date of maturity/redemption of the Debentures.

In order to accommodate the debenture interest cycles in the Automated Trading System of the CSE the payment of interest shall not include debenture holders holding Debentures in the CDS as at the last day of the payment cycle but one day prior to the due date of interest (entitlement date). If the entitlement date is a holiday interest shall be calculated including the entitlement date.

Interest calculation shall be based upon the actual number of days in each interest payment period (actual/actual).

2.5 Payment of the Principal Sum and Interest

Payment of the principal sum and interest on the Debentures will be made after deducting any charges thereon (if any) in Sri Lankan Rupees to the Debenture holders registered as at the due date of interest/Principal sum and will be sent by ordinary post to the addresses of debenture holders recorded with CDS through the post at the risk of such Debenture holders, by crossed cheques marked “Account Payee Only” or pay to a bank account or otherwise through electronic fund transfer mechanism recognized by banking system as per information available with CDS or provided direct to BOC by the Debenture holders and such payment shall be deemed to be a payment duly made by BOC to the respective Debenture holders in redemption of the Debentures of such holders.

2.6 Redemption

BOC shall redeem the Debentures of Types A – E at LKR 100 per Debenture and at the expiry of 5 and 8 years from the date of allotment of the Debentures (i.e. on the date of maturity) or on such other earlier date on which the Debentures become payable in accordance with the provisions contained in the Trust Deed. If the date of redemption/maturity falls on a non-working day on which the Banks are closed for business, then the Debentures will be redeemed on the next working day of the date of redemption/maturity with the interest up to date of actual payment of the principal amount.

BOC DEBENTURE ISSUE 2014 7 Repayment before the maturity of the Principal Sum of the Debentures in any circumstance shall be subject to the prior approval of the Debenture holders of 3/4th of the face value of the Debentures outstanding at that time and the prior written consent of the Central Bank of Sri Lanka.

2.7 Trustee to the Issue

Deutsche Bank AG, Colombo branch has agreed in writing to act as the Trustee to this Debenture Issue and has issued a consent letter to this effect. The Bank and the Trustee have executed a Trust Deed. The Debenture holders in their application for subscription will be required to, irrevocably authorize the Trustee, subject to any overriding clauses in the Trust Deed to act as their agent in entering into such deeds, writings and instruments with the Bank and to act as the Trustee for the benefit of and Interest of the Debenture holders on the terms and conditions contained in the said Trust Deed.

The rights and obligations of the Trustee are set out in the Trust Deed.

There is no conflict of interest between the Trustee and the Bank of Ceylon.

2.8 Rights and Obligations of the debenture holders

a) Debenture holders are entitled to the following: Receiving the Principal Sum at maturity and interest on the Debentures as per Section 2.4 of this Prospectus. Ranking above the shareholder (Government of Sri Lanka) in the event of liquidation Calling and attending meetings of the Debenture holders as set out in the Trust Deed.

b) Debenture Holders are not entitled to the following: Attending and voting at the meetings of the holders of the other Debentures issued by the Bank. Sharing in the profits of the Bank. Participating in any surplus in the event of liquidation.

c) Holders of other Debt Securities have the same rights as above.

d) Each Debenture Holder must ensure that the information in respect of the securities account maintained with the CDS is up to date and accurate. Each Debenture Holder shall absolve the Bank from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS. Provided further that the Debenture Holders shall absolve the CSE and the CDS from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS where such errors or inaccuracies or absence of changes are attributable to any act or omission of the Debenture Holders.

8 BOC DEBENTURE ISSUE 2014 2.9 Risk factors specifically associated with the Debentures

Subscribers to the Debentures will be exposed to the following risks:

(It is vital to note however that these risks are not unique to BOC Debentures and apply generally to any unsecured corporate debt security, fixed deposit or any other term or money deposit)

(i) Interest Rate Risk

The price of a typical Debenture will change in the opposite direction to a change in the market interest rates assuming all other factors are equal. “Market Interest Rate” refers to interest rate expected by the investors for investments with similar maturity and risk profile. As market interest rates rise, price of the Debenture may fall and vice versa. If an investor sells a Debenture prior to maturity when market interest rate is higher than BOC Debenture interest rates, the investor may incur a capital loss. Similarly, if an investor sells a Debenture prior to maturity when market interest rate is lower than the BOC Debenture interest rate, then the investor may receive a capital gain. This uncertainty is known as interest rate risk.

Further, if the six months Treasury Bill rate plus 50 basis points rise above the fixed rate of the debentures, the floating rate investor will gain more than the fixed rate investor whilst if the six month Treasury Bill rate plus 50 basis points fall below the fixed rate of the Debenture, the floating rate investor would earn an interest below the fixed rate investor.

(ii) Reinvestment Risk

BOC shall pay interest on the Debentures of Type A and D annually and Type B quarterly and Type C and E bi-annually. The investor may decide to reinvest this interest payment and earn interest on interest. Depending on the prevailing market interest rates, the Debenture holder may be able to reinvest the paid interest at a higher or lower interest rate than that is offered by the BOC Debenture. This uncertainty is known as “reinvestment risk “.

(iii) Default Risk

Default risk also known as Credit risk, refers to the risk that the issuer of a Debenture may default. I.e. the issuer will be unable to pay interest and principal when due. It is advisable for prospective BOC Debenture investors to take into account past earnings and asset growth performance of BOC, present financial strengths as reflected in the Balance Sheet of the Bank, its Risk Management Policies, Fitch Rating of AA+ stable outlook for BOC, and the highly experienced and skilled Directors and Senior Management Team and finally state ownership when forming an opinion on Default Risk.

BOC DEBENTURE ISSUE 2014 9 (iv) Liquidity Risk

Liquidity Risk refers to the ability to encash the Debenture by selling it since the initial placement. As the Debenture instrument is listed on the CSE, investors will be able to sell them in the secondary market at any given point of time and convert them to cash. Hence the BOC Debentures carry low liquidity risk.

2.10 Benefits of investing in the Debentures

An attractive interest income throughout the investment period. Opportunity to realize capital gain according to interest rate fluctuations in the financial markets. Capacity to exit from the investment at any time. Can be used as collateral to obtain credit facilities from banks and financial institutions. Tax benefit to the investors

2.11 Transfer of the Debentures

a) These Debentures shall be freely transferable and the registration of such transfer shall not be subject to any restriction, save and except to the extent required for compliance with statutory requirements.

b) The Debentures shall be transferable and transmittable through the CDS as long as the Debentures are listed in the CSE. Subject to the provisions contained herein BOC may register without assuming any liability any transfer of Debentures, which are in accordance with the statutory requirements and rules and regulations in force for the time being as laid down by the CSE, SEC, and the CDS.

c) In the case of the death of a Debenture holder,

the survivor where the deceased was a joint holder; and the executors or administrators of the deceased or where the administration of the estate of the deceased is in law not compulsory, the heirs of the deceased where such Debenture holder was the sole or only surviving holder; shall be the only persons recognized by BOC as having any title to his/her Debentures.

d) Any person becoming entitled to any Debenture in consequence of bankruptcy or winding up of any Debenture holder, upon producing proper evidence that he/she sustains the character in respect of which he/she proposes to act or his/her title as the Board of Directors of BOC thinks sufficient, may at the discretion of the Board be substituted and accordingly registered as a Debenture holder in respect of such Debentures subject to the applicable laws, rules and regulations of BOC, CDS, CSE and SEC.

10 BOC DEBENTURE ISSUE 2014 e) No change of ownership in contravention to these conditions will be recognized by BOC.

2.12 Listing

An application has been made to the CSE for permission to deal in and obtain a listing for these Debentures on the CSE and approval has been granted in principle by the CSE. However the CSE assumes no responsibility for the accuracy of the statements made or opinions expressed or reports included in this prospectus. Admission to the CSE is not to be taken as an indication of the merits of BOC or of these debentures.

2.13 Rating of the Instrument

Fitch Ratings Lanka Ltd (FRLL) has assigned an AA(lka) rating to the Debenture instrument. The Rating report issued by FRLL is set out in Annexure I

2.14 Transactions with Directors/Promoters

Bank has not undertaken any special transactions with Directors /promoters except for arm’s length transactions done at the ordinary course of business within two preceding years of the Prospectus.

2.15 Tax concession

As per section 9,13 and 135 of Inland Revenue Act No:10 of 2006 (as amended) any interest or discount, any profit and income derived by accruing or arising from any interest made after 1st January 2013 or sale of any corporate debt security (eg: debentures) quoted in any stock exchange licensed by SEC should be exempted from income tax. (including deduction of withholding tax)

BOC DEBENTURE ISSUE 2014 11 3. PROCEDURE FOR APPLICATION

3.1 Prospectus and Application Forms

Copies of the Prospectus and Application Forms are available free of charge from the the following places/Institutions:

a) Registered Office/Head Office of the Bank. b) All Branches of the BOC listed in Annexure II c) Member firms and Trading Members of the Colombo Stock Exchange and custodian banks listed in Annexure III

3.2 Who may apply?

Applications are invited for the subscription of the Debentures from the following categories of applicants:

a) Individuals who are resident in Sri Lanka and above 18 years of age. b) Corporate bodies and societies registered / incorporated / established in Sri Lanka and authorized to invest in Debentures. c) Approved provident funds, trust funds and contributory pension schemes registered/incorporated / established in Sri Lanka and authorized to invest in Debentures. In the case of approved Provident Funds, Trust Funds and approved contributory Pension Schemes, the applications should be in the name of the Trustee/Board of Management in order to facilitate the opening of the CDS accounts. d) Foreign institutional investors, corporate bodies, incorporated outside Sri Lanka and individuals resident outside Sri Lanka.

Applications will not be accepted from individuals who are under the age of 18 years or in the name of sole proprietorships, partnerships or unincorporated trusts. “Individuals resident outside Sri Lanka” shall have the same meaning as in the notice published under the exchange control act in gazette no. 15007 dated 21/04/1972.

Investments in debentures by Non-Residents shall be in compliance with the relevant Exchange Control Regulations including the conditions stipulated in the notices under the Exchange Control Act with regard to the issue and transfer of debentures of companies incorporated in Sri Lanka to foreign investors published in the Government Gazette (Extraordinary) No. 1733/19 of 22.11.2011 and No.1681/11 of 22.11.2010.

3.3 How to Apply

a) Applications should be made on the Application Forms, issued with the Prospectus. (Exact size photocopies of the Application Forms too would

12 BOC DEBENTURE ISSUE 2014 be accepted.) Care must be taken to follow the instructions given in the Application Form. Applicants using photocopies are requested to inspect the Prospectus, which is available for inspection and also issued free of charge at the collection points listed in Annexure II & III. Applications that do not strictly conform to such instructions and the other instructions set out below or which are illegible will be rejected. b) Applications should be made for a minimum of one hundred (100) Debentures (LKR 10,000). Applications exceeding 100 Debentures should be in multiples of 100 Debentures (LKR 10,000). Applications for less than 100 Debentures or for a number, which is not in multiples of 100 Debentures, will be rejected. c) Only one type of Debentures should be applied per Application form. Investors may apply for different types of Debentures on separate application forms using exact size photocopies. If several applications are received under one type of Debenture from a single customer that would be considered as multiple application. The Bank/ Managers to the issue reserve the right to decide on and reject multiple applications at their discretion. d) If the ownership of the Debentures is desired in the name of one individual, full details should be given under the heading SOLE/FIRST APPLICANT in the application form, in the case of joint applicants, the signatures and particulars in respect of all applicants must be given under the relevant headings. e) Applications by Companies, Corporate bodies, Societies, approved Provident Funds, Trust Funds and approved Contributory Pension Schemes registered/ incorporated/established in Sri Lanka should be made under their common seal or in any other manner as provided by their Articles of Association or such other constitutional documents of such applicant or as per the statutes governing them. In the case of approved Provident Funds, Trust Funds and approved Contributory Pension Schemes, the applications should be in the name of the Trustee/Board of Management in order to facilitate the opening of the CDS accounts. f) Companies/Corporate entities should state the Company Registration Number in the application form. Individuals should state their National Identity Card (NIC) Number in the Debenture Application Form. Passport Number will be accepted only when the NIC Number is not available. g) Any application form, which does not state the NIC, Passport or Company Registration Number and CDS account number as the case may be, will be rejected. h) In the case of the applications made under Powers of Attorney (POA) a copy of such POA, certified by a Notary Public should be attached with the Application Form. Original POA should not be attached.

BOC DEBENTURE ISSUE 2014 13 i) As per the Foreign Account Tax Compliance Act (FATCA) “US Persons” must provide the duly completed declaration as per the specimen given in Annex. IV together with the application form. Under the provisions of FATCA, “US Persons” include; • US Citizens (including an individual born in U.S. but resident in another country who has not renounced U.S. citizenship) • A lawful citizen of the U.S. (including Green card holders) • A person residing in the U.S. • A person who spends certain number of days in the U.S. each year • U.S. Corporations, estates and trusts • Any entity that has a linkage or ownership to U.S. or the U.S. territories • Non U.S. entities that have at least one U.S. Person as a “substantial beneficial owner”

j) Applicants who wish to apply through their Margin Trading Account should submit the application in the name of the “Margin Provider / Applicant’s Name” signed by the margin provider. A copy of the Margin Trading Agreement should be attached with the Application Form. Margin Providers can apply under their own name and such applications will not be considered as multiple applications.

k) Funds for the investments in debentures and the payment for debentures by the non resident investors should be made only out of funds received as inward remittances or available to the credit of “Securities Investment Account” (SIA) of the foreign investor opened and maintained in a licensed commercial Bank in Sri Lanka in accordance with directions given by the Controller of Exchange in that be half to commercial banks.

An endorsement by way of a letter issued by the licensed commercial bank in Sri Lanka through which the payment is made should be attached to the debenture application to this effect.

l) Application forms stating 3rd party CDS Account Numbers, instead of their own CDS Account Numbers, except in the case of Margin Trading, will be rejected.

m) Application Forms properly filled in accordance with the instructions thereof together with the remittance for the full amount payable on application should be enclosed in an envelope marked “BOC DEBENTURE ISSUE” on the top left hand corner in capital letters and dispatched by post or delivered by hand to the following address. Managers & Registrars to the Issue Bank of Ceylon Investment Banking Division 11th Floor, Head Office, BOC Square, No 1, Bank of Ceylon Mawatha Colombo 01 14 BOC DEBENTURE ISSUE 2014 In the alternative Application forms may also be delivered by hand to the head office or to any branch of the Bank of Ceylon listed in Annexure II ortoany member firm or trading member of the CSE listed in Annexure III

Applications sent by post or delivered to any places mentioned in Annexure II and III should reach the office of the Managers and Registrars to the Issue at least by 4.30 p.m. on the third working day immediately upon the closure of the subscription list. Applications received after the said period will be rejected even though they have been delivered to any of the said places prior to the closing date or carry a postmark dated prior to the closing date. Applications delivered by hand to the managers & registrars to the issue after the closure of the issue will also be rejected.

3.4 Mode of Payment

1. Payment should be made separately in respect of each application only by way of cheques, bank draft or bank guarantee, as the case may be. Each Application Form should be accompanied by no more than one cheque, bank draft or bank guarantee. Application with two or more cheques, bank drafts, or bank guarantees will be rejected. Application Forms accompanied by cash will not be accepted.

2. Cheques or Bank Drafts should be drawn upon any commercial bank in Sri Lanka and crossed “Account Payee Only” and made payable to “BOC Debenture Issue Account”. The bank guarantee valid up to minimum of 14 days from the closing date of issue should be in a manner acceptable to BOC and should be issued by a commercial bank in Sri Lanka and payable on demand to “BOC Debenture Issue Account”

3. Payments for applications for values above and inclusive of Sri Lankan Rupees One Hundred Million (LKR 100,000,000) should be supported by a Bank Guarantee issued by a licensed commercial bank. Cheques and Bank Drafts will not be accepted for values above and inclusive of Sri Lankan Rupees One Hundred Million (LKR 100,000,000) Applicants are advised to ensure that sufficient funds are available in order to honour the bank guarantees, inclusive of charges when called upon to do so by the Managers/registrars to the Issue. It is advisable that the applicants discuss with their respective bankers the matters with regard to the issuance of bank guarantees and all charges involved.

4. The amount payable should be calculated by multiplying the number of debentures applied for by the issue price of LKR 100 per debenture. If there is discrepancy in the amount payable and the amount specified in the cheque/bank draft or bank guarantee, the application will be rejected.

5. In the event that cheques are not realised prior to the date of deciding the basis of allotment, the monies will be refunded and no allotment of Debentures will be made. Cheques must be honoured on first presentation for the application to be valid.

BOC DEBENTURE ISSUE 2014 15 6. All cheques/bank drafts received in respect of the applications will be banked immediately after the closure of the subscription list.

3.5 Rejection of Applications

1. Application Forms and the accompanying cheques/bank drafts or bank guarantees, which are illegible or incomplete in any way and/or not in accordance with the terms, conditions and instructions, set out in this Prospectus will be rejected at the sole discretion of BOC.

2. Applications from Persons/ Applicants under the age of 18 years or in the names of sole proprietorships, partnerships, unincorporated trusts will also be rejected.

3. Any application form, which does not state the NIC, Passport or Company Registration Number as the case may be, will be rejected. Applications which do not carry the CDS account number, which is not opened at the time of closure of the subscription list or which indicate an incorrect/ inaccurate CDS account number shall be rejected, and no allotment will be made.

4. Applications delivered by hand to the managers and registrars to the issue after the subscription list is closed will be rejected. Applications received by post after 4.30 p.m. on the third working day immediately following the date of closure of the subscription list, will also be rejected even if they carry a post mark dated prior to the closing date of the subscription list.

Applications delivered to any places mentioned in Annexure II & III should also reach the office of the Managers/Registrars to the Issue at least by 4.30 p.m. on the third working day immediately upon the closure of the Subscription List. Applications received after the said duration will be rejected even though they have been delivered to any of the said places prior to the closing date.

3.6 Allotment of Debentures

In the event of over subscription in any category the basis of Allotment will be decided by the bank in a fair manner before expiry of seven (07) market days from the closure of the Issue.

Applicants will be notified the respective allotments of the Debentures within 10 market days from the closure of the subscription list.

No preferential allotments will be made by BOC with regard to any specific individual or entity. The allotments will be made in a fair manner.

The directors of BOC reserve the right to refuse any application or to accept any application in part only, without assigning any reason therefore.

16 BOC DEBENTURE ISSUE 2014 3.7 Unsuccessful Application

BOC shall refund payment due on applications fully or partly unallotted within Ten (10) market days excluding the date of closure of the issue. Applicants shall be entitled to receive interest at the rate of last quoted average weighted Prime lending rate (AWPLR) published by the Central Bank of Sri Lanka plus 5% for the delayed period on any refunds not made within this period.

3.8 Refunds 1. Where an application is not accepted, subsequent to the cheque being realised the applicant’s money in full or where an application is accepted only in part, the balance of the applicant’s money will be refunded. If the applicant has provided accurate and complete details of his bank account in the application, the bank shall make such refund payments to the bank account specified by the applicant, through Sri Lanka Interbank Payment System (SLIPS) and payment advice will be sent. In the event of refunds over Rupees Five Million (LKR 5,000,000/-) or if the applicant has not provided accurate and correct details of his bank account in the application, the bank shall make such refund payment to the applicant by way of a cheque and sent by post at the risk of the applicants. In the case of joint applications, the cheques will be drawn in favour of the applicant’s name appearing first on the application form. Refund cheques on Debentures, which have not been allotted, will be posted before the expiry of Ten (10) market days excluding the date of closure of the subscription list. Applicants would be entitled to receive interest at the rate of last quoted average weighted prime lending rate (AWPLR) published by the Central Bank of Sri Lanka plus 5% for the delayed period on any refunds not made within this period.

Applicants can obtain details on bank and branch codes required for providing instructions on SLIPS transfers at the following website.

http://www.lankaclear.com/products_and_services/sl_interbank_payment_ system_guideline.php

2. Debentures allotted will be directly uploaded to the respective CDS accounts given in the application before the expiry of eighteen (18) market days, from the date of closure of the subscription list. A written confirmation of the credit will be sent to the applicant within two market days of crediting the CDS account, by ordinary post to the address provided by each applicant in his or her respective applications. 3. The BOC will submit to the CSE a ‘Declaration’ on direct upload to CDS on the market day immediately following the day on which the investor’s CDS accounts are credited with the securities.

BOC DEBENTURE ISSUE 2014 17 4. OVERVIEW OF THE BANK

Vision of the Bank “Bankers to the Nation”

Mission Customers: “Foster mutually rewarding relationships with all our customers, exceeding their expectations”.

Staff: “Give all our staff, the recognition and rewards to be the best team of achievers in service excellence”.

Owners: “Be a profitable catalyst for equitable development covering urban and rural areas“.

Society: “Provide world-class banking services across the nation as a beacon for progress and growth”.

4.1 Overview Founded in 1939, the Bank is the leading commercial bank in Sri Lanka in terms of total asset size, branch and ATM network size and total revenues. The Bank was established as Sri Lanka’s first locally-owned bank. The Bank has been wholly-owned since 1961 by the Government and has a significant role in providing credit for the economic development of Sri Lanka. The Bank has the largest market share in loans and advances to customers, customer deposits, inward remittances and treasury operations.

As of May 31, 2014 the Bank’s domestic network included 565 branches, 48 extension offices and 528 ATMs. Internationally, the Bank is represented by an overseas subsidiary in the United Kingdom, branches in Chennai,India , Malé,Maldives and Mahe,Seychelles and representative officers in 25 countries around the world.

The Bank is firmly entrenched as Sri Lanka’s premier financial services organization offering a broad range of services consisting of commercial banking, trade finance, development financing, mortgage financing, leasing, investment banking, corporate financing, dealing in government securities, pawn brokering, credit card facilities, off-shore banking, foreign currency operations, islamic banking and other financial services to consumers, corporate customers and the Government of Sri Lanka.

18 BOC DEBENTURE ISSUE 2014 BOC also has thirteen Subsidiaries including Bank of Ceylon UK limited and five Associate Companies in the areas of property development, merchant banking, leasing and finance, hotels, travel, unit trust and stock brokering.

Bank’s procedures and protocols are driven through good corporate governance and transparency by complying with all regulatory requirements and best practices in the industry. It is committed to follow good corporate citizenship by actively involving in Corporate Social Responsibility activities by providing specific budgetary allocations for vital and justifiable social welfare projects and utilizing such funds for the intended purpose.

(source – BOC Research & Development Analysis Report)

COMPETITIVE STRENGTHS • 100% Government owned with strong Sovereign support. • Largest bank in Sri Lanka with an asset base amounting to over LKR 1.1 trillion as at end of December 2013 • Market leader in the financial services sector in Sri Lanka with market shares of 22% in loans and 20% in advances. . • Market leader in inward remittances with over 39% market share and stable base of dollar deposits funded by overseas worker remittances. • Highly experienced and qualified corporate management team with each member having over 20 years of service in the banking industry. • Robust and transparent corporate governance structure. • Ranked above all Sri Lankan banks in the top 1000 banks in the world. • Wide presence with a branch network of 565 branches, 48 extension offices and 528 ATMs across the country. • One of the highest rated local Commercial Banks in Sri Lanka. • BOC became the first commercial bank to enter into the International debt capital market. It issued a USD 500 million five year bond in May 2012 and followed it up with another issue of USD 500 million again with a tenor of five years in April 2013.

(source – BOC Annual Report 2013)

BOC DEBENTURE ISSUE 2014 19 Operational Structure of the Bank

DGM Corporate & Offshore Banking

DGM International,Treasury & Investment

DGM Retail Banking

DGM Sales & Channel Management

DGM Product & Development Banking

DGM Recovery

Board of General Chief Financial Officer Directors Manager

DGM Finance & Planning

Chief Risk Officer

Chief Internal Auditor

Head of IT

DGM Human Resources

Chief Legal Officer

DGM Support Services

Chief Marketing Officer

20 BOC DEBENTURE ISSUE 2014 4.2 Principal activities

Bank as the bankers to the nation plays a key role in the country’s development and positioned to serve prospective investors in the key areas of growth identified in 6 hubs, namely aviation, maritime, tourism, knowledge, energy and commercial. We provide a comprehensive range of services covering all business sectors. Listed below are the products and services provided.

Retail Banking • Saving Accounts • Current Accounts (Normal, BOC Prestige Plus) • Term Deposits • Loans and Advances (Housing, Personal, Educational, Special Schemes, Development, Leasing, Overdrafts, Ran Surakum Naya Seva, Term loans) • Foreign Currency Accounts • Special Accounts (Rupee Accounts for Non-Resident Sri Lankan Investments, Securities Investment Account) • Islamic Banking Products • Channel Products

Corporate & Offshore Banking • Project Financing • Syndicate Loans • Term Loans • Working Capital Financing • Trade finance (import/export trade) • Leasing • Letters of Guarantee • Money Market Loans • Cash Management • Offshore Banking (Term Loans, Syndicate Loans, Project Financing, Investment & Fund Management, Trade finance, Working capital)

International & Treasury • Treasury (Liquidity Management, Foreign Exchange Management, Asset & Liability Management, Investment in Government Securities, Derivatives) • International (Remittances, Correspondent Banking Relationship, Trade Promotion) • Overseas Banking • Investment Banking (Corporate Advisory, Debt Issue, Private Placements & Advisory, Trustee/Custodian Services, Wealth /Asset Management, Structured Products, IPOs)

Development Banking • Micro Finance • Fisheries • Agriculture Business

BOC DEBENTURE ISSUE 2014 21 • Dairy • Small & Medium Enterprises • Self Employment • Rural Credit

Credit Cards

Future Strategies and Risks attached to the Bank

Future Strategies CBSL in its 2014 roadmap outlined that it expects to continue to control and reduce inflation, and that interest rates will decline to lower levels paving opportunities for Corporate and SME sectors to borrow at lower costs. The exchange rate, which in recent months operated within a narrow band, is expected to continue to stabilise in the coming year. With the expectation of real economic growth of over 8% in the medium term, the Bank will continue to promote credit growth.

Demand for credit is expected to increase as interest rates decline. Further, we expect the cost of borrowing to decrease further during this year resulting in sustained pressure on net interest margins. We expect growth in both retail banking operations and off-shore and foreign lending to maintain profitability along with increased fee income growth. Embedding excellence in operations is expected to streamline cost structures and result in capacity to handle increased volumes and reduce costs. Additionally, centralizing operations such as Trade Finance will also contribute to streamlining of costs. The Bank will look to deepen its existing customer relationships and build new customers specially focussing on the middle market in order to achieve its growth targets and to retain its position as the leading provider of financial services.

Bank of Ceylon will intensify support to promote development of export oriented industries as global demand picks up and Sri Lanka continues to diversify its manufacturing base. Positioning Bank of Ceylon as the local international bank is the target we aspire for as we seek to penetrate to global markets. Initial studies and assessments have been carried out for branches in the African continent and in India and we expect to establish overseas branches to add to our existing branches in Seychelles, Maldives and India and the subsidiary in London.

The next growth phase for the Bank is recognized to be technology driven, covering both the front office systems as well as the back office processes. The Bank is embarking on Major IT driven strategy based on four pillars namely enhancement of delivery channels, internal process automations and upgrading existing systems, infrastructure upgrades, security and compliance. BOC will look to further improve staff productivity through automation and streamlining of business processes.

The Bank will continue to reduce its dependency on foreign borrowings. As the market in Sri Lanka matures, the Bank will actively involve in introducing and promoting derivative products. 22 BOC DEBENTURE ISSUE 2014 Assumptions on future strategies

• Political stability of the country and policy stability • Banking sector growth is sourced from domestic economy • Single digit inflation • GDP will grow positively focusing on agriculture, tourism, fisheries, infrastructure and service industry.

Risks attached to the Future Strategies

• The following risks are involved in implementing the future strategies of the Bank. • Changes to the government policy directions • Unexpected external shocks • Risk of political instability • Systemic threat on asset quality • Natural disasters

Risk Management

The Bank has a well-established integrated risk management framework, complying with Central Bank regulations and international best practices. The risk management framework approved by the Board establishes the risk governance, risk appetite, and the risk management techniques over risk taking activities. It sets strategic direction through policies and procedures for identification, assessment, monitoring, reporting and mitigation of risks.

The Integrated Risk Management Committee (IRMC) assists the Board in fulfilling its oversight responsibilities with respect to the operation and effectiveness of risk management functions. This committee is a Board subcommittee.

As an entity responsible for oversight of the risk management function of the Bank, Independent Integrated Risk Management Division (IIRMD) functions as a separate department headed by the CRO, which is independent from the revenue generating business units to provide management focus on specific risk issues prevalent within the business, and is responsible for the implementation of international best practices & regulatory guidelines. The IIRMD is proactively engaged in the strategic responses to uncertain conditions, reducing the likelihood of emerging future problems. Further, IIRMD is engaged in integrating risk management capabilities within the organization to achieve its corporate objectives.

BOC DEBENTURE ISSUE 2014 23 4.3 Stated capital and Borrowings

a) The detailed breakdown of the share capital of BOC is given below as at 30th June 2014 LKR’000 Authorized Capital 50,000,000 ordinary shares of LKR 1000 each 50,000,000 Issued and fully paid 5,000,000

The entire 5,000,000 issued shares of BOC is held by the Secretary to the Treasury on behalf of the Government of Sri Lanka.

b) Particulars of Loans, other Borrowings, Liabilities and indebtedness as at 30th June 2014 LKR ‘000 (i) Long term borrowings Debenture Issued (Note 1 below) 44,078,813 Term Borrowings from banks abroad 56,831,256 Refinance borrowings 4,072,330 Senior notes (Note 2 below) 130,355,000

(ii) Short term Borrowings Securities sold under re-purchase agreements 60,073,946

Note 01- Details of Debentures

II. Unlisted Rupee debentures issued by BOC as at 30th June 2014

LKR ‘000

24 BOC DEBENTURE ISSUE 2014 Above debenture holders entitled to following rights. • Receiving the principal sum at maturity and interest on the debentures as stipulated. • Ranking above the shareholders (Government of Sri Lanka) in the event of liquidation.

There are no any convertible debentures issued by Bank of Ceylon.

lI. Listed Rupee Debentures as at 30th June 2014

Rupee Debentures issued by BOC 2010 / 2015 as at 30th June 2014

LKR ’000’ Instrument No of Amount Rate of Interest Investors Unsecured Subordinated 116 Fixed rate of eleven and half per Redeemable Five (05) 1,074,670 cent (11.5%) per annum on the year Debentures of LKR Principal sum Payable annually at 100 each the expiry of every One (01) year period from the date of allotment of the Debenture

Unsecured Subordinated 57 3,925,330 Floating rate equivalent to Seventy Redeemable five (05) Five Basis points (0.75%) above year Debentures of LKR the Weighted Average six (06) 100 each Months Gross Treasury Bill interest rate 5,000,000

Rupee Debentures issued by BOC 2011 / 2016 as at 30th June 2014

LKR ’000’ Instrument No of Amount Rate of Interest Investors Unsecured Subordinated 72 3,900,140 Fixed rate of eleven per cent (11%) Redeemable Five (05) year per annum on the Principal sum Debentures of LKR 100 Payable annually At the expiry each of every One (01) year period From the date of Allotment of the Debenture Unsecured Subordinated 17 1,097,560 Floating rate equivalent to Seventy Redeemable five (05) year Five Basis points (0.75%) above Debentures of LKR 100 weighted average six (06) months each Gross Treasury Bill Interest Rate Unsecured Subordinated 11 2,300 Fixed rate of ten point five per cent Redeemable five (05) year (10.5%) per annum on the Principal Debentures of LKR 100 sum Payable bi-annually At the expiry each of every Six (06) month period from the date of Allotment of the Debenture

5,000,000

BOC DEBENTURE ISSUE 2014 25 Rupee Debentures issued by BOC 2012 / 2017 as at 30th June 2014

LKR ’000’ Instrument No of Amount Rate of Interest Investors Unsecured Subordinated 175 5,959,880 Fixed rate of sixteen per cent Redeemable Five (05) (16%) per annum on the Principal year Debentures of LKR sum Payable annually At the expiry 100 each of every One (01) year period From the date of Allotment of the Debenture Unsecured Subordinated 04 420 Floating rate equivalent to One Redeemable five (05) Hundred and Twenty Five Basis year Debentures of LKR points (1.25%) above Weighted 100 each Average six (06) months Gross Treasury Bill Interest rate Unsecured Subordinated 14 39,700 Fixed rate of Fifteen point Two Five Redeemable five (05) 6,000,000 per cent (15.25%) per annum on the year Debentures of LKR Principal sum Payable bi-annually 100 each At the expiry of every Six (06) month period from the date of Allotment of the Debenture 6,000,000

Rupee Debentures issued by BOC in 2013 as at 30th June 2014

LKR ,000 Instrument No of Amount Rate of Interest Investors Unsecured Subordinated 82 3,784,300 Fixed rate of thirteen per cent (13%) per Redeemable Five (05) annum on the Principal sum Payable year Debentures of LKR annually at the expiry of every One (01) 100 each year period from the date of Allotment of the Debenture Unsecured Subordinated 20 215,500 Fixed rate of Twelve point six per cent Redeemable five (05) year (12.60%) per annum on the Principal sum Debentures of LKR 100 Payable bi-annually at the expiry of every each Six (06) month period from the date of Allotment of the Debenture Unsecured Subordinated 01 200 Floating rate equivalent to One Hundred Redeemable five (05) year Basis points (1.00%) above Weighted Debentures of LKR 100 Average six (06) months Gross Treasury Bill each Interest rate Unsecured Subordinated 12 1,199,000 Fixed rate of thirteen point two five per cent Redeemable eight (08) year (13.25%) per annum on the Principal sum Payable Debentures of LKR 100 each annually at the expiry of every One (01) year period from the date of Allotment of the Debenture Unsecured Subordinated 01 1,000 Floating rate equivalent to One Hundred Redeemable eight (08) year Basis points (1.00%) above Weighted Debentures of LKR 100 Average six (06) months Gross Treasury Bill each Interest rate

26 BOC DEBENTURE ISSUE 2014 Unsecured Subordinated 02 1,200,000 Fixed rate of thirteen point two five per cent Redeemable nine (09) year (13.25%) per annum on the Principal sum Debentures of LKR 100 Payable annually at the expiry of every One each (01) year period from the date of Allotment of the Debenture

Unsecured Subordinated 38 1.600,000 Fixed rate of thirteen point seven five per Redeemable ten (10) year cent (13.75%) per annum on the Principal Debentures of LKR 100 sum Payable annually at the expiry of each every One (01) year period from the date of Allotment of the Debenture

8,000,000

Grand Total ( i + ii) 44,078,813

Note 2 –Details of Senior Notes

Senior Notes issued by Bank of Ceylon as at 30th June 2014

Issue Date Maturity Amount (USD Rate of Interest (%) Date 000’) and Coupon 03.05.2012 03.05.2017 500,000 6.875 Coupon paid bi-annually

16.04.2013 16.04.2018 500,000 5.325 Coupon paid bi-annually Rupee value (LKR 000) 130,355,000 iii. Guarantees and Other Material Contingent Liabilities as at 30th June 2014

In the normal course of business, the Bank makes various commitments and incurs contingent liabilities with legal recourse to its customers. These commitments are quantified below.

LKR ‘000 Acceptance and documentary credit 151,759,487 Bills For collection 3,926,662 Guarantees 78,740,224 Forward Exchange Contract 128,472,812 Other Commitments 87,650 362,986,835

BOC DEBENTURE ISSUE 2014 27 Mortgages and Charges on the Assets of BOC

(The following assets have been pledged by BOC as security as at 30th June 2014)

Assets Value LKR ‘000 Treasury Bonds 60,073,946

c) Convertible Debt Securities The Bank does not have any convertible debt securities in issue.

4.4 Key Customers and Suppliers

BOC adheres to prudential requirements set out by the Central Bank of Sri Lanka, by virtue of which exposure to any one Group of companies, any one company, and any individual borrower is regularly monitored. As such BOC is not overly dependent on any customer or any one sector for income at any given time. BOC is also not significantly dependent on any single supplier for its requirements.

4.5 Research and Development

BOC has spent a sum of LKR 45.5 million on research and development activities over the last 3 ½ years.

28 BOC DEBENTURE ISSUE 2014 4.6 Subsidiaries and Associate Companies as of 30th June 2014

Bank of Ceylon ASSOCIATES SUBSIDIARIES

100% 43.36% Ceybank Asset Bankof Ceylon I Management PD (UK)Limited-(BOC UK) Limited(CAML)

95.54% 41.67% Southern Development 100% PropertyDevelopment Koladeniya Hydropower FinancialCompaFinancialCompany I D PLC-(PDL) Limited(SDL) (Private)Limited(KHP)

24.69% 99.99% 95.54% Transnational Lanka RecordsSolutions I Hotels Colombo (Private)Limited(TLRS) PD (1963)Limited-(HCL)

Mireka Capital 40% 100% 42.86% Land (Private) I BOC Management Limited(MCL) D &Support Services (Private)Limited-(MSS) 40.92% 20% Lanka Securities 100% (Private)Limited(LSL) I 20.92% BOCProperty Development 42.86% D &Management (Private)Limited-(PDML)

100% 14.28% Ceybank Holiday BOC Travels Homes(Private) 100% I (Private)Limited D Limited(HHL)

50.11% 29% 72.14%

MerchantBank of I SriLanka PLC- (MBSL)

41.56% (MCSL)-MCSL Financial I 80.09% Services Limited

78.09% BOC direct ownership MBSL Insurance BoCdirect ownership Company Limited I 56.34% BOCBoCindirect indirectow ownershipnership I I IndependentIndependant

PDPD Partially DependentDependent 75.2% MBSL Savings D DDependentDependent I 54.25% Bank Limited

BOC DEBENTURE ISSUE 2014 29 4.7 Employees

(The permanent staff strength of BOC as at 30th June 2014 was 8,585 employees.)

Category of Staff No of Employees Corporate & Executive Management 66 Senior Management 506 Middle Management 3104 Clerical & Allied 4185 Minor 724 Total 8,585

(The following tabulates the employees of the Trade Unions of the Bank as at 30th June 2014)

Name of the Trade Union No of Employees Ceylon Bank Employees’ Union (CBEU) 7,640 BOC Staff Officers’ Association 408 All Ceylon Bank Employees’ Union 99 Jathika Sevaka Sangamaya (JSS) 113 Sri Lanka Nidahas Banku S.S. 34 State Bank Employees’ Union 16 Total 8,310

BOC has no bilateral or multilateral agreements with the trade unions

4.8 Take Over Offers

There were no offers for acquisitions or mergers by third parties in respect of the BOC shares during the past two years. BOC has also not made any similar offers for the shares of thiwrd parties during the past two years.

4.9 Tax Concessions

No special tax concessions are available to BOC as at date.

4.10 Dividend policy of the bank

Government of Sri Lanka is the sole shareholder of the bank. Dividend ratio will be decided based on the profitability of the bank on mutual consent.

Year Dividend paid (LKR 000) 2013 5,346,410 2012 5,346,410 2011 3,846,410 2010 3,096,410 30 BOC DEBENTURE ISSUE 2014 4.11 Financial Ratios of the Bank

31.12.2013 31.12.2012 Profitability Interest margin % 3.3 3.7 Return on assets ( before tax) % 1.4 2.1 Return on equity (after tax) % 22.2 31.2

Investor Information Interest cover (times) 1.7 1.9 Earnings per share (LKR) 2,417 2,883 Net assets per share(LKR) 11,540 10,191 Net Debt/ EBITDA 1.6 1.7

Capital Adequacy Ratios Tier 1 (%) 8.4 8.3 Total (Tier1 + Tier2) % 12.1 11.4

Assets Quality Net non performing asset ratio % 2.8 1.6 (Net of interest in suspense & provision) Gross non-performing asset ratio % 4.3 2.8 (net of interest in suspense)

4.12 Financial Statements of the Bank

The following financial information of the Bank is available on the website of CSE, www.cse.lk and the website of the Bank, www.boc.lk

• Audited Financial Statements of the Bank for the financial year ended 31st December 2013 • Interim Financial Statements of the Bank for the three months ended 31st March 2014.

BOC DEBENTURE ISSUE 2014 31 5. THE BOARD OF DIRECTORS

5.1 The details of the Board of Directors

Name Age Designation Address Air Chief Marshal 53 years Chairman No.25 A, Wijerama Mawatha, Harsha Abeywickrema Independent Non Executive Colombo 07 Director Mr. Raju Sivaraman 65 years Independent Non -Executive No 9A, Amarasekara Director Mawatha, Colombo 05

Ms. Nalini Abeywardene 64 years Non -Executive Director No 03, Church Cross Street, , Galle.

Mr. H.K. Chandrasiri de Silva 61 years Non- Executive Director No.130 B, Beddegana Road, Kotte

Mr. Lalith Withana 53 years Independent Non Executive No 14/60, 10th Lane, Director Wickramasinghepura, Battaramulla

Mrs. K.M.A.Nelumani Daulagala 47 years Non Executive Ex-officio Director No. 63, Rodrigo Place, Colombo 15

Mr. R.M.A Ratnayake 49 years Alternate Director to No 66/A/1, Udugama, Mrs. K.M.A. Nelumani Daulagala Veyangoda.

(A brief profile of each member of the Bank’s Board is set forth below.)

Air Chief Marshal Harsha Abeywickrema Chairman

Air Chief Marshal Harsha Abeywickrema was appointed as the Chairman of Bank of Ceylon with effect from 15th March 2014. He serves as an Independent Non -Executive Chairman.

The former Sri Lankan Air Force Commander, Air Chief Marshal Abeywickrema, joined the SLAF in 1980 as an Officer Cadet and was commissioned as a Pilot Officer in 1982. He has earned a Master of Arts degree in International Studies from the King’s College University of London and a MSc in Management from the General Sir John Kotelawala Defence University. He is also a graduate of the Royal College of Defence Studies (UK) and the Air Command and Staff College of the Air University (USA). He is a qualified flying instructor and holds a commercial pilot license with an instrument rating.

In 2006, he was appointed to the Air Force Board of Management as the Director Operations and in 2008 as the Director Air Operations. In year 2011, he was entrusted to overlook the duties of the Director Logistics in addition to his appointment as the Deputy Chief of staff. He was appointed as the Commander of the Air Force in 2011 and served in that position till February 2014. 32 BOC DEBENTURE ISSUE 2014 His philosophy of personal leadership was radiated amongst those commanding the various elements of the providing the necessary guidance and support to meet their goals for the wellbeing of the organization.

Mr. Abeywickrema is presently the Chairman of Property Development PLC and Koladeniya Hydropower (Private) Limited. He is also a Director on the Board of Sunshine Holdings PLC.

Mr. Raju Sivaraman, Director was appointed to the Board in January 2006 and subsequently re-appointed as a Director in June 2007, May 2010 and May 2013. He also served as the Acting Chairman, Bank of Ceylon from 30th December 2013 to 14th March 2014. He always served and still serves as an Independent Non-Executive Director. With more than 30 years of experience in architecture and management, Mr. Sivaraman brings to the Board business experience in public and private sectors. He served as a Director of Merchant Bank of Sri Lanka PLC, Road Development Authority, Design Centre, Mireka Capital Land (Private) Limited, Milco (Private) Limited and also as Chairman of Property Development PLC.

Mr. Sivaraman is presently the Chairman of MBSL Insurance Company Limited and also serves as a Director of MCSL Financial Services Limited, Mireka Capital Land (Private) Limited (reappointed) and Mireka Homes (Private) Limited. He serves as Managing Director of Arch-Triad Consultants (Private) Limited, an architectural consultancy firm and Ram Developers (Private) Limited. Heis the Proprietor of M/s.Triad Consultants, Chartered Architects & Engineers. He served as a Member of the National Police Commission from 2006 to 2009 and was reappointed to the National Police Commission in 2012. He served as a Council Member and Treasurer of the Sri Lanka Institute of Architects.

Mr.Sivaraman is a Chartered Architect holding a Master’s Degree in Architecture from The University of Moratuwa, Sri Lanka and a Fellow Member of the Sri Lanka Institute of Architects (F.I.A.).

Mrs.K.M.A.Nelumani Daulagala was appointed to the Board as the Non- Executive Ex officio Director in January 2014 representing the Ministry of Finance & Planning.

Mrs.Daulagala is presently serving as Director General, Department of Public Enterprises, Ministry of Finance & Planning. She is a Management Accountant of the Central Bank of Sri Lanka (CBSL) seconded to the said Ministry.

She has over 20 years of service at CBSL where she has held senior positions of Chief Accountant, Director Supervision of Non-Bank Financial Institutions and Director, Financial Stability Studies.

She is a member of the Employees’ Trust Fund Board and the Board of Trustees of State Institutions Temporary Surplus Trust Fund.

BOC DEBENTURE ISSUE 2014 33 Mrs. Daulagala is a Fellow member of the Chartered Institute of Management Accountants (FCMA), UK and holds a Master of Business Administration (MBA) Degree from the University of Sri Jayawardenapura, Colombo and a Master of Science (MSc) Degree in Financial and Business Economics from the University of Essex,UK.

Ms. Nalini Abeywardene, Director was appointed to the Board in May 2010, re-appointed in May 2013 and serves as a Non-Executive Director. Ms. Abeywardene brings to the Board extensive experience in the field of commercial law and more than 25 years of management experience in the private sector tea industry. She formerly practiced with a leading legal firm in Sri Lanka. She served as a Commissioner of the Human Rights Commission of Sri Lanka from 2006 to 2009. She is a member of the Board of Management of the Galle Heritage Foundation of the Ministry of National Heritage and a Director of Hotels Colombo (1963) Limited and BOC Travels (Private) Limited. Ms. Abeywardene is an Attorney-at-Law.

Mr. H.K. Chandrasiri de Silva, Director was appointed to the Board in May 2010, re-appointed in May 2013 and serves as a Non-Executive Director. As a practicing lawyer, Mr. Silva brings to the Board extensive experience in law and in business and insurance sectors. He previously served as a Director of People’s Bank, People’s Merchant Bank PLC and People’s Insurance Company Limited and also as a former Chairman of People’s Travels Limited. He is presently the Chairman of BOC Travels (Private) Limited and a Director of Hotels Colombo (1963) Limited. Mr. de Silva is an Attorney-at-Law and holds a Master’s Degree in International Trade Law from the University of Wales, UK.

Mr. Lalith Withana, was appointed as a Director to the Board in June 2013 and serves as an Independent Non-Executive Director.

Mr.Withana counts over 20 years in management positions within the corporate sector out of which more than 12 years had been at senior management levels in banking, trade and manufacturing, with experience at organizations such as Brandix Group, M/s. Ernst & Young, Chartered Accountants, Amsterdam Rotterdam (Amro) Bank, IBM World Trade Corporation, Carsons & Cumberbatch PLC and YAMAHA (USA).

He is currently attached to the Dilmah Group. He was the Chief Executive Officer of Orit Apparels Lanka (Private) Limited and Orit Trading Lanka (Private) Limited. He had served as a consultant to Brandix Asia Limited, Vice President of Brandix Lanka Limited, Chief Executive Officer of Brandix Casual Wear Limited and Brandix Lightsew Limited and the Chief Financial Officer – Procurement of Brandix Apparels Limited. He had also served on the Boards of Dankotuwa Porcelain PLC, Merchant Bank of Sri Lanka PLC, Ceylease Limited and PLC. Mr.Withana had also been a Commissioner of the Telecommunication Regulatory Commission. This is Mr.Withana’s second stint on the Board of Bank of Ceylon, having served on its Board during the period 26.05.2004 to 06.12.2005.

34 BOC DEBENTURE ISSUE 2014 Mr.Withana holds a Master of Business Administration (MBA) Degree from the University of Sri Jayawardenapura, Colombo and a Bachelor of Arts (BA) Hons. Degree from the University of Manchester, UK. He is also a Fellow of the Chartered Institute of Management Accountants (FCMA), UK, a Fellow of the Institute of Chartered Accountants of Sri Lanka (FCA) and a Project Management Professional (PMP).

Mr. R.M.A Ratnayake Alternate Director

Mr. R.M. Ananda Ratnayake, is the Alternate Director to Mrs. K.M.A. Nelumini Daulagala, the Ex officio Director. He has been the alternate to Ex officio Directors from 30th January 2013. Mr. Ratnayake serves as a Non- Executive Alternate Director to the Ex officio Director on the Board.

Mr. Ratnayake brings to the Board his experience in the public sector of over 21 years in several senior capacities such as the first Director of the Revenue Division and as Director of Cash Management and Debt Management Divisions of the Department of Treasury Operations and the Director responsible for the construction, aviation and transport cluster in the Department of Public Enterprises all of the Ministry of Finance and Planning. He has also served as the Assistant Director, Cash Management of the Department of State Accounts, Accountant at the Kekirawa Divisional Secretariat and as Acting Accountant at the Palugaswewa Divisional Secretariat in North Central Provincial Council. He has also served as a Member on the Boards of Sri Lanka Foundation Institute, Milco (Private) Limited, Chilaw Plantation Company (Private) Limited and Clothing Industry Tanning Institute.

He is presently the Additional Director General of the Department of Treasury Operations of the Ministry of Finance and Planning. He is a Member on the Boards of West Coast Power (Private) Limited and De La Rue Lanka Currency & Security Print (Private) Limited. Mr.Ratnayake holds a Masters Degree in Public Management from the National University of Singapore, Post Graduate Diploma in Managerial Control and Management Information Systems from Maastricht School of Management (MSM) of the Netherlands, Post Graduate Diploma in Business & Financial Administration from the Institute of Chartered Accountants of Sri Lanka and Bachelor of Commerce (B.Com.- Special) Degree from the University of Kelaniya, Sri Lanka. He is a Fellow Member of the Institute of Public Finance Accountants of Sri Lanka and a Member of the Academy of Accountants Technicians of Sri Lanka.

BOC DEBENTURE ISSUE 2014 35 5.2 Directors’ shareholding BOC is a 100% state owned commercial bank. Hence no directors are holding any shares of the Bank.

5.3 Directors’ Interest The Directors of the BOC have no interest in any assets acquired, disposed or leased by the BOC during the past two years and do not propose to acquire, dispose or lease any assets during the two years succeeding the Debenture Issue. Directors’ interests in contracts with the Bank both direct and indirect are disclosed under Annexure VII and Note No. 55 Financial Statements in summarised form. The directors are of the view that no material events have arisen in the interval between the end of the financial year and the date of this prospectus that would require adjustments or disclosures.

5.4 Directors’ Remuneration The allowances/fees payable to the Board of Directors are made in terms of the provisions/contents in the Public Enterprises Circular No. PED 58 (2) dated 15th September 2011, letters dated 12th November 2013 and 18th June 2014 all issued by the Department of Public Enterprises of the Ministry of Finance & Planning and Bank of Ceylon Ordinance No. 53 of 1938 and its amendments.

The aggregate emoluments paid to the Directors during the financial year ended 31st December 2013 was LKR 3.08 million. Estimate for the year 2014 is LKR 6.1 million.

36 BOC DEBENTURE ISSUE 2014 6. EXTRACTS FROM THE CORPORATE GOVERNANCE PRACTICES

The Board of Directors is the highest decision making body of the Bank of Ceylon and comprises entirely of Non-Executive Directors appointed by the Minister in charge of the subject of Finance of Sri Lanka. The Board is responsible for setting the Bank’s strategic direction with the consultation of the General Manager and other Key Management Personnel annually, ensuring alignment with the Bank’s vision, values and defined risk appetite.

Four subcommittees have been appointed by the Board of Directors to assist in the discharge of duties in specific areas with oversight responsibility for the same. The four subcommittees are the Audit Committee, Integrated Risk Management Committee, Human Resource & Remuneration Committee and the Nomination & Corporate Governance Committee.

The Board of Directors has set in place a suitable governance structure that comprises Board Subcommittees that are responsible for determining policy frameworks and governance structures for the executive functions of the Bank. The executive governance structure comprises the office of the General Manager, Executive Committees and operational and support departments headed by Key Management Personnel who are experienced professionals and leaders in their respective fields.

Corporate Governance of the Bank is in compliance with the Bank of Ceylon Ordinance No.53 of 1938 and amendments thereto, Banking Act Direction No.11 of 2007 on Corporate Governance for Licensed Commercial Banks issued by the Central Bank of Sri Lanka and the voluntary Code of Best Practice on Corporate Governance jointly issued by the Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka in 2007. As we are complying with the Banking Act Direction No.11 of 2007, the Colombo Stock Exchange has exempted the Bank from disclosure of compliance with the Directions stipulated in Section 7.10 of the Continuing Listing Requirements on Corporate Governance.

BOC DEBENTURE ISSUE 2014 37 Governance Structure

BOC Shareholder. The Government of Sri Lanka

Board of Directors

Audit Committee

Integrated Risk Management Committee

Nomination & Corporate Governance Committee Board Subcommittees

Human Resource & Remuneration Committee General Manager (Chief Executive Officer)

Management Corporate Board Secretariat Internal Audit Committees Management

Executive Management Functions Compliance

Assets & Liabilities Management Committee Reward & Recognition Policy Committee

Credit Committee Operation Risk Management Executive Committee - Risk Human Resource Policy Committee Fraud Risk Committee IT Steering Committee Sustainability Committee

Investment Committee Forged Cheque & Fraud Committee

NPA Committee Idle Asset Committee

Business Continuity Management Steering Committee

, ...... , = Administrative responsibility

38 BOC DEBENTURE ISSUE 2014 7. CORPORATE MANAGEMENT

NAME DESIGNATION QUALIFICATIONS & EXPERIENCES Mr. D. M. Gunasekara General Manager B.Sc. (Special) Public Finance & Taxation - University of Colombo A. I. B. (Sri Lanka) AMP 63 (Wharton USA) Over 30 years experience in Banking Mr. P. A. Lionel Senior Deputy General Manager Bachelor of Arts degree from the International, Treasury & University of Colombo. Investment Over 30 years experience in Banking President of the Sri Lanka Forex Association Mr. K. B. S. Bandara Deputy General Manager B.Sc. (Physical Science) - University of Product & Development Banking Kelaniya, MBA of the P. I. M - University of Sri Jayewardenepura, Postgraduate Diploma in Bank Management of I.B.S.L. (Sri Lanka) F. I. B (Sri Lanka) Over 24 years experience in Banking Mr. W. P. R. P. H Fonseka Deputy General Manager B.Sc. Business Administration (Special) Retail Banking – University of Sri Jayewardenepura. Master of Business Administration- University of Southern Queensland, Australia. Postgraduate Diploma in Management from the Postgraduate Institute of Management, Sri Lanka. F C A (Sri Lanka) A I B (Sri Lanka). Over 24 years experience in Banking Mr. P. J. Jayasinghe Deputy General Manager B.Com. (Special) – University of Recovery Sri Jayewardenepura., Advance National Diploma In H R M – N.I.B.M, (S. L.). A. I. B. (Sri Lanka), Over 37 years experience in Banking Mr. D. P. K. Gunasekera Deputy General Manager B.Sc. (Special) Business Administration Corporate & Offshore Banking - University of Sri Jayewardenepura, Post Graduate Diploma in Business and Finance Administration from the Institute of Chartered Accountants of Sri Lanka. A. I. B. Sri Lanka. M.B.A – University of Southern Queensland, Australia. Over 34 years experience in Banking Mr. K. E. D. Sumanasiri Deputy General Manager B.Sc. (Special) Business Administration Human Resource - University of Sri Jayewardenepura. A I B Sri Lanka Over 24 years experience in Banking

BOC DEBENTURE ISSUE 2014 39 Mr. S. M. S. C. Deputy General Manager B.Sc. (Hons) - University of Jayasuriya Finance & Planning Sri Jayewardenepura Member of the Chartered Global Management Accountants (CGMA) (UK) Member of the Chartered Shipbrokers (MICS) (UK). A. I. B. (Sri Lanka). A. C. M. A. Over 27 years experience in Banking Mr. G. H. Chandrasiri Deputy General Manager B.Com. (Special) – University of Support Services Sri Jayewardenepura. Postgraduate Executive Diploma in Bank Management – I. B. S. L. Higher National Diploma in Accountancy -Sri Lanka Technical College. Higher National Diploma in Management – Open University of Sri Lanka. A. I. B. Sri Lanka. Over 27 years experience in Banking Mrs. S. H. Ranawaka Chief Legal Officer Attorney-at-Law & Notary Public Masters Degree in International Trade Law University of Wales Post Attorney Diplomas in Banking and Insurance Laws and International Trade Law Sri Lanka Law College. Over 28 years experience in Banking Mr. Lalith J Fernando Chief Risk Officer B.Sc. Statistics – University of Peradeniya, M.Sc. Management - University of Sri Jayewardenepura, F. I. B (Sri Lanka), FRM (USA) President of the Association of Banking Sector Risk Professionals. Over 27 years experience in Banking Dr. W. G. Karunadasa Chief Internal Auditor D BA (EU), MBA, FCA, FSCMA, CMA, CISA Over 33 years experience in Accounting, Auditing & Financial Management Dr. Indunil Liyanage Chief Marketing Officer Ph.D (Colombo), M.Sc (SJP), Dip. M.(U.K), FCIM (U.K), FSLIM, Chartered Marketer CIM (U.K) Over 24 years experience in Marketing Mr. M. M. L. Perera Head of Information Technology B.Sc. in Physical Science - University of Colombo. MSc in Computer Science- University of Colombo. MBA - University of Colombo. Member of the Computer Society of Sri Lanka Member of the British Computer Society. Over 28 years IT experience in banking sector Mrs. J. S. Siriwardane Secretary to the Board Attorney-at-Law & Notary Public MBA - University of Colombo. LLB – Open University of Sri Lanka Over 18 years of banking experience

40 BOC DEBENTURE ISSUE 2014 The General Manager is not and was not:

a) Involved in a petition under any bankruptcy laws filed against such person or any partnership in which he was a partner or any corporation of which he was an executive officer; b) Involved in a conviction for fraud, misappropriation or breach of trust or any other similar offence which the CSE consider as a disqualification; or c) The subject of any order, judgement or ruling of any court of competent jurisdiction temporarily enjoining him from acting as an investment advisor, dealer in securities, director or employee of a financial institution and engaging in any type of business practice or activity.

Aggregate emoluments of the General Manager and the corporate management team including bonus/profit sharing for 2013 is LKR 52 Mn and estimated at LKR 51 Mn for 2014.

BOC DEBENTURE ISSUE 2014 41 8. PROPERTIES

Details of the Properties of the Bank (Freehold Properties and Leasehold Properties) are given in the Annexure V

42 BOC DEBENTURE ISSUE 2014 9 STATUTORY AND OTHER GENERAL INFORMATION

9.1 Inspection of Documents Bank of Ceylon Ordinance, the Trust Deed, Auditor’s Reports and Audited Financial Statements for the five (05) financial years ended 31st December 2013 (financial years immediately preceding the date of this prospectus), Interim Financial Statement as at 30th June 2014 and all other documents referred to in Rule 3.3.11 (a) of the CSE Listing Rules, including material contracts and management agreements entered into by the Company (if any) are available for inspection by the public during normal working hours, from seven (07) Market Days prior to the date of opening of the subscription list, at the registered office of the Bank of Ceylon at BOC Square , No 01 , Bank of Ceylon Mawatha , Colombo 01 until the Date of Redemption of the Debentures.

Bank of Ceylon Ordinance, Prospectus and Trust Deed of the Bank are available on the website of CSE, www.cse.lk and the website of the Bank, www.boc.lk from seven (07) Market Days prior to the date of opening of the subscription list until the Date of Redemption of the Debentures as stipulated in Rule 3.3.11 (b) of the CSE Listing Rules.

9.2 Brokerage Brokerage at the rate of 25 cents per Debenture will be paid in respect of the number of Debentures allotted on applications bearing the stamp of any member and trading member of the CSE, or any agent appointed by BOC.

9.3 Trustee Fees The fee payable to the Trustees will be LKR 250,000 p.a. plus statutory levies. There is no conflict of interest with the Trustee.

9.4 Expenses of this Issue The total expenses of the issue including the cost of printing, advertising and promotional costs connected with the issue will be approximately LKR 11.65 Mn and will be met from the funds of BOC.

9.5 Underwriting This Debenture issue is not underwritten. In the event the issue is under subscribed, the subscribers shall be allotted in full and the quantum of the funds raised will be utilised for the purpose detailed in section 2.3 of this Prospectus.

9.6 Material Contracts BOC has not entered into any material Contracts as at date other than the Contracts entered into in the Ordinary Course of Business.

BOC DEBENTURE ISSUE 2014 43 9.7 Litigation, Disputes and Contingent Liabilities

There are 140 actions filed against the Bank in its routine banking operations and these actions mainly relate to the following categories as at 30th June 2014 a) Injunctions - 11 b) Stay Orders - 06 c) Leave to Appeal - 04

The Bank is of the view that, most of these actions have been successfully defended by the Bank and even if the Bank is unsuccessful in the few exceptions where the judgement could be against the Bank such result will not be of detriment to the financial stability of the Bank.

Information relating to litigation, Disputes & Contingent Liabilities against the Bank is given in Note 51 of the Financial Statements for the year ended 2013.

There are no penalties imposed by any regulatory and/or state authority against the Bank as at date.

44 BOC DEBENTURE ISSUE 2014 Declaration by the Directors

We the undersigned being the Directors of Bank of Ceylon, hereby declare and confirm that the Prospectus has been seen and approved by us and we collectively and individually accept full responsibility for the accuracy of the information given and confirm that, the provisions of the Colombo Stock Exchange listing rules have been complied with and after making all reasonable enquiries and to the best of our knowledge and belief, there are no other facts the omission of which would make any statement herein misleading or inaccurate. Where representations regarding the future performance of the entity have been given in the Prospectus, such representations have been made after due and careful inquiry of the information available to the entity and making assumptions that are considered to be reasonable at the present point in time and according to our best judgment.

An application has been made to the Colombo Stock Exchange for permission to deal in and for a listing for Debentures issued by Bank of Ceylon and those Debentures which are the subject of this issue. Such permission will be granted when Debentures are listed on the Colombo Stock Exchange. The Colombo Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports included in this Prospectus. Listing on the Colombo Stock Exchange is not to be taken as an indication of the merits of Bank of Ceylon or of the Debentures issued.

Air Chief Marshal Harsha Abeywickrema (Sgd)

Mr. Raju Sivaraman (Sgd)

Ms.Nalini Abeywardene (Sgd)

Mr. H.K. Chandrasiri de Silva (Sgd)

Mr. Lalith Withana (Sgd)

Mrs. K.M.A.N. Daulagala (Sgd)

Mr. R.M.A Ratnayake (Alternate Director to Mrs. K.M.A.N. Daulagala)

19 / 08 / 2014

BOC DEBENTURE ISSUE 2014 45 Declaration by the Bank

An application has been made to the Colombo Stock Exchange for permission to deal in and obtain a listing for the Debentures to be issued by the Bank pursuant to this Prospectus. Such permission will be granted when the Debentures are listed on the Colombo Stock Exchange. The Colombo Stock Exchange assumes no responsibility for the accuracy of the statements made or opinions expressed or reports included in this prospectus. Listing on the Colombo Stock Exchange is not to be taken as an indication of the merits of the Bank or of these Debentures.

Sgd Sgd Mr. P. A. Lionel Mr. W.Y. Bandula Senior Deputy General Manager Assistant General Manager (International, Treasury & Investments) (Investment Operations)

18 / 08 / 2014

Declaration by the Managers to the Issue

We, Investment Banking Division of Bank of Ceylon, 11th Floor, ”BOC Square”, No. 01, Bank of Ceylon Mawatha, Colombo 01 being the Managers, Sponsors and Registrars to this Debenture issue, hereby declare and confirm that to the best of our knowledge and belief the prospectus constitutes full and true disclosure of all material facts about the issue and the BOC.

Sgd Sgd Mr. P. A. Lionel Mr. W.Y. Bandula Senior Deputy General Manager Assistant General Manager (International, Treasury & Investments) (Investment Operations)

18 / 08 / 2014

46 BOC DEBENTURE ISSUE 2014 ANNEXURE I RATING REPORT

BOC DEBENTURE ISSUE 2014 47 48 BOC DEBENTURE ISSUE 2014 ANNEXURE II BOC BRANCH NETWORK

CENTRAL PROVINCE Peradeniya Botanical Garden 081-2386463 Peradeniya University 081-2392422 Adikarigama 081-3838538 Pilimatalawa 081-3753517 Agarapathana 051-2230133 Pujapitiya 081-2301718 Akurana 081-2301477 Provincial Council Complex Aladeniya 081-2058358 Pallekele 081-2424545 Alawathugoda 066-2242327 Pundaluoya 051-2233205 Ankumbura 066-2240399 Pussellawa 081-2478664 Bogawanthalawa 052-2267599 Ragala 052-2265660 BOI Pallekele 081-5672445 Rattota 066-2255280 Bokkawala 081-2461056 Rikillagaskada 081-2365314 Court Complex 081-2387490 Sigiriya 066-2286270 Dambulla 066-2285270 Talatuoya 081-2404334 Danture 081-2575228 Talawakelle 052-2258280 Daulagala 081-2315171 Teldeniya 081-2376280 Digana 081-2376928 Ududumbara 081-2402317 Digana Village 081-2375851 Ukuwela 066-2244676 Galagedara 081-2461214 Upcott 051-2235095 Galaha 081-2467213 Walapana 052-2279180 Galewala 066-2289262 Wattegama 081-2475838 081-2350108 Wilgamuwa 066-2250002 Gampola City 081-2354214 Yatawatta 066-2221084 Gelioya 081-2310214 Ginigathhena 051-2242310 EASTERN PROVINCE Hatharaliyadda 081-2464187 Hatton 051-2225015 Addalachcenai 067-2279303 Kandapola 052-2229636 Akkaraipattu 067-2279242 Kandy 081-2223697 Alankerny 026-3204994 Kandy 2nd 081-2234292 Ampara 063-2222981 Kandy City Centre 081-2205110 Ariyampathy 065-2247939 Kandy Teaching Hospital 081-2233335 City Branch 065-2227032 Katugastota 081-2499398 Batticaloa Super Grade 065-2227410 Kotagala 051-2244107 Central Camp 063-2051851 Kurunduwatte 812357115 Chenkaladi 065-2240492 Madawala 081-2476214 China Bay 026-2242327 Marassana 081-2405105 Eastern University 065-2241528 Maskeliya 052-2277280 Eravur 065-2241012 Matale 066-2222262 Gonagolla 063-3632943 Medawala 081-2490574 Hingurana 063-2240037 Meepilimana 052-2237410 Irakkamam 063-2050155 Menikhinna 081-2376911 Kallady 065-2227972 Naula 066-2246280 Kallar 067-2225421 Nawalapitiya 054-2222233 Kalmunai 067-2229340 052-2224047 Kaluwanchikudy 065-2250012 Padiyapelella 052-2287035 Kantale 026-2234230 Palapathwela 066-2225505 Karadiyanaru 065-2241330 Pallepola 066-2247272 Karaitivu 067-2225484 Peradeniya 081-4475283 Kattankudy 065-2246613

BOC DEBENTURE ISSUE 2014 49 Kinniya 026-2236270 Ipalogama 025-2264279 Kiran 065-3651142 Jayanthipura 027-2222266 Kokkadacholai 065-2227916 Kaduruwela 027-2225025 Malwatte 063-2051515 Kahatagasdigiliya 025-2247480 Mamanagam 065-2227973 Kebithigollawa 025-2298680 Maruthamunai 067-2220503 Kekirawa 025-2264280 Mollipotana 026-2246220 Madatugama 025-2264283 Morawewa 026-2225825 Medawachchiya 025-2245683 Muttur 026-2238327 Medirigiriya 027-2248337 Navithanvely 067-2226140 Meegalewa 060-2855054 Nilavely 026-2232290 Mihintale 025-2266503 Nintavur 067-2250039 Minneriya 027-2245333 Oddamavady 065-2258111 Nochchiyagama 025-2257880 Oluwil 067-2255397 Padavi Parakramapura 025-2254018 Palugamam 065-2251622 Padaviya 025-2253011 Polwatta 063-2242128 Pemaduwa 025-2223307 Pottuvil 063-2248021 Polonnaruwa New Town 027-2223009 Pulmuddai 026-2256200 Rajanganaya 025-2276558 Sainthamarathu 067-2220478 Rajina Junction 025-2275057 Sammanthurai 067-2260054 Rambewa 025-2266555 Serunuwara 026-2251010 Ranajayapura 025-2262003 Thambiluvil 067-2265309 Sevanapitiya 060-2277263 Thampalakamam 026-2248043 Sewagama 027-2222585 Thoppur 026-2240989 Thalawa 025-2275090 026-2223084 Thambuttegama 025-2276280 Trincomalee City 026-2223880 Thanthirimale 025-2245725 Uhana 063-2250001 Tirappana 025-2050115 Uppuwely 026-2226227 Weli Oya- Sampathnuwara 025-3244950 Vakarai 065-2258181 Valachchenai 065-2257708 NORTHERN PROVINCE Vavunathivu 065-3063522 Vellaveli 065-2251113 Alaveddy 021-3202218 Andankulam 023-3233751 NORTH CENTRAL PROVINCE Atchuvely 021-2058011 Chankanai 021-2250015 025-2222393 Chavakachcheri 021-2270060 Anuradhapura City 025-2222160 Cheddikulam 024-3248036 Anuradhapura N’Town 025-2223685 Chunnakam 021-2214228 Aralaganwila 027-3279257 021-2224018 Bakamoona 066-2256680 Jaffna 2nd 021-2226033 Bogaswewa 025-3244951 Jaffna Bus Stand 021-2221010 Dehiattahandiya 027-2250287 Jaffna Main Street 021-2224564 Diyabeduma 027-2050016 Jaffna University 021-2219570 Diyasenpura 027-2248061 Kaithady 021-2057121 Doramadalawa 025-7200895 Kalviyankadu 021-2219571 Eppawala 025-2249180 Kankesanthurai 060-2212716 Galamuna 027-2226650 Karainagar 021-2211707 Galenbindunuwewa 025-2258280 Karanavai 021-2262597 Galkiriyagama 025-2265299 Kayts 021-3214227 Galnewa 025-2269580 Kilinochchi 021-2283949 General Hospital Anuradhapura 025-3778400 Kodikamam 021-2050315 Habarana 066-2270048 Kokuwil 021-3737765 Hingurakgoda 027-2247642 Kopay 021-2230084 Horawpothana 025-2278416 Madhu 023-2280079 50 BOC DEBENTURE ISSUE 2014 Mallawi 024-3248038 Hiripitiya 037-2264080 Manipay 021-2255188 Ibbagamuwa 037-2259970 Mankulam 024-3248037 Kalpitiya 032-2260702 Mannar 023-2222337 Katuneriya 031-2245500 Manthikai 021-2263354 Katupotha 037-2247471 Mulankavil 024-3248039 Kirimatiyana 031-2249960 Mulliyawalai 024-3245730 Kobeigana 037-2293101 Mullativu 021-2290002 Kochchikade 031-2277353 Maruthankerny 021-2260525 Kuliyapitiya 037-2281280 Murungan 023-2050364 Kumbukgete 037-2264680 Nainativu 021-3202107 037-2233880 Nallur 021-2219966 Kurunegala 2nd City 037-2222331 Nanatan 023-3233515 Madampe 032-2247680 Nedunkerny 024-3245731 Madawakkulama 032-2052888 Nelliady 021-2263260 Madurankuliya 032-2268003 Oddusudan 021-2061720 Mahawewa 032-2054255 Omanthai 024-3248930 Maho 037-2275280 Pallai 021-2050020 Makandura 031-2298303 Paranthan 021-2280177 Malkaduwawa 037-2052405 Pesalai 023-3233511 Marawila 032-2252675 Point Pedro 021-2263570 Mawathagama 037-2299259 Poonagary 021-3202303 Melsiripura 037-2250165 Poovarasankulam Narammala 037-2249280 (Thalikkulam) 024-3248002 Nattandiya 032-2254280 Punnalaikadduwan 021-2059390 Nikaweratiya 037-2260280 Puthukudieruppu 024-3248864 Norochcholei 032-2268555 Puthukulam 024-3248034 Palaviya 032-2269210 Savalkaddu 021-2255992 Pallama 032-2224945 Sirupiddy 021-2231092 Pannala 037-2246080 Thalaimannar Pier 023-2281085 Paragahadeniya 037-2296085 Thirumurukandi 021-2060110 Polgahawela 037-2243280 Thirunelveli 021-2223948 Polpithigama 037-2273103 Urumpirai 021-2230899 Pothuhera 037-2237619 Vaddukoddai 021-2250990 Puttalam 032-2265209 Valvettiturai 021-2264883 Ridigama 037-2252080 Vavuniya 024-2222141 Thoduwawa 032-2256330 Vavuniya City 024-2226631 Udappuwa 032-2258675 Velanai 021-2225274 Waikkal 031-2277280 Visuvamadu 021-2061830 Wariyapola 037-2267348 Wayamba University 037-2284480 NORTH WESTERN PROVINCE Weerapokuna 032-2053010 Wellawa 037-2235499 Alawwa 037-2278180 Welpalla 031-2299512 Ambanpola 037-2254099 Wennappuwa 031-2255280 Anamaduwa 032-2263280 Anavilundawa 032-2259050 SABARAGAMUWA PROVINCE Bingiriya 032-2246107 Chilaw 032-2223401 Aranayake 035-2258016 Dambadeniya 037-2266144 Avissawella 036-2222099 Dankotuwa 031-2258180 Ayagama 045-2250080 Dummalsuriya 032-2240690 Balangoda 045-2288390 Galgamuwa 037-2253080 Bulathkohupitiya 036-2247356 Giriulla 037-2288080 Dehiowita 036-2222580 Hettipola 037-2291080 036-2249280 BOC DEBENTURE ISSUE 2014 51 Eheliyagoda 036-2259571 Batapola 091-2260405 Embilipitiya 047-2230980 Beliatta 047-2243274 Embilipitiya City 047-2261981 Bentota 034-2275283 Endana 045-3450661 Deiyandara 041-2268598 Galigamuwa 035-2282050 Deniyaya 041-2273870 Godakawela 045-2240080 Devinuwara 041-2222247 Gonagaldeniya 036-5677923 Dickwella 041-2255280 Hemmathagama 035-2257280 Elpitiya 091-2291280 Kahawatta 045-2270180 Galle 091-2232269 045-2271177 Galle City 091-2234478 Kalawana 045-2255280 Hakmana 041-2286280 Karawita 045-2279070 Hambantota 047-2220180 Karawanella 036-2268780 Hikkakaduwa 091-2277813 Kegalle 035-2230600 Imaduwa 091-2286030 Kegalle City 035-2222550 Kamburupitiya 041-2292213 Kegalle Hospital 035-2222765 Karapitiya 091-2227090 Kiriella 045-2265080 Kataragama 047-2235280 Kithulgala 036-2287747 Katuwana 047-3621005 Kolonna 045-2260280 Kekunadura 041-2265061 Kotiyakumbura 035-2289240 Koggala 091-2283380 Kuruwita 045-2262581 Kosmodara 041-2271070 Mawanella 035-2247915 Kudawella 041-2257514 Morontota 035-2278114 Lunuganvehere 047-2238180 Nivitigala 045-2279280 Maha- Edanda 060-2932627 Sabaragamuwa University 045-2280093 Makandura-Matara 041-2268785 Pelmadulla 045-2274380 Malimbada 041-2240447 Pinnawala 035-2264294 Matara 041-2229280 Rakwana 045-2246280 Matara City 041-2231633 Rambukkana 035-2265280 041-2222218 Rathnapura Hospital 045-2223561 Mattala Airport 047-2031909 045-2222100 Middeniya 047-2247280 Ratnapura City 045-2222710 Morawaka 041-2282700 Ruwanwella 036-2266280 Neluwa 091-3783014 Sabaragamuwa Pasgoda 041-3444321 Provincial Council 045-2226116 Pitabeddara 041-2281081 Seethawakapura 036-2264294 Pitigala 091-2291205 Udawalawa 047-2232180 Ranna 047-2227280 Warakapola 035-2267258 Rathgama 091-2267791 Weli-Oya 045-3603304 Ruhunu Campus 041-2232880 Yatiyantota 036-2271280 Suriyawewa 047-2288280 Weligepola 045-2227180 Talgaswela 091-2296480 Tangalle 047-2240280 SOUTHERN PROVINCE Tawalama 091-3783030 Thihagoda 041-2245529 Ahangama 091-2283977 Tissamaharama 047-2237280 Ahungalla 091-2264107 Udugama 091-2285015 Akuressa 041-2283280 Uragasmanhandiya 091-2264865 041-4922380 Urubokka 041-2272280 Aluthwala 091-3094700 Walasmulla 047-2245280 Ambalangoda 091-2256307 Walgama 041-3497192 Ambalantota 047-2223280 Wanduramba 091-3096061 Angunakolapellasa 047-2229120 Weeraketiya 047-2246280 Baddegama 091-2292280 Weligama 041-2250280 Barawakumbuka 047-3621008 Yakkalamulla 091-2286080 52 BOC DEBENTURE ISSUE 2014 City Office 011-2329413 Dalugama 011-2909929 Badalkumubura 055-2250279 Delgoda 011-2402970 055-2222980 Demanhandiya 031-2228730 Badulla City 055-2229580 Dematagoda 011-5335594 Balleketuwa 055-2285160 Divulupitiya 031-2246280 Bandarawela 057-2230014 Elakanda 011-2932282 Bibile 055-2265480 Enderamulla 011-2937240 Bogahakumbura 057-2280088 Fifth City 011-2449646 Boragas 052-2051888 Fish Market Peliyagoda 011-2934042 Buttala 055-2273980 Gampaha 033-2234404 Diyatalawa 057-2229092 Ganemulla 033-2264888 Ella 057-2228899 Gothatuwa New Town 011-2411018 Ethimale 055-2275511 Grandpass 011-2448202 Ettampitiya 055-2294080 Hulftsdorp 011-2422770 Girandurukotte 027-2254380 Ja-Ela 011-5342311 Haldumulla 057-3576821 Kadawatha 011-2920687 Hali-Ela 057-2268080 Kandana 011-2232398 Haputale 055-2295080 Katana 031-2228353 Hasalaka 055-2257180 Katunayake IPZ 011-2259583 Keppetipola 057-2280043 Kiribathgoda 011-2911304 Koslanda 057-2257780 Kirindiwela 033-2267280 Lunugala 055-2263980 Kolonnawa 011-2572265 Lunuwatta 057-2232742 Kotahena 011-2448632 Mahaoya 063-2244155 Lake House 011-5863723 Mahiyangana 055-2258195 Lake View 011-5359693 Medagama 055-2265580 Main Street 011-2447198 Meegahakiwula 055-2245707 Makola 011-2964401 Moneragala 055-2276180 Maradana 011-2689403 Padiyatalawa 063-2246003 Minuwangoda 011-2295214 Passara 055-2288280 Mirigama 033-2275975 Siyambalanduwa 055-3555360 Mulleriyawa New Town 011-2157465 Thanamalwila 047-2234080 Naiwala 033-2297720 Uva - Paranagama 057-3577000 Narahenpita 011-2368514 Welimada 057-2245984 031-2224711 Wellawaya 055-2274880 Negombo City 031-2231297 Dambagalla 055-2275092 Nittambuwa 033-2287280 Ethiliwewa 055-3594115 Peliyagoda 011-2980025 Moneragala Town 055-2277270 Personal 011-2446821 Okkampitiya 055-2272092 Pugoda 011-2404821 Pelwatta 055-3559825 Raddolugama 011-2289977 Ragama 011-2960291 WESTERN PROVINCE NORTH Regent Street 011-2697035 Seeduwa 011-2259590 2nd City Kadawatha 011-2922095 Veyangoda 033-2287279 Andiambalama 011-2258184 Ward Place Asiri Central Hospital 011-2690546 (Ceybank Asset Management) 011-2694702 Batuwatte 011-2960892 Wattala 011-5868394 Biyagama 011-5058970 Welisara 011-2958485 Bopitiya 011-2243172 Weliweriya 033-2255444 Borella 011-4612617 Yakkala 033-2233591 Borella 2nd 011-2685140 Katuwellegama Central Bus Stand 011-5365118 Administrative Complex 011-2932282 Central Super Market 011-2446475 BOC DEBENTURE ISSUE 2014 53 WESTERN PROVINCE SOUTH Moratumulla 011-2652178 Moratuwa 011-2646165 Agalawatta 034-2243980 Mount Lavinia 011-2721060 Aluthgama 034-2271413 National Institute of Education 011-7601601 Athurugiriya 011-2561378 Ext-605 Baduraliya 034-2244952 Nugegoda 011-2821287 034-2244167 Padukka 011-2859112 Bambalapitiya 011-5368439 Panadura 038-2243323 Bandaragama 038-2290280 Panadura City 038-2243324 Battaramulla 011-2862575 Parliament 011-2777309 Beruwala 034-2279899 Pelawatta 011-2785550 Bombuwela 034-2289825 Pelawatte City- Kalutara 034-2284717, Boralesgamuwa 011-2518478 034-2284787 Bulathsinhala 034-2283116 Piliyandala 011-2614165 Dehiwala 011-2738335 Pitakotte 011-2820311 Dharga Town 034-2275411 011-2820312 Dodangoda 034-2281628 Rajagiriya 011-5368641 Gonapola 034-2257550 Ratmalana 011-2719735 Gurugoda 034-2485500 Sethsiripaya 011-2863637 Ext-2420 Thalawathugoda 011-2775027 Hanwella 036-2253520 Thimbirigasyaya 011-2590602 Homagama 011-2855059 Union Place 011-2314757 Horana 034-2260428 Visakha 011-2556226 , Hyde Park 011-2687483 6227 6215 Independent Square 011-2678073 Wadduwa 038-2232538 Ingiriya 034-2269280 Wellawatta 011-2588941 Isurupaya 011-2785875 Wijerama Junction 011-2803551 Jayawardenapura Hospital 011-2779136 011-2803553 Kaduwela 011-2537999 Kalutara 034-2229804 BOC Premier 011-2694282-86 Katubedda Campus 011-2650301 Ext 1609 CORPORATE BRANCHES Katubedde 011-2625438 Katukurunda 034-2221364 Corporate 011-2345428 Kesbewa 011-2602517 Corporate 2nd 011-2394584 Keselwatta 038-2298330 Metropolitan 011-2329419 Kirulapana 011-2513874 Taprobane 011-2393544 Kollupitiya 011-4795036 Pettah 011-2422267 Kollupitiya 2nd 011-2574581 Offshore banking Division 011-2389123 Kothalawala Defence University 011-2636820 011-2346553 Kottawa 011-2783313 Lanka Hospital 011-2369535 OVERSEAS BRANCHES Maharagama 011-2746146 Malabe 011-2760753 Male 0096 0332 3045 Mattegoda 011-2782399 Chennai 0091 44 2819 0972 Matugama 034-2243590 Seychelles 002 484 611 880 Meegoda 011-2831589 Milagiriya 011-2504627

54 BOC DEBENTURE ISSUE 2014 ANNEXURE III CSE MEMBERS

Bartleet Religare Securities (Pvt) Acuity Stockbrokers (Pvt) Ltd. Limited

Level “G”, “Bartleet House”, Level 6, Acuity House, 65, Braybrooke Place, Colombo 2. No. 53, Dharmapala Mawatha, Colombo 3. Tel:+94 11 5 220 200 Tel: +94 11 2 206 206 Fax: +94 11 2 434 985 Fax: +94 11 2 206 298 / 9 E-mail: [email protected] E-mail: [email protected] Website: www.bartleetreligare.com Website: www.acuity.lk Mr. R. Muralidaran Mr. P.P.S Fernando Managing Director Director / CEO

John Keells Stock Brokers (Pvt) Ltd. Asha Phillip Securities Ltd.

186, Vauxhall Street, 2nd Floor, Colombo 2. Lakshmans Building, Tel: +94 11 2 342066-7, No. 321, Galle Road, +94 11 2 306250 Colombo 03. Fax: +94 11 2 342068 Tele : +94 11 2 429 100 E-mail: [email protected] Fax : +94 11 2 429 199 Website: www.jksb.com E-mail: [email protected] Mr. Tivanka Ratnayake Website:www.ashaphillip.net Chief Executive Officer Mr. Dimuthu Abeysekera Director / CEO

Assetline Securities (Pvt) Ltd. Somerville Stockbrokers (Pvt) Ltd.

No.120, 120A, Pannipitiya Road, 137, Vauxhall Street, Battaramulla. Colombo 2. Tel: +94 11 4 700 111, 2 307 366 Tel: +94 11 2 329 201-5, 2 332 827, 2 338 Fax: +94 11 4 700 112, 2 307 365 292-3 E-mail:[email protected] Fax: +94 11 2 338 291, Website:http://www.assetline.lk/stock_ E-Mail: [email protected] brokering.html Ms. Shalini Dias Mr. Deepta Ekanayake Director Managing Director

J B Securities (Pvt) Ltd. Lanka Securities (Pvt) Ltd.

150, St. Joseph Street, 228/1, Galle Road, Colombo 14. Colombo 04. Tel:+94 11 2 490 900, 077 2 490 900, 077 2 Tel:+94 11 4 706 757, 2 554 942 490 901 Fax:+94 11 4 706 767 Fax:+94 11 2 430 070, 2 446 085, 2 447 875 E-mail: [email protected] E-mail: [email protected] Website:www.lsl.lk Website:www.jbs.lk Mr. Kosala Gamage Mr. Murtaza Jafferjee Managing Director / CEO Chief Executive Officer

Asia Securities (Pvt) Ltd. Nation Lanka Equities (Pvt) Ltd.

Level 21, West Tower, World Trade Centre, 44, Guildford Crescent, Echelon Square, Colombo 1. Colombo - 07. Tel:+94 11 2 423 905, 5 320 000 Tel:+94 11 4 889 061-3, +94 11 2 684 483 Fax:+94 11 2 336 018 Fax:+94 11 2 688 899 E-mail: [email protected] E-mail: [email protected] Website: www.asiasecurities.net Website: www.nlequities.com Mr. Sabri Marikar Mr. Janaka Palapathwala Chief Executive Officer Director / General Manager BOC DEBENTURE ISSUE 2014 55 Capital Trust Securities (Pvt) Ltd. S C Securities (Pvt) Ltd.

42, Mohamed Macan Markar Mawatha, 2nd Floor, 55 D.R. Wijewardena Mawatha, Colombo 3. Colombo 10. Tel:+94 11 2 174 174, +94 11 2 174 175 Tel:+94 11 4 711 000 / +94 11 47 11 001 Fax:+94 11 2 174 173 Fax:+94 11 2 394 405 E-mail: [email protected] E-mail:[email protected] Website: www.capitaltrust.lk Website: www.sampathsecurities.lk Mr. Tushan Wickramasinghe Mr. Harsha Fernando Managing Director Director / Chief Executive Officer

CT CLSA Securities (Pvt) Limited First Capital Equities (Pvt) Limited.

4-14, Majestic City, 10, Station Road, No.01, Level 02, Lake Crescent, Colombo 02. Colombo 4. Tel:+94 11 2 145 000 Tel. +94 11 2 552 290 - 4 Fax:+94 11 5 736 264 Fax: +94 11 2 552 289 E-mail: [email protected] E-mail: [email protected] Website: www.firstcapital.lk Website: www.ctsmith.lk Mr. Jaliya Wijeratne Mr. Rohan Fernando Chief Executive Officer Managing Director

NDB Securities (Private) Limited.

5th Floor, NDB Building, 40, Navam Mawatha, Colombo 2. Tel:+94 11 2 314 170 to 2 314 178 Fax:+94 11 2 314 180 E-mail: [email protected] Website: www.ndbs.lk Mrs. Prasansini Mendis Chief Executive Officer

TRADING MEMBERS

Capital Alliance Securities (Pvt) Ltd. SMB Securities (Pvt) Ltd.

Level 5, “Millennium House”, 46/58 Navam No. 47, Dharmapala Mawatha, Mawatha, Colombo 3. Colombo 2. +94 11 4 388 138 Tel:+94 11 2 317 777 Fax: +94 2 339 292 Fax:+94 11 2 3177 88 E-mail: [email protected] E-mail: [email protected] Website: www.smbsecurities.lk Website: www.capitalalliance.lk Mr. C.N. Priyankara Mr.Harinlal Aturupane Acting Chief Executive Officer Managing Director / CEO

First Guardian Equities (Pvt) Ltd. Taprobane Securities (Pvt) Ltd.

32nd Floor, East Tower, World Trade Centre, 2nd Floor, Echelon Square, No. 10, Gothami Road, Colombo 1. Colombo 08. Tel: +94 11 5 884 400 (Hunting) Tel: +94 11 5 328 200 Fax: +94 11 5 884 401 Fax: +94 11 5 328 277 E-mail: [email protected] E-mail: [email protected] Website: www.firstguardianequities.com Website: www.taprobanestocks.com Mr. Rohan Goonewardene Mr. Niranjan Niles Managing Director / CEO Acting Chief Executive Officer

56 BOC DEBENTURE ISSUE 2014 Candor Equities Ltd. Serendib Stock Brokers (Pvt) Ltd.

Level 8, South Wing, No. 156, 3rd Floor, Walukarama Road, Millennium House, 46/58 Nawam Mawatha, Colombo - 03. Colombo 02. Tele : +94 11 2 565 635 Tel: +94 11 2 359 100 Fax : +94 11 2 565 604 Fax: +94 11 2 305 522 E-mail:[email protected] E-mail:[email protected] Website: www.serendibsb.com Website: www.candor-holdings.com Mr. Naushervan Beg Mr. Ravi Abeysuriya Chief Executive Officer Director / CEO

Enterprise Ceylon Capital (Pvt) TKS Securities (Pvt) Ltd. Limited.

27th Floor, East Tower, 19-01, East Tower, World Trade Centre, Echelon Square, World Trade Centre,Echelon Square Colombo 1 Colombo 1. Tel: +94 11 2 333 000 Tel: +94 11 7 857 799 Fax: +94 11 2 333 383 Fax: +94 11 7 857 857 E-mail:[email protected] E-mail: [email protected]: www.tks.lk Mr. Dhushyanth Wijayasinghe Mr. Ralph Wijesinghe (Acting Chief Executive Chief Executive Officer Officer)

Richard Pieris Securities (Pvt) Ltd. Claridge Stockbrokers (Pvt) Ltd.

No. 55/20, Vauxhall Lane, Colombo 02. No.10 Gnanartha Pradeepa Mawatha, Tel: +94 11 7 448 900 , +94 11 5 900 800 Colombo 8. Fax: +94 11 2 330 711 Tel: +94 11 2 697 974 Email: [email protected] Fax: +94 11 2 689 250 Mr. Dilruk A. Fernando E-mail:. P . [email protected] Acting Chief Executive Officer Mr. N. A. Epa Chief Executive Officer

Navara Securities (Pvt) Ltd Softlogic Stockbrokers (Pvt) Ltd

2nd Floor, 45/2, Braybrooke Street, No.06, 37th Lane, Colombo 2. Queens Road, Tel: +94 11 2 358 700 / 20 Colombo 03. Fax: +94 11 2 358 701 Tel: +94 11 7 277 000 Website: www.nws.lk Fax: +94 11 7 277 099 Mr. Nadun Jayathilake Email: [email protected] Chief Executive Officer Website: www.softlogicequity.lk Mr. Dihan Dedigama Chief Executive Officer

LOLC Securities Limited

Level 18, West Tower, World Trade Centre, Echelon Square Colombo 1. Tel: +94 11 7 880 880 Fax: +94 11 2 434 771 Mr. Sriyan Gurusinghe CEO / Managing Director

BOC DEBENTURE ISSUE 2014 57 TRADING MEMBERS - DEBT

First Capital Markets Limited Capital Alliance Limited

No.75, Arnold Ratnayake Mawatha, Level 5, “Millenium House” Colombo 10. 46/58, Nawam Mawatha, Colombo 2. Tel: +94 11 2 639 898, +94 11 2 681 888 Tel: +94 11 2317777 Fax: +94 11 2 639 899, +94 11 2 681 460 Fax: +94 11 2317788 E-Mail: [email protected] Mr. Gihan Hemachandra Web site: www.firstcapital.lk Chief Executive Officer Mr. Dilshan Wirasekara Deputy Chief Executive Officer

Wealthtrust Secuities Limited

No.32, Castle Street, Colombo 08. Tel: +94 11 2 689 823 Fax: +94 11 2 689 605 Mr. D.H.B. Ranawana Chief Executive Officer

CUSTODIAN BANKS

Bank of Ceylon PLC 11th Floor, No. 4, 110, Sir James Peiris Mw.,Colombo 02. Bank of Ceylon Mw. Tel: +94 11 5 331 458, 4 730 662 Colombo 01. Mrs. Hiranthi De Silva Tel: +94 11 2 448 348 AGM-Corporate Credit Department Mr. W.Y.Bandula Web : www.sampath.lk AGM - Investment Operations Web : www.boc.lk

Standard Chartered Bank Citibank N.A. 37, York Street, Colombo 01. 65 C, Dharmapala Mw.,Colombo 07. Tel: +94 11 2 480 450 Tel: +94 11 2 447 316-8, 2 449 061 Mrs. Mercy De Silva Ms. Sujini Gunasekera Head of Securities Services AVP-Securities & Fund Services Web : www.standardchartered.com/lk Web : www.citi.com/citi/global/lka.html

Banque Indosuez PLC C/o PLC 64A, Galle Road, Colombo 03. Cinnamon Gardens Branch, Tel: +94 11 2 370 870 251, Dharmapala Mw., Colombo 07. Mr. Asanga Tennakoon Tel: +94 11 2 681 720, 11 2 686 537 Chief Manager Zone II Ms. Sureni Mapatuna Web : www.unionb.com Manager - Remittances

58 BOC DEBENTURE ISSUE 2014 Deutsche Bank State Bank of India 86, Galle Road, Colombo 03. 16, Sir Baron Jayathilake Mw., P.O. Box Tel: +94 11 2 447 062, 93, Colombo 01. 2 438 220, 2 438 057 Tel: +94 11 2 380 953, 2 326 133-5 Mr. Tyronne Hannan Mr.R. Chandra Head Global Transaction Banking Chief Executive Officer Web : www.db.com/srilanka/ Web : www.statebankofindia.com/ foreignoffices.jsp#20

Nations Trust Bank PLC People’s Bank 256, Sri Ramanathan Mawatha, Head Office Treasury, 5th Floor, 75, Sir Colombo 15. Chittampalam A Gardiner Mw, Colombo Tel: +94 11 4 313 131 02. Mr Chamath Munasinghe Tel: +94 11 2 481 397, 2 432 437 Chief Manager Credit Operations Mr. Clieve Fonseka Web: www.nationstrust.com Head of Treasury & Investment Banking Web : www.peoplesbank.lk

Hatton National Bank PLC Commercial Bank of Ceylon PLC HNB Towers, 479, T B Jayah Mawatha, Commercial House, 21, Bristol Street, Colombo 10. Colombo 1. Tel: +94 11 2 664 664 Tel: +94 11 5 377 881,2 440 010-15 Mr. Chanaka Batepola Mr A N P Sooriyachchi Assistant Manager Head of Corporate Finance Web : www.hnb.net Web : www.combank.net

Seylan Bank PLC Level 8, Ceylinco Seylan Towers, 450, Galle Road, 90, Galle Road, Colombo 03. Colombo 03. Tel: +94 11 4 701 812, 4 701 819 Tel: 2565565 Mrs. Y.E Udurawane Mr.Kamoor Sourjah AGM Corporate Banking DGM- Business Development Margin Trading Unit Web : www.pabcbank.com Web : www.eseylan.com

Hongkong & Shanghai Banking Corp. Ltd. Public Bank Berhad 24, Sir Baron Jayathilake Mw., 340, R.A. De Mel Mawatha, Colombo 01. Colombo 03. Tel: +94 11 2 325 435, 2 446 591, Tel: 2576289 / 7290200 - 07 2 446 303 Mr. Jude Boteju Mr. Kanishka Hewage Head of Credit Vice President Custody & Clearing [email protected] [email protected] Web : www.hsbc.lk

BOC DEBENTURE ISSUE 2014 59 ANNEXURE IV

DECLARATION

Manager Bank of Ceylon ………………..

I/We……………………………………………………………………………. ……… ………………………………………………………………………….………….…… and ……………………………………………………………………………….. of (address)...... ………………………………………………………… ………………………...... holder/s of Passport Number/NIC Number ………………………………………………….., who fall under the definition of a US Persons under the provisions of the Foreign Account Tax Compliance Act (“FATCA”) which is a US legislation aimed at preventing tax evasion by US persons through overseas assets. I/We confirm that I/We understand FATCA is extraterritorial by design and requires “US Persons” to report their financial assets held overseas.

I/We hereby request Bank of Ceylon which is recognized as a Foreign Financial Institutions (FFIs) in terms of the FATCA to report all information pertaining to the accounts and investments held by me/us in the Bank of Ceylon and to remit any tax payable to the Internal Revenue Service (IRS) of the United States of America.

I/We further confirm that this request is made by me/us with full knowledge and understanding of FATCA.

Date: ………………. ……………………... Signature/s of Applicant/s

60 BOC DEBENTURE ISSUE 2014 ANNEXURE V

DETAILS OF THE PROPERTIES

FREEHOLD PROPERTY

Location Address Alawwa Branch 64, Giriulla Road, Alawwa Aluthgama Branch 267, Galle Road, Aluthgama Ambalangoda Branch 274, Main Street, Ambalangoda Ambalantota Branch 11, Wanduruppa Road, Ambalantota Badulla Fernham Bunglow & Prop. Badulla Badulla Uva Pro. Off. 17, Hill Drive, Keppetipola Rd, Badulla Balangoda Branch 137, Main Street, Balangoda Bambalapitiya Branch 20, Galle Road, Colombo 04 Bandarawela Branch 198B, Badulla Road, Bandarawela Bandarawela Holiday Home Bandarawela Batticaloa Branch Covington Road, Batticaloa Beliatta Branch Beliatta Beruwala Branch Beruwela Borella Branch 71, Danister de Silva Mawatha, Colombo 08 Borella Branch Car Park 83-83/5, Danister de Silva Mawatha, Colombo 08 Chilaw Branch Radaguru Edmund Peiries Mawatha, Chilaw Colombo 01- City Office 41, Bristol Street, Colombo 01 Colombo 01- G.O.H. (Y.S.B) York Street, Colombo 1. Colombo 07- G.M’S Bangalow Green Path, Colombo 7 Colombo Darly Rd. Stores Browns Bldg Colombo 10 Dehiowita Branch 62, Main Street, Dehiowita Dehiwala Branch 207, Galle Road, Dehiwala Dickoya Upper/ Lower Glencarn Bung. Dickoya Dummalasooriya Branch 227, Kuliyapitiya, Madampe Road, Dummalasooriya Ettampitiya Branch Nuwara Eliya Road, Ettampitiya Galaha Branch 59/37, Deltota Road, Galaha Galle Branch 2, Gamini Road, Galle Galle Province Office 2, Light House Street, Fort, Galle Gampaha Branch Gampaha Gampola Branch 44, Kadugannawa Road, Gampola Grand Pass Branch 703, Sirimawo Bandaranayeke Mawatha, Colombo 14 Hakmana Branch Beliatta Road, Hakmana Haputale Branch (Browns) 20, Station Road, Haputale Haputale Woodland Bunglow Bandarawela Road, Haputale. Hatton Branch 46, Circular Road, Hatton Hatton Staff Quart Hatton Horana Branch 87, Anguruwathota Road, Horana Idama Branch Moratuwa

BOC DEBENTURE ISSUE 2014 61 Imaduwa Branch Ahangama Road, Imaduwa ImaduwaJa Ela Branch Branch Ahangama19, Negombo Road, Road, Imaduwa Ja Ela JaJaffna Ela AreaBranch Office 19,56, NegomboStanley Road, Road, Jaffna Ja Ela Jaffna AreaBare OfficeLand 56,Rasavinthoddam Stanley Road, Road, Jaffna Jaffna Jaffna BareBranch Land Rasavinthoddam476, 476A, Hospital Road, Road, Jaffna Jaffna JaffnaKadawatha Branch Branch 476,469, 476A,Ragama Hospital Road, Road,Kadawatha Jaffna KadawathaKalutara Area Branch Office 469,Kalutara Ragama Road, Kadawatha Kalutara AreaBranch Office Kalutara218, Galle Road, Kaluthara South, Kaluthara Kalutara Branch 218, Galle Road, Kaluthara South, Kaluthara Kandy 2nd City Branch 22, Dalada veediya, Kandy Kegalle Branch 110, Colombo Road, Kegalle Kollupitiya Merchant Tower Land 28, St. Michael’s Road, Colombo 03 Kurunegala AGM’s Quart’s Kurunegala Kurunegala Bazaar Branch Commercial Complex, Kurunegala Kurunegala Branch (SG.) Kurunegala Kurunegala Chief Mgr’s Quart 34, Colombo Road, Kurunegala Kurunegala Province Office 18, Mahinda Mawatha, Kurunegala Lindula Ridge Holiday Home Lindula Madampe Branch 10, Station Road, Madampe Madurankuliya Branch 16A, Main Street, Madurankuliya Maharagama C.T.I Maharagama Maharagama Branch 88, High Level Road, Maharagama Mannar Branch Staff Quarters 52, Pallimunai Road, Grand Bazaar, Mannar Maskeliya Branch 66, Upcot Road, Maskeliya Matara Bazaar Branch Gunawardena Mawatha, Matara Matara Branch 11, Kumarathunga Mawatha, Matara Mathugama Branch 72, Agalawatta Road, Matugama Moneragala Branch and Mgr’s Quart. 401, Wellawaya Road, Moneragala Moneragala Staff Quarters Moneragala Mutur Branch 38, Batticaloa Road, Muttur Mutur Branch – New Mutur Nagoda Branch Nagoda Narammala Branch 139, Negombo Road, Narammala Nawalapitiya Branch 6, Gampola Road, Nawalapitiya Negombo Branch 118, Rajapakse Broadway, Negombo Nelliadi Branch Thikkam Road, Koraveddy, Nelliady Nugegoda Branch 174, High Level Road, Nugegoda Nuwara Eliya Branch 43, Lawson Street, Nuwara Eliya Nuwara Eliya Holiday Home Hill Street, Nuwara Eliya Nuwara Eliya Property Hill Street, Nuwara Eliya Nuwara Eliya Staff Quarters Hill Street, Nuwara Eliya Panadura Branch 21, Susantha Mawatha, Panadura Pettah Branch 212/63, Gas Works Street, Colombo 11 Potuvil Branch Potuvil Arugambay Road, Division No. 3, Potuvil

62 BOC DEBENTURE ISSUE 2014 Ratnapura Branch 6, Dharmapala Mawatha, Ratnapura Ratnapura Bare Land 163, Main Street, Ratnapura Talawakele Branch 23,25,29, Hatton Road, Talawakele Talawakele Staff Quart. Talawakelle Tangalle Branch Tangalle Trincomalee Branch 24, Inner Harbour Road, Trincomalee Valachchenai Branch Main Street, Valachchenai Wadduwa Branch 557/A, Galle Road, Wadduwa Weligama Branch 239, Main Street, Weligama Wellawatte Branch 149/2, Galle Road, Colombo 06 World Trade Centre Colombo 01 Level 1 & 2, West Tower

LEASEHOLD PROPERTY

LocationLocation AddressAddress Ampara Staff Quart. Ampara Ampara Branch 115, A D S Senanayaka Street, Ampara Ampara Manager’s Quart. Ampara Anuradhapura Branch Quarters Anuradhapura Anuradhapura Branch Maithripala Senanayake Mawatha, Anuradhapura Anuradhapura Pilgrims Rest Anuradhapura Anuradhapura Province office Anuradhapura Anuradhapura Staff Quarters Anuradhapura Aralaganwila Branch Aralaganwila, Aralaganwila Avissawella Branch 47,Dharmapala Mawatha, Avissawella Badulla Branch Bank Road, Badulla Bakamuna Branch Bakamuna Balangoda New land Balangoda Bandaragama Branch Janadhipathi Mawatha, Bandaragama Bentota Branch Tourist Village, Bentota Borella City Branch Super Market Complex, Borella, Colombo 08 Bulathsinhala Branch 40,Horana Road, Bulathsinhala Buttala Branch 23, Moneragala Road, Buttala Dambulla Dambulla Dehiattakandiya Branch New Town, Dehiattakandiya Devinuwara Branch Tangalle Road, Devinuwara Digana Digana Elpitiya Branch Janadhipathi Mawatha, Elpitiya Embilipitiya Branch 545, New Town, Embilipitiya Embilipitiya Staff Quarters Embilipitiya Galenbindunuwewa Branch Denzil Kobbekaduwa Mawatha, Galenbindunuwewa Galgamuwa Branch 67,69, Anuradhapura Road, Galgamuwa Galkiriyagama Branch New Town, Galkiriyagama Galnewa Branch Thambuttegama Road, Galnewa Girandurukotte Branch New Town, Girandurukotte

BOC DEBENTURE ISSUE 2014 63 Hambantota Br. & Area Manager’s Quarters 33,Tower Hill Road, Hambantota Hambantota Kachcheri Branch Hambantota Hambantota Staff Quarters Hambantota Hikkaduwa Branch 223,Galle Road, Hikkaduwa Horowpathana Branch Anuradhapura Road, Horowpathana Hulftsdrop Branch 30, St.Sebastian Hill,Colombo 12 Ipalogama Branch Ipalogama Kadawatha Branch Kadawatha Kahatagasdigiliya Branch & Managers Trincomalee Road, Kahatagasdigiliya Quarters Kalmunai Br. & Manager’s Quarters 78,Kitddanki Road, Kalmunai Kamburupitiya Br. & Manager’s Quarters School Lane, Kamburupitiya Kandy Main Branch Kandy Kantale Bazaar Branch 91, Akrabodhi Mawatha, Kantale Kataragama Branch 315, Tissamaharama Road, Kataragama Kataragama Pilgrims Rest Kataragama Kataragama Staff Quarters Kataragama Kebithigollewa Branch & Manager’s Kebithigollewa Quarters Kekirawa Branch 3,Habarana Road, Kekirawa Koggala Branch Koggala, Habaraduwa Kolonnawa Branch Kolonnawa Kuliyapitiya Branch & Managers Quarters 70, Madampe Road, Kuliyapitiya Kuruwita Branch 60, Ratnapura Road, Kuruwita Madatugama Branch Kekirawa, Dambulla Road, Madatugama Mahiyangana Branch 7,New Town, Badulla Road, Mahiyangana Mannar Br. & Manager’s Quarters Mannar

Matale Br. & Manager’s Quarters 5/2, Trincomalee Street, Matale Medawachchiya Branch 36, Jaffna Road, Medawachchiya Medirigiriya Branch School Junction, Medirigiriya Meegallewa Branch Meegallewa, Meegallewa Meegoda Branch (Economic Centre) Meegoda Middeniya Branch Middeniya Mihintale Branch Trincomalee Road, Mihintale New Head Office Building 4, Bank of Ceylon Mawatha, Colombo 1. Nikaweratiya Branch & Managers Quarters Puttalam Road, Nikaweratiya Nittambuwa Branch Market Complex, Nittambuwa Nivitigala Branch 72, Kalawana Road, Nivitigala Nochchiyagama Branch Main Street, Nochchciyagama Nochchiyagama Staff Quarters Nochchiyagama Nuwara Eliya Municipal Rest Nuwara Eliya Padavi- Parakramapura Branch Padavi, Parakramapura Padavi- Parakramapura Staff Quarters Padavi- Parakramapura Pannala Branch Public Ground Road, Pannala

64 BOC DEBENTURE ISSUE 2014 Pitigala Branch 39, North Pitigala Road, Pitigala Polonnaruwa New Town Branch Polonnaruwa Polonnruwa Staff Quarters Polonnaruwa Puttalam Branch & Manager’s Quaters 53, Kurunegala Road, Puttalam Puttlam Kachcheri Branch Puttalam Puttalam Staff Quarters Puttalam Puttalam Area Office Puttalam Ragama Branch Ragama Rambukkana Rambukkana Talgaswela Branch Talgaswela Thambuttegama Branch Rajanganaya Road, Thambuttegama Thambuttegama Staff Quarters Thambuttegama Thirappane Branch Thirappane Tissamaharama Branch 70, Main Street, Tissamaharama Torrington Branch 30A, Independent Avenue, Colombo 7 Ududumbara Branch 44,46, Mahiyangana Road Vanni Area Office & Quarters Vavuniya Vavuniya Branch & Manager’s Quarters 75, Station Road, Vavuniya Vavuniya Staff Quarters Vavuniya Weeraketiya Branch Weeraketiya Welimada Branch 12,12A, Hemapala Munidasa Mawatha, Welimada Wellawaya Branch Tissamaharama Road, Wellawaya

BOC DEBENTURE ISSUE 2014 65 ANNEXURE VI REPORT OF THE AUDITOR GENERAL

66 BOC DEBENTURE ISSUE 2014 BOC DEBENTURE ISSUE 2014 67 ANNEXURE VII DIRECTOR’S INTEREST AS AT 31ST DECEMBER 2013

Related party disclosures as required by the Sri Lanka Accounting Standard -LKAS 24 on ‘Related Party Disclosures’ are detailed in Note 55 of the Financial Statements for the year ended 31st December 2013. In addition, the transactions that have been carried out in the ordinary course of business in an arm’s length basis with entities where the Chairman or a Director of the Bank is the Chairman or a Director of such entities, are detailed below:

Balance / Balance / amount amount outstanding outstanding Limit Nature of as at as at ‘000* Company Relationship transactions 31 December 31 December Security 2013 2012 ‘000* ‘000* Mr. Raju Sivaraman*** Property Development Chairman Current account 5,279 8,084 PLC Time deposit 1,300,665 1,216,734 Repo balance 356,126 99,888 Rent paid in advance Deposit for fuel 258,518 235,179 Letters of credit 907 907 - - Letters of guarantee 5,000 3,993 3,630 MCSL Financial Director Savings account 5,084 16,968 Services Savings account USD 11 USD 3 Limited**** **1,429 **336 EURO 4 EURO 3 **769 **583 AUD 0.5 AUD 0.4 **60 **54 SGD 0.2 - **17 -

Current account 52,648 34,079 Time deposit 72,785 16 Series of loan 925,000 203,948 459,640 Overdraft 100,000 - 45,949 Money market loan 400,000 350,174 402,372 Lease receivable/ Repo balance 25,004 42,009 hire purchase Letters of credit 10,000 2,500 - receivable backed by Letters of guarantee 6,500 - 2,500 Power of Other payables 6,180 6,331 } Attorney

* Currencies not specifically mentioned are in LKR ** LKR equivalent amount *** Mr R Sivaraman is the Managing Director of Arch-Triad Consultants (Private) Limited and the company has been appointed as the consultants for the projects of constructing BoC Eastern Province Office and Super Grade branch at BoCTrincomalee, BoC branch office complex at Nugegoda, BoC Managers‘ quarters at Nelliady branch and Ceybank Rest and Holiday Homes (phase II) at NuwaraEliya. **** Include both limits of MCSL Financial Services Limited and Ceylease Limited as they have been merged with effect from 22 August 2013. 68 BOC DEBENTURE ISSUE 2014 Balance /amount Balance /amount outstanding outstanding as at as at 31 December 2012 Limit Nature of 31 December 2013 ‘000* ‘000* Company Relationship transactions ‘000* Security Mireka Capital Land Director Current account 3,104 31,090 (Private) Limited Current account USD 13 USD 44 **1,737 **5,601 Time deposit 94,236 51,639 Time deposit USD 62 - **8.097 - Letters of credit USD 11 USD 356 Fixed deposits **45,290 **1,397 - Letters of guarantee 32,640 Mireka Homes Director Current account 61,050 - (Private) Limited USD 22 **2,915 Time deposit 21,281 - Loan USD 40,000 USD 14,000 - Fixed deposits **5,236,200 **1,832,670 Overdraft 100,000 - - Letters of credit (USD 40,000) USD 2,245 - Relative bills (**5,236,200) **293,835 of exchange EURO 15 and shipping **2,260 documents GBP 5 **1,150 } Mr. K M Mahinda Siriwardana Sri Lanka Export Director Savings account 1 - Development Board Current account 19,268 - Letters of guarantee - - 300 Cash Sri Lanka Export Credit Director Savings account 109 - Insurance Corporation EURO 0.2 - **29 - Current account 623 - Time deposit USD 2,566 - **335,885 -

* Currencies not specifically mentioned are in LKR ** LKR equivalent amount

BOC DEBENTURE ISSUE 2014 69 Balance / Balance / amount amount outstanding outstanding Limit Nature of as at as at ‘000* Company Relationship transactions 31 December 31 December Security 2013 2012 ‘000* ‘000* Ms. Nalini D Abeywardene Hotels Colombo Director Savings account 3,912 - (1963) Limited Current account 11,647 35,303 Time deposit 114,717 102,075 Loan 7,801 - Other receivables 23,038 31,548 BOC Travels Director Savings account - 5,000 (Private) Limited Current account 9,085 36,760 Time deposit 110,846 83,131 Leasing 6,967 - Debentures 10,347 15,436 Overdraft 7,600 - - Letters of guarantee - 56,000 56,050 Book debts Time 12 Other receivables 12 deposits and Other payables 689 428 debentures

Mr. Chandrasiri de Silva Hotels Colombo Director Savings account 3,912 - (1963) Limited Current account 11,647 35,303 Time deposit 114,717 102,075 Loan 7,801 - Other receivables 23,038 31,548 BOC Travels Chairman Savings account - 5,000 (Private) Limited Current account 9,085 36,760 Time deposit 110,846 83,131 Leasing 6,967 - Debentures 10,347 15,436 Overdraft 7,600 - - Book debts Letters of guarantee 56,000 - 56,050 Time deposits and Other receivables 12 12 debentures Other payables 689 428

* Currencies not specifically mentioned are in LKR ** LKR equivalent amount

70 BOC DEBENTURE ISSUE 2014 Balance /amount Balance / outstanding as at amount 31 December 2013 outstanding Limit Nature of ‘000* as at ‘000* Company Relationship transactions 31 December Security 2012 ‘000* Mr. Lalith Withana Orit Apparels Chief Current account USD 11 - (Private) Limited Excecutive **1,465 Officer

Loan USD 1,400 USD 820 - Mortgage **183,267 **107,288 over machine, corporate guarantee and commercial property

Overdraft 86 - Orit Trading Lanka Chief Savings account USD 116 - (Private) Limited Excecutive **15,190 Officer

Current account 31 - Time deposit USD 200 - **26,181 Overdraft USD 25 - **3,231 Letters of credit USD 5,900 USD 398 - **772,340 **52,104 Corporate guarantee, bills of exchange and personal guarantee Mr. R.M. Ananda Ratnayake De La Rue Lanka Director Current account 9,113 - Currency and Security GBP 54 - Print (Private) Limited **11,602 - Time deposit 8,253 - Overdraft 30,000 26,291 -

* Currencies not specifically mentioned are in LKR ** LKR equivalent amount

BOC DEBENTURE ISSUE 2014 71