Seylan BK Prospectus 2008#F0617 - Seylan Bank

BANK PLCSEYLAN BANK PLCPROSPECTUSISSUE OF 4,000,000 UNSECURED SUBORDINATEDREDEEMABLE DEBENTURES 2008/2013 OF RS. 100/- EACH (WITH ANOPTION TO ISSUE AT THE DISCRETION OF THE BOARD THREE FURTHERTRANCHES OF 2,000,000 DEBENTURES EACH IN THEEVENT THE ISSUE IS OVERSUBSCRIBED)TO BE LISTED ON THE COLOMBO STOCK EXCHANGE(MAIN BOARD LISTING)ISSUE OPENS ON 10TH DECEMBER 2008P R O S P E C T U S 2 0 0 8PAGE 1

BANK PLC“THE COLOMBO STOCK EXCHANGE (CSE) HAS TAKEN REASONABLE CARE TO ENSUREFULL AND FAIR DISCLOSURE OF INFORMATION IN THE PROSPECTUS. HOWEVER, THECSE 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 DEBENTURES WHICH IS DECIDEDSOLELY BY THE ISSUER.”P R O S P E C T U S 2 0 0 8PAGE 2

BANK PLCCORPORATE INFORMATIONIssuer : Seylan Bank PLCLegal Status : A Public Limited Liability Company incorporated in Sri Lankaon 28 th August 1987 under the Companies Act No.17 of 1982;registered as a Public Limited Company under the CompaniesAct No.07 of 2007 and listed on the Colombo Stock Exchangein January 1989. A Licensed Commercial Bank under theBanking Act No.30 of 1988.Company Registration Number : PQ 9Registered Office/ Head Office : Ceylinco-Seylan TowersP.O. Box 400, No. 90, Galle Road, Colombo 3Tel : (00 94) (1) 2456789, (00 94) (1) 4701000Fax : (00 94) (1) 2456456Cable : SEYTRUSTE-mail : info@seylan.lkTelex : (08)-(03)-22898, 23005 Seylan CESWIFT : SeyblklxWebsite: www.eseylan.comSecretary to the Company : Ms. M. R. S. GunasekaraACIS, LLB (Hons.)-Colombo, Attorney at LawManagers & Registrars to the Issue : SSP Corporate Services (Pvt) LtdNo. 101, Inner Flower Road, Colombo 3Tel. Nos. 2573894, 2576871 (Fax: 2573609)Auditors & Reporting Accountants : KPMG Ford Rhodes Thornton & Co.to the IssueChartered AccountantsNo. 32 A, Sir Mohamed Macan Markar MawathaColombo 3Trustees to the Issue : Deutsche Bank AG – Colombo Branch86 Galle Road, Colombo 03.Tel No.4791114Lawyers to the Issue : Seylan Bank PLC-Legal DepartmentLevel 12, Ceylinco Seylan Towers90, Galle Road, Colombo 03Tel Nos.2456789, 4701000Fax Nos.2452572, 2456456Bankers to the Issue : Seylan Bank PLCCeylinco Seylan Towers, No.90, Galle Road, Colombo 3Tel Nos. 2456789, 4701000. (Fax-2456456)P R O S P E C T U S 2 0 0 8PAGE 3

BANK PLCKEY FEATURES AT A GLANCEInstrument : Unsecured Subordinated Redeemable Debentures 2008/2013Number of Debentures to be issuedPar value of a DebentureAmount to be raised: 4,000,000 (Four Million) Debentures with an option to issue atthe discretion of the Board three further tranches of 2,000,000(Two Million) Debentures each in the event the Issue isoversubscribed.: Rs.100/- (Rupees Hundred): Rs.400,000,000/- (Rupees Four Hundred Million) with an optionto issue at the direction of the Board three further tranches ofRs.200,000,000/- (Rupees Two Hundred Million) each in theevent the Issue is oversubscribed. The oversubscription refersto the initial tranche of Rs.400,000,000/- taken singly ortogether with any one or all of the subsequent tranches ofRs. 200,000,000/- each.Opening of Subscription List : 10 th December 2008(Opening date)(however applications may be submitted forthwith)Closure of Subscription List : On the date the issue is oversubscribed or 31 st December 2008.(Closing date)Interest Rate/s/options :Type ‘A’ - 20.5% p.a. on par value payable monthly;Type ‘B’ - 21.5% p.a. on par value payable annually;Type ‘C’ - Floating interest rate – 3 months net treasury bill rate plus2 1/2% payable quarterly on par value.This means two and half percentage points above the simpleaverage of the three month weighted average treasury bill rate(after tax on interest) announced at the Primary Auctions heldduring the month preceding* the commencement of therespective quarters.Type ‘D’ - Floating interest rate – 1 year net treasury bill rate plus2 1/2% payable annually on par value.This means two and half percentage points above the simpleaverage of the one year weighted average treasury bill rate(after tax on interest) announced at the Primary Auctions heldduring the month preceding* the commencement of therespective years.*In the event at least one auction is not held in the precedingmonth with the respective weighted average rates beingannounced, the applicable rate would be based on the averageof the auctions held in the previous month.Basis of Allotment : In the event of over subscription, the basis of allotment will bedecided within 7 market days from the date of closure of theIssue.Minimum Subscription : Rs.10,000/- (i.e. 100 Debentures) of any instrument(applications exceeding the minimum subscription should bein multiples of Rs. 5,000/- (i.e. in multiples of 50 Debentures)Redemption/maturity date : On completion of 5 years from the date of allotmentP R O S P E C T U S 2 0 0 8PAGE 4

BANK PLCLIST OF ABBREVIATIONS/ DEFINITIONS & INTERPRETATIONSSBK/The Bank/Seylan Bank/Company - Seylan Bank PLCSLIPS - Sri Lanka Interbank Payment SystemSLACH - Sri Lanka Automated Clearing HouseSEC - Securities & Exchange Commission of Sri LankaCSE - Colombo Stock ExchangePOA - Power of AttorneyCDS - Central Depository Systems (Private) LimitedMarket day - A day on which trading takes place on the CSEDebentures - Unsecured Subordinated Redeemable fixed rate /floating rateDebentures to be issued pursuant to this Prospectus.Subordinated - The rights of the debentureholders for payment of capitaland interest due would, on a winding up of the company, besubordinate to the rights of other creditors of the company.The term ‘subordinated’ means that such an issue ranks afterboth secured and unsecured creditors of the bank and thepreferential claim under section 365 of the Companies ActNo. 07 of 2007, but in priority to and over the claims of theshareholders in the event of a winding up.Weighted Average Treasury - This means the weighted average Treasury Bill rate (afterBill Ratetax on interest) at the primary auctions as announced by thePublic Debt Department of Central Bank of Sri Lanka for therespective maturity periods viz. 3 months and 1 year.Working Day - Any day on which Banks and Foreign Exchange Marketsare open for business in Sri Lanka.Trust Deed - Trust Deed bearing No. 313 dated 21 st November 2008attested by C. Kotigala, Notary PublicMn - MillionRs. or SLRs. - Sri Lankan RupeesRedemption - The repayment of the capital at maturity at par.Ceylinco Consolidated - Ceylinco Group of CompaniesP R O S P E C T U S 2 0 0 8PAGE 5

BANK PLCTABLE OF CONTENTSCHAPTER I - PRINCIPLE FEATURES OF THE UNSECUREDSUBORDINATED REDEEMABLEDEBENTURES 2008/2013Page1.01 INVITATION TO SUBSCRIBE ................................. 011.02 SUBSCRIPTION LIST ............................................. 021.03 PROSPECTUS ........................................................ 021.04 OBJECTIVES OF THE ISSUE ................................ 021.05 INTEREST ............................................................... 021.06 PAYMENT OF PRINCIPAL AND INTEREST .......... 031.07 REDEMPTION ......................................................... 041.08 TRUSTEES TO THE ISSUE .................................... 041.09 BENEFITS TO THE INVESTORS INSUBSCRIBING FOR DEBENTURES ...................... 041.10 RIGHTS OF DEBENTURE HOLDERS .................... 041.11 RISKS TO INVESTORS IN SUBSCRIBINGFOR DEBENTURES ............................................... 051.12 FITCH RATING ........................................................ 061.13 TRANSFER OF DEBENTURES .............................. 061.14 REGISTRATION ...................................................... 071.15 LISTING ................................................................... 071.16 PROSPECTUS AND APPLICATION FORMS ......... 071.17 PROCEDURE FOR APPLICATION ......................... 101.18 ALLOTMENT OF DEBENTURES ............................ 131.19 SUCCESSFUL APPLICANTS ................................. 141.20 UNSUCCESSFUL APPLICANTS ............................ 141.21 ACCEPTANCE, DEBENTURECERTIFICATES AND REFUNDS ............................ 141.22 DIRECT LODGEMENT WITH THECENTRAL DEPOSITORYSYSTEMS (PRIVATE) LIMITED .............................. 141.23 REJECTION OF APPLICATIONS ............................ 14CHAPTER II - PROFILE OF THE BANK2.01 INCORPORATION ................................................... 152.02 CORPORATE PHILOSOPHY .................................. 152.03 HISTORY ................................................................. 152.04 FUTURE PLANS ..................................................... 182.05 BUSINESS TRENDS & SENSITIVITIES ................. 182.06 STATED CAPITAL ................................................... 202.07 PARTICULARS OF DEBT AND LOAN CAPITAL .... 202.08 DIVIDENDS DECLARED AND PAID DURINGTHE NINE MONTHS PERIOD ENDED30TH SEPTEMBER 2008 ........................................ 212.09 BRANDS & SERVICE PRODUCTS OFSEYLAN BANK & SUBSIDIARIES .......................... 212.10 EMPLOYEES .......................................................... 222.11 LAND & PREMISES OF THE BANK ....................... 222.12 BOARD OF DIRECTORS ........................................ 222.13 OTHER DIRECTORSHIPSHELD AS AT 30 TH SEPTEMBER 2008 .................... 262.14 DIRECT & INDIRECT HOLDINGS OFDIRECTORS IN SEYLAN BANKAS AT 31 ST OCTOBER 2008 ................................... 302.15 MANAGEMENT ....................................................... 312.16 SUBSIDIARY & ASSOCIATE COMPANIESOF SEYLAN BANK AS AT 30 THSEPTEMBER 2008.................................................. 342.17 LIST OF TWENTY LARGESTORDINARY VOTING SHAREHOLDERSOF SEYLAN BANK AS AT 30 THSEPTEMBER 2008.................................................. 352.18 LIST OF TWENTY LARGEST ORDINARYNON-VOTING SHAREHOLDERS OFSEYLAN BANK AS AT 30 TH SEPTEMBER 2008 ..... 352.19 LIST OF TWENTY LARGEST PREFERENCESHAREHOLDERS OF SEYLAN BANKAS AT 30 TH SEPTEMBER 2008 ............................... 362.20 RATIOS AND SHARE INFORMATION .................... 362.21 PERCENTAGE COMPOSITION OF NONPERFORMING ADVANCES .................................... 36CHAPTER III - STATUTORY AND GENERAL INFORMATION3.01 MEMORANDUM OF ASSOCIATION ....................... 373.02 ARTICLES OF ASSOCIATION ................................ 373.03 BROKERAGE .......................................................... 373.04 COST OF THE ISSUE ............................................. 373.05 UNDERWRITING ARRANGEMENTS ..................... 373.06 INSPECTION OF DOCUMENTS ............................. 373.07 DIRECTORS’ EMOLUMENTS................................. 373.08 DIRECTORS’ INTERESTS IN CONTRACTS ANDDIRECTORS’ INTERESTS IN TRANSACTIONSRELATING TO PROPERTIES ................................. 373.09 MANAGEMENT AGREEMENTS ............................. 383.10 RESEARCH & DEVELOPMENT ............................. 383.11 LITIGATION AGAINST THE BANK ......................... 383.12 CONTINGENT LIABILITIES .................................... 383.13 TAKEOVER OFFERS .............................................. 383.14 CORPORATE GOVERNANCE PRACTICES .......... 38CHAPTER IV - FINANCIAL INFORMATION(a) Accountants Report for inclusion in thein the Prospectus ............................................. 40(b) Limited Review of Unaudited FinancialStatements - 30th September 2008. ............... 44(c) Audited Accounts - 31st December 2007. ...... 51CHAPTER V - STATUTORY DECLARATION ................. 102CHAPTER VI - EXTRACTS OF THE MEMORANDUMOF ASSOCIATION ................................................ 103CHAPTER VII - EXTRACTS FROM THEARTICLES OF ASSOCIATION ............................ 1067.1 SHARES OF DIFFERENT CLASSES ................ 1067.2 VOTES OF MEMBERS ...................................... 1067.3 NUMBER OF DIRECTORS ............................... 1067.4 DIRECTORS’ QUALIFICATION ......................... 1077.5 REMUNERATION OF DIRECTORS .................. 1077.6 DIRECTORS’ TRAVELLING EXPENSES .......... 1077.7 DIRECTORS’ CONTRACTS WITH COMPANY . 1077.8 POWERS OF DIRECTORS ............................... 107ANNEXURE I : TRUST DEED ...................................... 109ANNEXURE II : DESIGNATED BRANCHESOF THE BANK ..................................... 146ANNEXURE III : RATING REPORT FROM FITCHRATINGS LANKA LIMITED ................. 153ANNEXURE IV : LAND AND PREMISES ....................... 154P R O S P E C T U S 2 0 0 8PAGE 6

BANK PLCChapter 11. PRINCIPLE FEATURES OF THE UNSECURED SUBORDINATED REDEEMABLE DEBENTURES 2008/20131.01 INVITATION TO SUBSCRIBEPursuant to Resolutions passed by the Board of Directors of Seylan Bank PLC (hereinafter called the Bankor SBK) on 3 rd November and 17 th November 2008 to borrow from the public by an issue of UnsecuredSubordinated Redeemable Debentures 2008/2013, this Prospectus invites the Public to make applicationsto purchase 4,000,000 (Four Million) Unsecured Subordinated Redeemable Debentures 2008/2013 at a parvalue of Rs.100/- each payable in full as outlined in this Prospectus with an option to issue at thediscretion of the Board three further tranches of 2,000,000 (Two Million) Debentures each in the event ofan oversubscription. The oversubscription refers to the initial tranche of Rs.400,000,000/- taken singly ortogether with any one or all of the subsequent tranches of Rs.200,000,000/- each. The Bank invitesapplications for four kinds of Debentures, which shall rank equal and pari passu to each other, except theinterest coupon offered and the frequency at which the interest is paid. The descriptions of the instrumentsare as follows:Type ‘A’ -Type ‘B’ -Type ‘C’ -20.5% p.a. on par value payable monthly;21.5% p.a. on par value payable annually;Floating interest rate – 3 months net treasury bill rate plus 2 1/2% payable quarterly on parvalue.This means two and half percentage points above the simple average of the three monthweighted average treasury bill rate (after tax on interest) announced at the Primary Auctionsheld during the month preceding* the commencement of the respective quarters.Type ‘D’ -Floating interest rate – 1 year net treasury bill rate plus 2 1/2% payable annually on parvalue.This means two and half percentage points above the simple average of the one year weightedaverage treasury bill rate (after tax on interest) announced at the Primary Auctions heldduring the month preceding* the commencement of the respective years.*In the event at least one auction is not held in the preceding month with the respectiveweighted average rates being announced, the applicable rate would be based on the averageof the auctions held in the previous month.The issue value shall be Rs.400 Mn and with an option to raise at the discretion of the Board a furtherRs.600 Mn, in three tranches of Rs.200 Mn each the cumulative issue value becomes Rs.1.0 Billion(Rs.1,000,000,000/-). Subject to this limit, the public could subscribe for any number (subject to theminimum subscription) of Debentures (any one type or all four types) mentioned above. Once the applicationhas been submitted for a particular debenture with a particular interest rate, it is not possible forinvestors to alter their preference for Debentures with other interest options.This issue of 4 Mn Unsecured Subordinated Redeemable Debentures 2008/2013 and in the event of an oversubscription a further amount of Debentures to be issued not exceeding a further 6 Mn shall rank paripassu, inter se without any preference or priority of one over the other or others except the interestcoupon offered and the frequency at which the interest is paid.‘Subordinate’ in relation to the Debentures means that the claims of the Debenture holders shall in theevent of a winding up of the Bank rank after all the claims of the Secured and Unsecured Creditors of theBank and the preferential claims under section 365 of the Companies Act No.07 of 2007, but in priority toand over the claims and rights of the shareholders of the Bank.P R O S P E C T U S 2 0 0 8PAGE 1

BANK PLC1.02 SUBSCRIPTION LISTThe subscription list for the Unsecured Subordinated Redeemable Debentures 2008/2013 will open at 9.00a.m. on 10th December 2008 and shall remain open for 14 market days until closure at 4.30 p.m. on 31stDecember 2008. In the event of an over subscription, the list will be closed at 4.30 p.m. on the same dayon which it is fully subscribed, in consultation and agreement with the CSE.Applications may however be made forthwith and accordingly duly completed application forms will beaccepted in the manner set out in paragraph 1.17 by any Seylan Bank Branch (the list of branches aregiven in Annexure II) from 28th November 2008 or any member/trading member firm of the CSE as set outin paragraph 1.16 of this Prospectus.1.03 PROSPECTUSThis Prospectus is dated 28th November 2008.The Debentures are issued solely on the basis of the information contained and representations made inthis Prospectus. No dealer, sales person or any other person has been authorised to give any informationor to make any representation in connection with the Unsecured Subordinated Redeemable DebentureIssue other than the information and representations contained in this Prospectus and if given or madesuch information or representations, they must not be relied upon as having been authorised by SBK.1.04 OBJECTIVES OF THE ISSUE◆◆◆To expand the capital base of the Bank in order to maintain capital adequacy requirements in accordancewith the Banking Act Direction No.9 of 2007 “Maintenance of Capital Adequacy Ratio” issued by theCentral Bank of Sri Lanka.To increase the medium term fund base to match the medium to long term lending of the Bank.To provide investors an opportunity to earn a regular fixed / floating income over the next five yearsby subscribing to the rated, listed debentures.1.05 INTERESTThe Debentures consist of four instruments for the investors to choose from and they rank equal and paripassu to each other, except the interest coupon offered and the frequency at which the interest is paidi.e. as follows:Type ‘A’ -Type ‘B’ -Type ‘C’ -20.5% p.a. on par value payable monthly;21.5% p.a. on par value payable annually;Floating interest rate – 3 months net treasury bill rate plus 2 1/2% payable quarterly on parvalue. i.e. 31 st March, 30 th June, 30 th September and 31 st December.This means two and half percentage points above the simple average of the three monthweighted average treasury bill rate (after tax on interest) announced at the Primary Auctionsheld during the month preceding* the commencement of the respective quarters.Type ‘D’ -Floating interest rate – 1 year net treasury bill rate plus 2 1/2% payable annually on parvalue.This means two and half percentage points above the simple average of the one year weightedaverage treasury bill rate (after tax on interest) announced at the Primary Auctions heldduring the month preceding* the commencement of the respective years.*In the event at least one auction is not held in the preceding month with the respectiveweighted average rates being announced, the applicable rate would be based on the averageof the auctions held in the previous month.P R O S P E C T U S 2 0 0 8PAGE 2

BANK PLCMonthly interest payments (Type ‘A’) will be made within three days from the end of the month and annualand floating interest payments (Type ‘B’ and Type ‘D’) will be made within three days from 31st Decembereach year and quarterly interest payment (Type ‘C’) will be made within three days from the end of eachquarter until redemption, which will be on or before 8th January 2014 (in the event that allotment ofDebentures will be made on or before 9th January 2009). In order to be compatible with the DEX systemthe day count for the interest calculation will be on an “Actual/Actual” basis based upon the actual numberof days in each month/quarter/year.The first broken period interest payment for all the aforesaid debenture categories ie. Types ‘A’ to ‘D’ will becalculated from the date of realization of cheques until the date prior to date of allotment (both daysinclusive). The interest payable for this period will be calculated at one percentage point above the oneyear weighted average Treasury Bill yield of the immediately preceding week on payments received fromthe date of realization of the cheque upto the date of allotment.The second broken period interest payment in the case of the monthly, annual and floating rates (Types ‘A’,‘B’, ‘C’ and ‘D’) will be calculated from the date of allotment (being a date on or before 9th January 2009)until 31st January 2009 in the case of Type ‘A’, until 31st March 2009 in the case of Type ‘C’ and until 31stDecember 2009 in the case of Types ‘B’ and ‘D’ at their respective fixed and floating rates defined above.The final broken period interest payment (in the case of Types ‘A’, ‘B’, ‘C’ and ‘D’) shall be payable togetherwith the capital on redemption of the Debentures on or before 8th January 2014 (in the event that theallotment being made on or before 9th January 2009). Interest calculations will be based on actual numberof days of each month/quarter/year.In order to accommodate the Debenture interest cycles in the Debt Trading System (DEX), the payment ofinterest should not include Debenture Holders holding Debentures in the DEX as at the last day of thepayment cycle, but one day prior to the payment date (entitlement date). If the entitlement date is aholiday, interest shall be calculated including the entitlement date.1.06 PAYMENT OF PRINCIPAL AND INTEREST1.06.1 Payment by ChequePayment of principal and interest will be made in Sri Lankan Rupees to the Debenture Holders registered asat the date of payment (in the case of Joint Debenture Holders to the one whose name stands first in theregister of Debenture Holders) to the address registered with the Bank and the Central Depository Systems(Private) Limited in respect of CDS Account Holders in respect of Debenture Holders who have depositedtheir Debentures in the CDS, through the post at the risk of the Debenture Holder, by crossed chequesmarked “Account Payee only”.1.06.2 Payment through Sri Lanka Interbank Payment System (SLIPS)SLIPS is an off-line fund transfer system used to carry out interbank payments. The Sri Lankan AutomatedClearing House (SLACH) now known as ‘Lanka Clear’ which comes under the purview of the Central Bank,routes transactions from the Originating Bank to the Receiving Bank, whereby credit can be given on agiven value date.Investors who wish payment of the principal (payment after five years) and interest, to be made usingSLIPS should disclose their bank account details in the Debenture Application Form. There are no bankcharges for using this facility.THE BANK ACCOUNT HOLDER’S NAME SHOULD BE IDENTICAL TO THE DEBENTURE HOLDER’S NAME (INTHE CASE OF JOINT DEBENTURE HOLDERS THE ONE WHOSE NAME STANDS FIRST IN THE REGISTER OFDEBENTURE HOLDERS) FOR SBK TO FORWARD PAYMENTS VIA SLIPSP R O S P E C T U S 2 0 0 8PAGE 3

BANK PLCIt is the responsibility of the Debenture Holder to inform the Registrars to the Issue of any changes inaccount details and address during the tenor of the instrument.1.06.3 Withholding TaxAs per current tax legislation in Sri Lanka, interest payments on Debentures is subject to a 10% withholdingtax deducted at source and is a final tax in the hands of individuals.In the case of corporates and other persons to whom such interest income constitute “business income”,a credit for the tax withheld would be available on furnishing of the withholding tax certificate.1.07 REDEMPTIONSBK shall redeem the Unsecured Subordinated Redeemable Debentures only on the expiry of its tenurefrom the date of allotment which date will be on or before 8th January 2014.These Debentures will not be redeemed by the Bank prior to maturity for any reason whatsoever except dueto unforeseen circumstances beyond the control of the Bank. Repayment before maturity of the principalsum on a Debenture or any part thereof in any circumstance shall be subject to the prior written approvalof the Director Bank Supervision of the Central Bank of Sri Lanka and the approval of 3/4ths of theDebenture Holders in nominal value of the Debentures outstanding when the principal sum is repaid beforematurity.1.08 TRUSTEES TO THE ISSUEDeutsche Bank AG has agreed in writing to act as the Trustee to the Debenture Holders and has issued aconsent letter to this effect. The Bank has entered into an agreement with the Trustee hereinafter calledthe ‘Trust Deed’. Debenture Holders in their application for subscription will be required irrevocably toauthorize the Trustee, subject to overriding clauses in the Trust Deed, to act as their agents in enteringinto such deeds, writings, instruments with the Bank and to act as agents and Trustees for the DebentureHolders.The rights and obligations of the Trustee are set out in the Trust Deed a copy of which is available forinspection as mentioned in Section 3.06 of this Prospectus. The Debentures shall be subject to the termsand conditions and confer such rights as are incorporated in the said Trust Deed set out in Annexure I.1.09 BENEFITS TO INVESTORS IN SUBSCRIBING FOR DEBENTURESThe benefits of investing in Debentures can be out lined as follows:◆◆◆◆Provide an opportunity to earn a regular cash flow of interest payments on monthly, quarterly orannual basis, up to five years at the discretion of the investor.Opportunity to realize capital gain according to interest rate fluctuations in the finance market.Opportunity to exit through the CSE thereby bringing liquidity to the investor.May be used as collateral against credit facilities from financial institutions other than SBK.1.10 RIGHTS OF DEBENTURE HOLDERSa) Debenture Holders are entitled to the following rights:◆ Receiving principal at maturity and interest at rates set out in Section 1.05 of this Prospectus.◆ Ranking above the ordinary voting and non-voting shareholders and preference shareholders inthe event of liquidation.◆ Receiving the Annual Report and interim financial statements in terms of Listing Rules of theColombo Stock Exchange and the Companies Act, as applicable.◆ Calling and attending meetings of Debenture Holders as set out in Annexure 1.P R O S P E C T U S 2 0 0 8PAGE 4

BANK PLCb) Debenture Holders are not entitled to the following rights:◆ Attending and voting at meetings of holders of Shares and other Debentures.◆ Sharing in the profits of the Company.◆ Participating in any surplus in the event of liquidation.1.11 RISKS TO INVESTORS IN SUBSCRIBING FOR DEBENTURESUnsecured subordinated redeemable debentures 2008/2013 do not carry a charge on a specific asset ofthe bank and redeemable at the expiry of a certain period. In this issue the redemption will be 5 yearsfrom the last date of allotment.Subscribers to the SBK debentures may be exposed to the following risks. However it must be noted thatthese risks are not inherent only to the SBK Debentures and are general risks associated with any similarunsecured subordinated securities.(i)Interest Rate RiskThe price of a typical debenture will change in the opposite direction to a change in the market interestrate (Ceteris Paribas- all other factors being equal). “Market Interest rate” means the interest rate expectedby the investor for a similar maturity and risk profile investment. As market interest rate rises the price ofthe debenture may fall; as market interest rates fall the price of debenture may rise. If an investor sells adebenture prior to maturity when the market interest rate is higher than the SBK Debenture interest rate,then the investor may incur a capital loss. Similarly if an investor sells a Debenture prior to maturity whenmarket interest rate is lower than the SBK Debenture interest rate then the investor may obtain a capitalgain. This uncertainty is known as interest rate risk.(ii)Re-investment RiskThe SBK Debenture will pay interest on a monthly, quarterly or annual basis at investors’ choice. Theinvestor may decide to re-invest these payments and earn interest on interest income. Depending onprevailing market interest rates the debenture holder may be able to re-invest the monthly, quarterly orannual interest at a higher or lower interest rate than what the SBK Debenture offers. This uncertainty isknown as re-investment risk.(iii) Call RiskGenerally Debenture issuers may have a call option on the Debenture giving them the right to replace theissued debenture with a lower interest bearing security. The uncertainty of the Debenture investor gettinghis money back early is known as Call Risk.SBK Debentures do not have this risk except in the circumstances stated below.These Debentures shall not be redeemed by the Bank prior to maturity for any reason whatsoever exceptdue to unforeseen circumstances beyond the control of the Bank. If redemption is to be done beforematurity, it will be done subject to the prior written approval from the Director- Bank Supervision of theCentral Bank of Sri Lanka.(iv)Default RiskDefault risk also referred to as credit risk, refers to the risk that the issuer of a debenture may default, i.e.the issuer will not be able to pay interest and principal payments on a timely basis. We advise prospectiveSBK debenture investors to take into account the Bank’s past earning performance, asset growth performanceand present financial strength as reflected in the balance sheet of the Bank and Bank’s highly experiencedand skilled Directorate and Senior Management when forming an option on default risk. The rights of theDebenture holders would be subordinated to the interest of other creditors.P R O S P E C T U S 2 0 0 8PAGE 5

BANK PLC(v)Liquidity RiskLiquidity Risk depends on the ease with which the debenture can be sold. Since the Debentures are listedon the CSE, investors will be able to sell the SBK Debentures through CSE at any given time in order toconvert them to liquidity and to exit from the investment.Therefore the SBK Debentures carry a low liquidity risk.(vi)Duration RiskDuration reckons how long, in years, it takes for the price of a Bond/Debenture to be repaid by its internalcash flows during the term of the instrument. Thus it measures the price sensitivity of a fixed-incomesecurity to a prevailing market interest rate change of 100 basis points. Calculation is based on theweighted average of the present values for all cash flows. The lower duration has lower risk, since in shortduration price volatility is lower than a higher duration, while a higher duration has a higher risk.The following table provides duration risk of the debenture issue.Tenor Coupon/Yield (%) Duration (Years)Floating FloatingQuarterly AnnuallyFloating - Floating - (1Y TB (1Y TBMonthly Annually Quarterly Annually Monthly Annually + 2.5%)* +2.5%)*5 years 20.50% 21.50% 17.20% 19.06% 2.67 2.95 2.82 3.001.12 FITCH RATINGFitch Ratings Lanka Ltd (FRLL) has assigned a BBB (lka) National rating to the Bank’s Unsecured SubordinatedRedeemable Debentures 2008/2013. The Rating report issued by FRLL is set out in Annexure III.1.13 TRANSFER OF DEBENTURESThe Debentures shall be transferable and transmittable in the manner set out in the conditions printedon the Debenture Certificate which are re-produced below:(1)(a) The Debenture Certificates are transferable free from any equities or set off between the Companyand the original or any intermediate holder. These Debentures shall be transferable and transmittablethrough the CDS as long as the Debentures are listed in the CSE, the Company may registerwithout assuming any liability any transfer of Debentures, which are in accordance with the rulesand regulations in force for the time being as laid down by CSE and the CDS.(b) These Debentures shall be freely transferable and registration of such transfer shall not be subjectto any restriction save and except to the extent required for compliance with statutory requirements.There are no statutory restrictions on the free transferability of Debentures so long as theDebentures are transferable by and between investors categorised under paragraph 1.17.1 of theProspectus.(c) In the case of the death of a Debenture Holder –(i)(ii)the survivor where the deceased was a joint holder; andthe executors or administrators of the deceased (or where the administration of the estate ofthe deceased is in Law not compulsory, the heirs of the deceased) where he was the sole oronly surviving holder shall be the only persons recognised by the Company as having anytitle to his Debentures.P R O S P E C T U S 2 0 0 8PAGE 6

BANK PLC(d) Any person becoming entitled to these Debentures in consequence of the bankruptcy or winding upof any Debenture Holder, upon producing proper evidence that he sustains the character in respectof which he proposes to act or his title as the Board of Directors of the Company thinks sufficientmay in the discretion of the Board be substituted and accordingly registered as a Debenture Holderin respect of such Debentures subject to the applicable laws and rules, regulation of the CDS, CSE,Company and SEC.(2) No change of ownership in contravention of these conditions will be recognised by the Company.1.14 REGISTRATIONA copy of the Prospectus has been delivered to the Registrar of Companies for registration in compliancewith the provisions of Section 40 of the Companies Act No.07 of 2007. The following are the documentsattached to the copy of the Prospectus delivered for registration:- The written consent of the Bankers to the issue.- The written consent of the Lawyers to the issue.- The written consent of the Reporting Accountants to the issue, Messrs KPMG Ford, Rhodes , Thornton& Co., Chartered Accountants- A declaration by each of the Directors of the Bank confirming that each of them have read theprovisions of the Companies Act relating to the issue of the Prospectus and that those provisionshave been complied with.In terms of Sections 39(1), 39(2), 39(3) of the Companies Act No.07 of 2007, the Bankers to the issue,the Lawyers to the issue, Auditors of the Bank and Reporting Accountants to the issue, respectively havegiven and have not before the delivery of a copy of the Prospectus for registration with the Registrar ofcompanies, withdrawn their written consent to the inclusion of their names in the Prospectus.This Prospectus has not been registered with any authority outside Sri Lanka.1.15 LISTINGAn application has been made to CSE for permission to deal in and obtain a quotation on the Main Boardfor these Unsecured Subordinated Redeemable 5 Year Debentures at a par value of Rs.100/- each, all ofwhich are offered to the public by way of this Debenture issue. Such permission will be granted when theDebentures have been admitted to the official list of the CSE. The CSE assumes no responsibility for thecorrectness of any of the statements made or opinions expressed or reports included in this Prospectus.Admission to the official list is not to be taken as an indication of the merits of the Company or of theDebentures issued.1.16 PROSPECTUS AND APPLICATION FORMSCopies of the Prospectus and Application forms may be obtained free of charge from the following:Head Office of the BankSeylan Bank PLCCeylinco-Seylan TowersNo.90, Galle Road, Colombo 3Tel: 2456789/4701000and all Seylan Bank Branches (as per list given in Annexure II)Managers, Registrars & Sponsors to the IssueSSP Corporate Services (Pvt) Ltd101, Inner Flower Road, Colombo 3Tel: 2573894 / 2576871 Fax: 2573609P R O S P E C T U S 2 0 0 8PAGE 7

BANK PLCMembers (equity and debt)Bartleet Mallory Stockbrokers (Pvt) LtdLevel “G”“Bartleet House”65, Braybrooke Place, Colombo 02Tel: 5220200Fax: 2434985Email: info@bartleetstock.comKandy Branch Tel: 081-5-622779081-5-622781Matara Branch Tel: 041-5-410005-6Kurunegala Branch Tel: 037-5-620009Negombo Branch Tel: 031-5310199-200031-2235872Asia Securities (Pvt) LtdLevel 21, West TowerWorld Trade Centre, Echelon SquareColombo 1Tel: 2423905, 5320000Fax: 2336018Email: enquiry@asiacapital.lkKandy Branch Tel: 081-4-474432Kurunegala Branch Tel: 037-4691845Matara Branch Tel: 041-5677525Negombo Branch Tel: 031-5315001DFCC Stock Brokers (Pvt) Ltd3 rd Floor73, W A D Ramanayake MawathaColombo 2Tel: 2446021-2, 2446031-4, Fax: 2437149Email: sales@dfccstockbrokers.comJohn Keells Stockbrokers (Pvt) Ltd130, Glennie Street,Colombo 2Tel: 2326003, 2338066-7, 2342066-7,2446694-5, 2439047-8, 4-710721-4Fax: 2342068, 2326863Email: jkstock@keells.comS C Securities (Pvt) Ltd2 nd Floor55, D R Wijewardena MawathaColombo 10.Tel: 4711000, Fax: 2394405Email: cscres@sltnet.lkMatara Branch Tel: 041-2220090041-5-419953Kandy Branch Tel: 081-4-474299CT Smith Stockbrokers (Pvt) Ltd4-14, Majestic City10, Station Road, Colombo 4Tel: 2552290-4Fax: 2552289Email: ctssales@sltnet.lkAsha Phillip Securities LtdLevel 4, “Millennium House”46/58,Nawam Mawatha, Colombo 2Tel: 2429100Fax: 2429199Email: apsl@ashaphillip.netMatara Branch Tel: 041-2220093041-5-419956Kandy Branch Tel: 081-4-474118081-4-471929Kurunegala Branch Tel: 037-4691844Negombo Branch Tel: 031-2227474Fax: 031-2227474HNB Stockbrokers (Pvt) LtdLevel 7, “HNB Towers”479, T B Jayah Mawatha, Colombo 10Tel: 2663663 (Hotline)Fax: 2663698, 2663699Email: hnb@hnbstock.comMatara Branch Tel: 041-2220092, 041-5-419955Kandy Branch Tel: 081-4-474443Kurunegala Branch Tel: 037-4691806P R O S P E C T U S 2 0 0 8PAGE 8

BANK PLCDP Global Securities (Pvt) Ltd3 rd Floor, Forbes & Walker Building46/38, Navam MawathaColombo 2Tel: 4700111, 2307366,Fax: 2307365, 4700112Email: dpgsl@sltnet.lkWebsite : www.dpgsonline.comMatara Branch Tel: 041-4390766-7041-2220091041-5-419954Kandy Branch Tel: 081-4481638-9081-4-474233Kurunegala Branch Tel: 037-4690384-5037-4691843Negombo Branch Tel: 031-4926009031-2227899NDB Stockbrokers (Pvt) Ltd5 th Floor, NDB Building40, Navam MawathaColombo 2Tel: 2314170-78, Fax: 2314180Email: mail@ndbs.lkSomerville Stockbrokers (Pvt) Ltd137, Vauxhall Street,Colombo 2Tel: 2329201-5, 2332827, 2338292-3Fax: 2338291Email: ssb@web-lk.comCeylinco Stock Brokers (Pvt) Ltd“Ceylinco House”, Level 969, Janadhipathi Mawatha, Colombo 1Tel: 4-714300, 4-714388-9, 0777-891871,0777-896064Fax: 2387228Email: info@ecsbl.comweb site: www.ecsbl.comKurunegala Branch Tel: 037-4691831Negombo Branch Tel: 031-2224026-7J B Securities (Pvt) Ltd150, St. Joseph Street,Colombo 14Tel: 2490900, 077-2490900, 077-2490901Fax: 2430070, 2446085, 2447875Email: jbs@jb.lkLanka Orix Securities (Pvt) Ltd42, Sir Mohamed Macan Marker MawathaColombo 3Tel: 5-335225Fax: 5-365725Email: register@lankaorixsecurities.comKandy Branch Tel: 081-5628072Fax: 081-5741741Kurunegala Branch Tel: 037-2229116Matara Branch Tel: 041-5670570Negombo Branch Tel: 031-5675291-4Fax: 031-2227894Lanka Securities (Pvt) Ltd5 th Floor86, Galle RoadColombo 03.Tel: 4706757 Fax: 4706767web site: www.lsl.lkEmail: lankasec@sltnet.lkKandy Branch Tel: 081-2273799Fax: 081-5625181Kurunegala Branch Tel: 037-4696322Fax: 037-5624216Negombo Branch Tel: 031-5670515031-5670420Fax: 031-5310683P R O S P E C T U S 2 0 0 8PAGE 9

BANK PLCTrading MembersCapital Alliance Securities (Pvt) LtdLevel 5, “Millennium House”46/58, Navam MawathaColombo 02.Tel: 2317777, Fax: 2317788Matara Branch Tel: 041-4390610Negombo Branch Tel: 031-2227843-4Kurunegala Branch Tel : 037-2222034-5Email : smbsecurities@gmail.comTaprobane Securities (Pvt) Ltd10, Gothami RoadColombo 08Tel: 5328100Fax: 5328109Email: anuradha@taprobane.lkdinal@taprobane.lkSMB Securities (Pvt) LtdLandmark Building385, Galle RoadColombo 03.Tel:5539593, Fax: 5510750First Guardian Equities (Pvt) Ltd32 nd Floor, East TowerWorld Trade CentreColombo 01Tel:5884400 Fax: 5884401Negombo Branch Tel: 031-5674561-2Fax: 031-5310684Email: info@firstguardianequities.comAmana Securities Limited532/4F, Srikotha LaneGalle RoadColombo 03.Tel: 2372561-4Fax: 2372565SKM Lanka Holdings (Pvt) Ltd377/3, Galle RoadColombo 03.Tel: 2372415-6Fax: 5371139Email: skmlankaholdings@gmail.comNegombo Branch Tel / Fax : 031-22283511.17 PROCEDURE FOR APPLICATION1.17.1 CATEGORIES OF APPLICANTSApplications are invited for the purchase of Unsecured Subordinated Redeemable Debentures 2008/2013from the following categories of applicants:(a)(b)(c)Citizens of Sri Lanka, resident in Sri Lanka.Corporate bodies and societies incorporated in Sri Lanka and authorized to invest in DebenturesApproved Provident Funds and contributory pension schemes registered/incorporated established inSri Lanka and authorized to invest in Debentures. In the case of approved provident funds andapproved contributory pension schemes the application should be in the name of the Trustee/Boardof Management in order to facilitate the opening of the CDS Accounts.Applications will NOT be accepted from individuals under the age of 18 years or in the names of soleproprietorships, partnerships, unincorporated trusts or non-corporate bodies.If the ownership of Debentures is desired in the name of one individual, full details should be given onlyunder the heading Principal applicant. In the case of joint applicants, the signatures and particulars inrespect of all applicants must be given under the relevant headings.1.17.2 HOW TO APPLYa) Applications should be made on the Application Forms, issued with the Prospectus. (Exact sizephotocopies of Application Forms too would be accepted). Care must be taken to follow the instructionsgiven with the Application Form.Applications that do not strictly conform to such instructions and the other conditionsP R O S P E C T U S 2 0 0 8PAGE 10

BANK PLCset out below or which are illegible may be rejected.b) Applications should be made for a minimum of one hundred (100) Debentures each(Rs.10,000/-) of any one type or all four types as mentioned above. Applications exceeding100 Debentures should be in multiples of 50 debentures (Rs.5,000/-). Applications for lessthan 100 Debentures will be rejected.c) Joint Applications may be made. However, an applicant of a joint application will not beeligible to send a separate application individually or jointly. Only one Application shouldbe made for the benefit of any person or corporate body. The interest cheques (if any) andredemption cheques will be drawn in favour of the first applicant as given in the ApplicationForm.d) In the case of Corporate Applicants, the Common Seal of the Company should be affixed andattested if required by the Articles of Association of such applicant.e) Individuals should use their National Identity Card (NIC) Number in the Debenture ApplicationForm and Passport number (PP) is accepted only when the NIC Number is not available. Suchapplicants must lodge their securities directly with the Central Depository Systems (Private)Limited (CDS). Similarly, corporate entities should state the Company Registration Numberin the Application Form. The CDS number will be accepted only if such entities are lodgingtheir securities directly with the CDS. Corporate Applicants should affix the Common Seal ofthe Company and attest if required by the Articles of Association.f) In the case of applications made under Powers of Attorney (POA) the original POA togetherwith a photocopy of the same or a copy of the said POA, certified by a Notary Public shouldbe lodged with the Registrars to the Issue along with the Application Form.g) Applicants who wish to apply through their Margin Trading Account should submit theapplication in the name of the “Margin Provider/Applicant’s Name” signed by the marginprovider. If the applicant wants the debentures uploaded to the CDS Margin Trading Account,the relevant CDS Account Number relating to the Margin Trading Account should be indicatedin the space provided in the Application Form. A copy of the Margin Trading Agreementmust be submitted along with the application.If the applicant wishes to lodge the Debentures allotted directly to his/her CDS Account, he/sheshould state his/her CDS Account Number in the space provided in the Application Form. In sucha situation the Debentures allotted to him/her will be directly deposited in his/her CDS Accountand SBK will not issue a Debenture Certificate.Corporate bodies/entities making use of the direct lodgment facility should state their CDS AccountNumber in the Application Form.1.17.3 APPLICATION BY DEBENTURES HOLDERS OF SBK DEBENTURES – 2003/2008Holders of Unsecured Subordinated Redeemable 5 year Debentures issued in 2003 by the Bank(hereinafter referred to as SBK Debentures 2003/2008) may subscribe for the new debentures onoffer as detailed in this Prospectus.Application can be made for the new Issue with the redemption monies payable to them onredemption of the SBK Debentures 2003/2008 which are due for redemption on 21 st December2008.P R O S P E C T U S 2 0 0 8PAGE 11

BANK PLCDebenture holders who wish to subscribe for Debentures of the new Issue with their redemptionmonies are required to complete the section relevant to them in the special Application Form; signthe authorization therein and follow the instructions given in paragraph 1.17.5 of the Prospectuswith regard to the mode of payment for Debentures. In the case of joint holders, both Debentureholders should sign the authorization.IMPORTANT:Individuals should use their National Identity Card (NIC) Number in the Debenture ApplicationForm, and the Passport Number is accepted only when the NIC number is not available, providedthat such applicants lodge their securities directly with the Central Depository Systems (Pvt) Ltd(CDS).Corporate Entities should state the Company Registration Number in the Application Form. CDSAccount Number can be indicated provided that such applicants lodge their securities directly withthe Central Depository Systems (Pvt) Ltd (CDS).1.17.4 Mode of PaymentPayment in full for the total value of Debentures applied for should be made separately in respectof each application either by cheque or bank draft drawn upon any commercial bank operating inSri Lanka and made payable to the “SEYLAN BANK DEBENTURE ISSUE ACCOUNT 2008/2013” crossed“ACCOUNT PAYEE ONLY” and must be honoured on the first presentation. (Cheques drawn uponoutstation branches of commercial banks operating in Sri Lanka may take longer to be realized.Therefore we advise investors to make their payments through bank drafts drawn upon any CommercialBank in the Colombo Metropolitan area)CASH WILL NOT BE ACCEPTED. Applicants who wish to pay in cash can obtain a Bank Draft orManagers’ Cheque for this Debenture Issue from any branch of the Bank listed in Annexure II.Payments in any other form other than as mentioned above will not be accepted.Cheques in respect of applications for Debentures will be banked on a daily basis commencingfrom the issue opening date until the date of closure of the issue. Applicants will receive interestcalculated at one percentage point above the one year weighted average treasury bill yield of theimmediately preceding week on payments received from the date of realization of the cheque uptothe date of allotment.The Application Form properly filled in accordance with the instructions thereof should togetherwith the remittance for the full amount payable on Application, be enclosed in an envelopemarked on the top left hand corner in capital letters “SEYLAN DEBENTURE ISSUE 2008/2013” anddispatched by post to the Managers/Registrars to the issue or any member firm or trading memberof the CSE (Please see paragraph 1.16 of this prospectus) OR delivered by hand to the followingaddress:Head OfficeSeylan Bank PLCCeylinco Seylan Towers90, Galle Road, Colombo 3or to any Seylan Bank branches ( list of Seylan Bank branches are given in Annexure II ).Persons who are not certain of the method of remittance should consult the Bankers, Sponsors orManagers/Registrars to the Issue.All applications should reach the office of the Managers/Registrars to the issue at least by 4.30p.m. on the date of closure of the Issue. Applications received by post upto 4.30 p.m. on the daysucceeding the closure of the Issue will also be accepted. However in the event of over subscription,applications received by post on the day following the closure of the Issue will be rejected eventhough they carry a postmark dated prior to the closing date.P R O S P E C T U S 2 0 0 8PAGE 12

BANK PLCApplications delivered by hand after the issue is closed will be rejected.1.17.5 Payment Utilizing Redemption Monies of SBK Debentures 2003/2008Debenture holders of Unsecured Subordinated Redeemable Debentures issued by SBK in 2003(hereinafter referred to as “SBK Debentures 2003/2008”) may purchase Debentures that are subjectto this issue with the redemption monies due to them on the 21 st December 2008. Such applicantsmust complete the section relevant to them in the special application form and sign the authorisationtherein, authorizing SBK to deduct from the redemption monies which were due to them on the21 st of December 2008, the principal sum of the Debentures allotted to them subsequent to theirapplication to this issue. Debenture holders of SBK Debentures 2003/2008 can subscribe for thoseDebentures (2008/2013) with a principal sum greater than OR lesser than principal sum originallyinvested in SBK Debentures 2003/2008. In the event that the sum being invested in this Issue isgreater than the original investment in 2003, payment for the balance sum should be remittedwith the application form through Cheque or Bank Draft. In the event the sum being invested islesser than the original investment in 2003, the balance sum invested will be redeemed and paidto the 2003/2008 investor eiher by cheque or SLIPS (as applicable). Applicants who wish topurchase Debentures with redemption monies due to them must complete and return thisapplication form by the 18 th December 2008 to:-The Company SecretarySeylan Bank PLC90, Galle RoadColombo 3 (Tel: 2456380 / 2456396 / 2456397)Applications received after such date should be accompanied by FULL payment by way of chequeor bank draft for the amount subscribed.1.18 ALLOTMENT OF DEBENTURESThe basis of allotment will be decided by the Board of Directors of the Company before the expiry of sevenmarket days from the closure of the Issue in the event of an over subscription. The Bank will not bemaking any preferential allotments other than as specified in the following paragraph:Holders of Unsecured Subordinated Redeemable 5 year Debentures issued in 2003 by the Bank(hereinafter referred to as SBK Debentures 2003/2008) who subscribe for the new debentures onoffer utilizing their redemption monies of SBK debentures 2003/2008 will be allotted debentureson a preferential basis, SUBJECT to satisfying conditions stipulated in paragraph 1.17.5 of thisProspectus.The Directors of SBK reserve the right to refuse any application or to accept any application in part only,without assigning any reason therefor.Cheques received by post with applications upto the date succeeding the closure of the issue will bebanked. However, in the event there is an oversubscription of the issue, cheques received by post after thedate on which the issue is oversubscribed shall be returned.Cheques received with the applications on the day the issue is fully subscribed and/or the day the issue isclosed shall also be banked and upon realization the applicants may be allotted with Debentures in thesame manner along with the applicants whose applications were received prior to such date. However, ifcheques are not realized within three market days of the Closure of the Issue, such applications maybe rejected in order to facilitate the completion of the allotment within seven (07) market days ofthe closure of the Issue.ImportantCheques not realized on first presentation will be rejected.P R O S P E C T U S 2 0 0 8PAGE 13

BANK PLC1.19 SUCCESSFUL APPLICANTSAll successful applications, in respect of which allotments have been made, will receive interest as mentionedin paragraph 1.05 of this prospectus.Investors who wish payment of the interest, to be made using SLIPS should disclose their bank accountdetails in the Debenture Application Form. There are no bank charges for using this facility.However, interest payments for the first broken period and second broken period as set out in paragraph1.05 of the Prospectus will be made only by crossed cheques marked “Account payee only”.1.20 UNSUCCESSFUL APPLICANTSSBK shall refund payment due on applications fully or partly unallotted within twelve (12) market daysexcluding the date of closure of the Issue. Applications shall be entitled to one percentage point abovethe one year weighted average Treasury bill yield of the immediately preceding week on any refunds notmade within this period.1.21 ACCEPTANCE, DEBENTURE CERTIFICATES AND REFUNDSAll refunds will be made by crossed cheques and sent by normal post at the risk of the applicant.Refunds on fully or partly unallotted Debentures would be made within twelve (12) market daysexcluding the date of closure of the Issue. Applicants shall be entitled to receive interest as specifiedin paragraph 1.20 on any refunds not made within the specified period.Debenture Certificates will be sent by registered post before the expiry of twenty five (25) market daysfrom the date of closure of the Issue /subscription list.1.22 DIRECT LODGEMENT WITH THE CENTRAL DEPOSITORY SYSTEMS (PRIVATE) LIMITEDIf you want to be certain of trading the Debentures on the day trading commences, it is suggested thatyou use the direct lodgment facility available with the Central Depository Systems (Private) Limited(CDS). SBK shall credit the investor’s CDS Account with the securities allotted within a period of twenty(20) market days from the date of closure of the issue.In terms of the listing rules upon completion of crediting of the Debentures in to the CDS Accounts, theCompany will send a written confirmation to the applicants within two (02) market days of crediting theCDS Accounts.Once the Debentures are allotted the same cannot be transferred until the commencement of trading.The trading/listing debentures will be within three (03) market days after submitting the declaration toCSE.1.23 REJECTION OF APPLICATIONSApplication Forms, which are incomplete in any way and/or not in accordance with the terms and conditionsspecified in paragraph 1.17 of this Prospectus, may be rejected.P R O S P E C T U S 2 0 0 8PAGE 14

BANK PLCChapter IIPROFILE OF THE BANK2.01 INCORPORATIONSeylan Bank PLC is a Public Limited Liability Company, which was incorporated in Colombo on 28 th August1987 as “Seylan Trust Bank Limited” under the Companies Act No. 17 of 1982 and subsequently on 6thJuly 1990 changed its name to “Seylan Bank Limited”. The Bank obtained its certificate to commencebusiness, on 29 th September 1987. It is a licensed commercial bank under the Banking Act No.30 of 1988.The Bank re-registered under the Companies Act No.7 of 2007 as Seylan Bank PLC on 30 th May 2007.2.02 CORPORATE PHILOSOPHY* VisionTo be the most caring and trusted bank* MissionTo be the best Bank in customer service2.03 HISTORYSeylan Bank was incorporated in 1987 as a Public Limited Liability company. Its mission was to build astrong bank with equally strong subsidiaries serving the needs of all its customers within and outside SriLanka.In 1989 the Bank took over the Matara branch of Indian Overseas Bank and in 1991, at the request of theCentral Bank of Sri Lanka, Seylan Bank took over the management of the two local branches of the Britishbased Bank of Credit and Commerce International (BCCI), which went into liquidation.Seylan Bank established its first subsidiary, Seylan Merchant Bank, in 1992. A second subsidiary, CeylincoSeylan Developments Limited, was also established in 1992, primarily for the purpose of constructing theBank’s head office building, Ceylinco Seylan Towers. The Bank’s newest subsidiary, Seylan Bank AssetManagement Limited was incorporated in 1999 in response to the Central Bank requirement that primarydealers in Government securities be maintained as separate corporate entities.Seylan has seen a rapid revolution in its reach and visibility across the country . It has extended its footprints with the strategic location of 117 ATMs that provide any time banking and the presence of 92branches and 22 extension offices throughout Sri Lanka.The Bank also introduced mobile banking as a strategy to reach out to remote villages in order topropagate the savings habit among the masses.Having a dynamic and innovative marketing and sales division, the Bank increased its reach with palmtop banking making products available at the customers’ door step.All branches are online and networked realtime on a multifaceted electronic delivery platform that facilitatesdirect delivery of products and also offers banking services 24 hours a day 365 days a year at theMilllenium Branch.Additionally, through the SWIFT network, the Bank enhances its international product and service portfolio.It thereby reaches out to the large numbers of expatriates working in the Middle East. It has an alliancewith the Saudi American Bank via Speedcash, a money transfer scheme between Saudi Arabia and SriLanka and it also manages the Asia Express Exchange in Oman.Ceylinco Fast Cash, the International money transfer scheme, launched in UAE and with its servicesavailable in Singapore, Kuwait, Oman, Lebanon, United Kingdom, Australia, Jordan, Italy, Bangladesh,P R O S P E C T U S 2 0 0 8PAGE 15

BANK PLCPhilipines, Maldives, Qatar, Israel, Nepal and Malaysia. This service will enable the Sri Lankan diaspora toremit home their monthly savings through a home – spun instant electronic transfer. The Bank is also theprincipal agent and settlement bank.Enhancement of skillsThe Bank has clearly identified and instilled a learning and growth culture, again with the motive ofvalue addition to its staff and customers, thereby creating shareholder wealth. Intensive Service Excellenceprograms are held for frontline staff aimed at instilling a sense of collective ownership of the Bank’svision and to stay ahead of competition in customer relationship and service. The staff promotions andstaff transfer policies were realigned with the Bank’s overall objective to compete better.E-learning is being introduced to the staff which enables more people to access training modules andworkshops utilizing less time in a more productive manner and giving the Seylan team a knowledgeableworkforce in the long run.Market CompetitivenessThe Bank follows a strategy of branding its products targeted at carefully segmented markets. Classicexample of this is the recently launched product for females “Seylan Rajina”.These brands come under the umbrella branding of Seylan Bank. The products are carefully nurtured andaggressively promoted strategically by a team of Brand Managers.The Bank strives to stay ahead of the competition in general and moves ahead with certain products inparticular, depending on its corporate needs from time to time and takes great pride in being marketdriven. It has oriented itself to changing market conditions swiftly and fearlessly.Seylan Bank recently launched the Ceylinco Seylan Gold Heart Investment account .In today’s financial arena, one can make a wise investment in this precious metal. It can be convenientlyheld without the need for safekeeping and insurance as it is accounted for in grams in the Gold Account.Seylan Bank would quote buying and selling price based on international market prices ; as such one maysell back in full or part to the bank. In the event the need arises, withdraw physical gold from theaccount. One may do so without a hassle for a small fee.Deposit products such as Millennium 30, Seylan Tikiri, Merit Rewards, Seylan Thilina Sayura, SeylanHarasara, 2 in 1, 5 Star, Seylan Ihalin Ihalata, Seylan Grameen Iturum Dinum, and Seylan Krushi Ithurumare products which were readily accepted by the market and are reaching the desired levels of growth andprofitability.The market risk is well managed with adequate business research and development at every stage oflaunching of new products and services and also periodic and regular reviews of results of productperformance.The Bank also introduced mobile banking as a strategy to reach out to remote villages in order topropagate the savings habit among the masses.Information TechnologySeylan Bank utilizes Information Technology to gain a competitive edge and do things differently tobetter serve the customer. The basic strategy is to offer convenience to customers by providing ‘anytime,anywhere, anyway banking’.Our IT department has been in the forefront of pioneering innovations including SMS banking and SMSalerts to Sri Lanka.P R O S P E C T U S 2 0 0 8PAGE 16

BANK PLCSeylan Bank introduced electronic banking with the installation of its first ATM in the year 1994. Thereare 117 Seylan ATMs installed island wide.Seylan Bank’s electronic banking facilities offer convenience to the customer, taking banking beyond thebank’s premises. Customers will be able to interact with the bank even from the convenience of theirhomes.The Bank has successfully implemented the Internet Banking Package to serve both individual and corporatecustomers thereby bringing about convenience to customers on the fast track.Seylan Palm Top BankingA definite revolution infusing the banking and IT disciplines, Seylan Bank launched Palm Top Banking forthe first time in Sri Lanka with a significant partnership initiated with NCS Singapore. This is conductedthrough our specialized Business Development Officers, and the concept extends our ‘anytime anywhere’banking concept that much further by taking the bank literally to the door step of the customers.WebsiteSeylan Bank provides its customers the ability to buy and sell gold / paper gold online.This facility, which provides a separate website with real-time information on the buying / selling pricesof gold enables the customers to access real-time information regarding this precious metal which overthe centuries, has developed as a safe investment in storing of value.Instructions to the bank may be given from a remote location regarding the buying and selling transactions.Seylan Bank is the only bank providing account holders with this facility.Seylan Bank’s corporate website has now been upgraded to international standards with real-timeinformation. It is easy to access and user friendly. It also provides relevant hot links for ease of usage.The Bank boasts of the only trilingual website among commercial banks.Visa CardsThe Seylan VISA Debit Card is a VISA accredited card, linked to Current, Savings, NRFC and RFC accounts.The Bank has issued nearly 700,000 VISA debit cards and over 130,000 VISA credit cards and is a leadingVisa card issuer in Sri Lanka.This card is internationally accepted at over 24 Million Merchants and at over 01 million Visa ATMsworldwide. It has been marketed very successfully along with the expansion of the Seylan ATM Networkand many other added facilities.The introduction of the Seylan VISA Traveller’s card enable the travellers to carry a card instead oftravellers cheques or foreign currency. This card is accepted at over 12 million merchants and at over 01Million VISA ATMs worldwide. ATM withdrawals or balance inquiries at ATMs could be done free of charge.The Seylan Visa Prepaid Rupee Card is a unique card that could be obtained without having to maintainan account with the Bank.AchievementsHaving differentiated itself within the industry, Seylan’s products and operational excellence have notgone unnoticed. The Bank has been placed on THE LMD 50 Leaderboard for several consecutive yearssince 1994. It was also selected among the Top 20 quoted companies in Sri Lanka with the highest brandequity and brand power in the year 2005. Seylan’s growth has been derived from a laser-like focus, awillingness to do things differently and by adding value.P R O S P E C T U S 2 0 0 8PAGE 17

BANK PLCOne of Seylan’s firsts, the unique ‘Govisarupatha’ credit card for farmers became the first internationalaward to be won by Seylan in 2001 at the Asian Banking Awards followed by the Runner Up Award at theAsian Forum on Corporate Social Responsibility under the Poverty Alleviation category at the First AnnualAsian CSR Awards in 2003. The award recognized comprehensive micro-finance for micro sectorempowerment. Seylan bagged another international accolade in 2004, when the Treasury Division wonthe Runner Up award in the Operational Efficiency Programme category at the Asian Banking Awards. Itwas also the first treasury division among banks in the country to receive ISO 9001:2000 quality certificationwhich was accorded by Det Norske Veritas (DNV) BV Netherlands. Another first among its peers was theISO 9001-2000 certification for the Human Resources Division of the bank accorded by SGS (SocieteGenerale Surveillance).Seylan’s success essentially lies in its strong brand presence that epitomizes the ideals and values thatdenote the Seylan brand. The SLIM Brand Excellence Awards are recognized as the most important eventfor brand custodians in measuring marketing effectiveness and allied results. Seylan’s flagship children’sbrand, Tikiri won the gold award for the Service Brand of the Year in 2003, while the country’s first andmost unique banking rewards programme, Merit Rewards was recognized as the Best New Entrant in thesame year. The popular product also won Silver award for the “Service Brand of the year 2004”.Seylan Bank won the “ Best Branch Automation and networking project” Award 2007 at the Asian Bankers’Summit 2008 held recently in Hanoi, Vietnam for its pioneering Palm Top Banking project .Degree of dependence of key customers and suppliersSBK adheres to prudential requirements as set out by Central Bank by virtue of which exposure to any onegroup of companies, any one Company and any individual borrower is regularly monitored. As such theBank is not overly dependent on any one customer, any one sector for income at any given time. The Bankis also not significantly dependent on any one supplier for its requirements.2.04 FUTURE PLANSThe bank would expand its housing loan portfolio, in order to have a nation of home owners.Using cutting-edge technology the bank would continuously endeavour to exploit the opportunities in e-commerce in order to provide convenience and enable its customers to transact business from anygeographic location.E-CASHFor those customers who possess any type of telephone, access to their bank accounts and payments forgoods and services can now be made through any type of telecommunication device, withdraw or depositcash, transfer money or settle electricity, water, phone bills and make payments for goods and services.Risks attached to future plansSeylan Bank has taken adequate steps to ensure timely observations of market conditions frequently forthe purpose of enhancing its profitability and controlling the risk in an appropriate manner.The Asset and Liability Committee (ALCO ) meets once a month to monitor control and set guidelines inmanaging market risk while the Treasury Committee meets daily to analyze market conditions and makedecisions to maximize profitability over market risk.2.05 BUSINESS TRENDS & SENSITIVITIESa) Known trends, demands, commitments, events or uncertainties that would have a material impact onthe entity’s profits, cash flow and financial position:P R O S P E C T U S 2 0 0 8PAGE 18

BANK PLC1. Amidst the Global Financial crisis, Sri Lanka is not far from spill over effects. However, in the lastfew decades, the Sri Lankan economy has shown resilience to many challenges successfully.Though it is a difficult period, it hoped that Sri Lanka will do well as she has done in the previousoccasions.2. Reduction of Statutory Reserve Ratio is a positive move from Central Bank as it helps the liquidityposition in the market.3. Measures that are expected to be taken by provisioning of Fiscal Management (Responsibility) Actand some of the Central Bank’s regulatory compliances are aimed towards improving financialsystem soundness and economic management of the banking sector thus improving the assetsquality and the long term profitability of the Bank.4. Continuation of inflationary pressure, rising trend in Central Bank’s policy rates together withwidening fiscal deficit due to prevailing economic and political situation in the island resulting inheavy market borrowing by the government would contribute to the increase of market interestrates affecting profitability of the banking sector in general.5. Internal growth in overall banking sector has been stagnated due to increased taxation ofapproximately 50% on banking institutions eroding their profitability.b) Capital CommitmentsMaterial commitments for capital expenditure, the general purpose of such commitments and theanticipated source of funds to finance such capital expenditure.Capital commitments as at 30 th September 2008 amount to Rs.393.48 Mn. The purpose of suchcommitments are as follows:Rs. MnApproved& contractedRs. MnApproved& not contractedIT expenditure for improvementsupgrading & development 165.40 220.87Replacement of office machines,equipment furniture and fittings 7.21 -172.61 220.87Funding for such capital expenditure would be mainly from the profit generated from past and currentoperations.c) Unusual or infrequent events or transactions or any significant economic changes thatwould have a material impact on the entity’s profits, cash flow and financial position.1. Changes in statutory requirements such as changes to Statutory Reserve Ratios, LiquidityRequirements by the Central Bank of Sri Lanka.2. Changes in term structure of interest rates.3. Unanticipated fluctuation of exchange rates and international trade could have a negative impacton the performance of the banking sector in the future.4. Political instability and escalation of violence in north east will be a major threat to the economyleading to a reduction in influx of Foreign Direct Investments and tourism. Resultant impact oncapital flow and augmented fiscal deficit will have negative consequences on interest rates,credit growth and debt servicing capacity of the borrowers.P R O S P E C T U S 2 0 0 8PAGE 19

BANK PLC2.06 STATED CAPITALThe Stated Capital of the Bank as at 30 th September 2008 is Rs.2,542,420,000/- comprising of 43,560,000Ordinary Voting Shares, 123,560,000 Ordinary Non-voting Shares and 3,390,100 Non-redeemable, Noncumulative,Non-convertible and Non-voting Preference Shares and share premium of Rs.837,319,324/-.There were no convertible debt securities issued as at 30 th September 2008.2.07 PARTICULARS OF DEBT AND LOAN CAPITAL(a) Loan capital outstanding as at 30 th September 2008(Rs.’000)Preference shares 33,901Debentures Issued 5,499,350DebenturesYear of Issue Redemption Private / Public AMOUNT (Rs 000’s)PeriodIssue2003 2003-2008 Public Issue 1,500,0002004 2004-2009 Private Issue 457,1002005 2005-2010 Private Issue 699,0002006 2006-2011 Public Issue 1,257,3152006 2006-2011 Private Issue 162,2502007 2007-2012 Public Issue - I 749,4002007 2007-2012 Public Issue - II 559,2852007 2007-2012 Private Issue 100,0002008 2008-2013 Private Issue 15,000Total as at 30/09/2008 5,499,350(b) Borrowings made by SBK as at 30 th September 2008(Rs.’000)Borrowings under Repo’s 5,033,453Refinance Borrowings 1,418,644Call Money Borrowings 5,274,400Other Borrowings 1,122,275(c) Leases outstanding as at 30 th September 2008(Rs.’000)Total Leases outstanding (5,640,411)(d) Contingent liabilities as at 30 th September 2008(Rs.’000)Guarantees 8,164,793Acceptances 3,690,026Net forward exchange in contracts 21,341Documentary Credit 3,049,74314,925,903P R O S P E C T U S 2 0 0 8PAGE 20

BANK PLC(e)Statement of Mortgages and charges on assetsThe Bank has not pledged any of its assets to secure the liabilities as at 30 th September2008.(f)Debt Equity RatiosDebt equity ratios for the last 3 financial years are as follows:YearDebt/Equity Ratio2005 - 0.862006 - 0.762007 - 0.79As at 30 th September 2008 - 0.742.08 DIVIDENDS DECLARED AND PAID DURING THE 9 MONTHS PERIOD ENDED 30TH SEPTEMBER 2008Dividends decalred 30/09/2008 (Rs. 000’s) 30/09/2007(Rs. 000’s)Ordinary Dividends 250,680 251,367Preference Dividends 5,221 3,865Total 255,901 255,232Dividends paid 30/09/2008 (Rs. 000’s) 30/09/2007(Rs. 000’s)Ordinary Dividends 249,034 250,000Preference Dividends 5,167 3,849Total 254,201 253,8492.09 BRANDS & SERVICE PRODUCTS OF SEYLAN BANK & SUBSIDIARIESSBK is the owner/has applied for the ownership of the following brands and trade names:◆ TIKIRI Children’s Savings Accounts/Seylan Tikiri.◆ Piyasa◆ Merit Rewards◆ Seylan Harasara◆ Seylan Shakthi◆ Seylan Smart Lease◆ Seylan Cool Cash◆ Seylan e-banking◆ Esey Buy◆ Esey purse◆ Seylinc◆ Millennium 30◆ Seylan PAL◆ Travellers’ Card◆ Seylan Rajina◆ Seylan 2 in 1◆ Seylan 5 Star Fixed Deposit◆ Seylan Palm Top Banking◆ Seylan Grameen Ithurum Dinum◆ Seylan Krushi Ithurum◆ Seylan PoornaP R O S P E C T U S 2 0 0 8PAGE 21

BANK PLC◆◆◆◆Seylan Hada MeduraSeylan Ihalin IhalataSeylan Gold HeartSeylan eCashOther Service products/services offered by Seylan Bank◆◆◆◆◆◆◆◆◆◆◆FD with WingsFD with PowerSeylan Ithrum AsiriyaPiyasa Housing LoanPiyasa Velenda Nivasa LoanPiyasa Suwa Nivasa LoanPiyasa Siri Nivasa LoanSeylan SMS BankingSeylan GovisaviyaSeylan NRFC (Thilina Sayura)Seylan PawningSeylan Merchant Bank is the owner/has applied for the ownership of the following brands and trade names:◆ Top 1000◆ Quick Lease◆ Quick Cash◆ Magema Thena◆ Susahana◆ Cash on Land◆ e-SMB2.10 EMPLOYEESThe staff strength of the Bank as at 31 st October 2008 is 3,984. The majority employees of the Bank aremembers of the Seylan Bank Employees Union. The Bank has not entered into any significant agreementswith the said Union.The staff cadre of the subsidiaries viz, Seylan Merchant Bank Ltd, Ceylinco Seylan Developments Ltd andSeylan Bank Asset Management Ltd are 35, 53 and 12 respectively.2.11 LAND & PREMISES OF THE BANKDetails of land and premises of Seylan Bank PLC (including all purchases and disposals of properties duringthe past 2 years) are given in Annexure III. The Directors have no direct or indirect interest in theacquisition or disposal of any properties listed in Annexure III during the two years preceding the publicationof this Prospectus or any related transactions other than those disclosed in Note 42 of the AuditedAccounts for 2007 which are reproduced in this Prospectus.2.12 BOARD OF DIRECTORSDESHAMANYA DR LALITH KOTELAWALAA.M.Ex.A.(Lond), F.B.I.M.,M.I.C.M. (Lond & Sri Lanka), FIMgt (UK),HFIB (Sri Lanka), FABE(UK), PhD(Sri J)., CCMI (UK)Founder Chairman / Managing DirectorChairman/Managing Director since the inception of the Bank in 1987.Chairman of over 250 companiesunder Ceylinco Consolidated with many market leaders, over 30,000 employees, over 450 branches and 15branch offices around the world. Established Ceylinco Sarana Fund 25 years ago for the upliftment of theP R O S P E C T U S 2 0 0 8PAGE 22

BANK PLCunder privileged people in the country. Introduced and set up the Grameen Banking concept (banking tothe poor) which has over 90,000 customers with a commendable recovery rate. Was appointed the Chairmanof the Economic Development Commission of the NorthWestern and Central Regions during 2003/2004.Wasawarded the AcNielsen Peoples Award for “Peoples SocialWorker” of the years 2006, 2007 and 2008. He isalso the Honorary Consul General for Singapore in Sri Lanka.LADY DR SICILLE P C KOTELAWALAChairpersonAppointed to the Board on 8th August 1996 and was designated as its Joint Deputy Chairperson on 1stApril 2004. She was appointed Chairperson of the Bank on 1st February 2008. She is the Deputy Chairpersonof The Finance Company (TFC), Ceylinco Limited (Ceylinco House),Ceylinco Universal Group and the CeylincoHotels Group, and is also closely associated with the Jewellery and Diamond entities of the CeylincoGroup.She is the Honorary Consul General for the Republic of Cyprus in Sri Lanka, Counsellor for InternationalTrade for the Kingdom of Belgium. She is the Representative of Asia Society NY in Sri Lanka and a Memberof its International Council. In May 2005 she received the award “The Leading Women Entrepreneurs ofthe World 2005” awarded by the Star Group - USA and held in Vancouver, Canada. She was also knightedwith the ‘Order of the Crown of the Kingdom of Belgium’ by His Majesty King Albert II King of the Belgiansin November 2006. She was inducted in November 2006 to the Women’s Leadership Board of the HarvardUniversity, John F Kennedy School of Government in Boston, USA. In November ’07, she was honouredwith a Doctorate for her Business Entrepreneurship with Corporate Social Responsibility by the OpenInternational University for Complementary Medicines at its 45th World Medical Congress held in SriLanka. She received this honour from the First Lady of Sri Lanka, Madam Shiranthi Rajapakse.A M PASQUALB.Sc. (Busi.Admin.), USADirector/General Manager/Chief Executive OfficerJoined Seylan Bank PLC in January 2003 as the Additional General Manager, was appointed GeneralManager / Chief Executive on 1 st January 2004 and as Director on 12 th January 2004. Counts over 26 yearsexperience in Banking. Commenced his Banking career with Hongkong & Shanghai Banking Corporation inJune 1980 and has wide experience and exposure in Corporate Banking, Trade Finance and Treasury.He is an elected member of the Governing Board of the Institute of Bankers of Sri Lanka and Board ofTrustees of National Agri Business Council.S K M PERERADirector – Information TechnologyAppointed as a Director of Seylan Bank with effect from 28 th April 1997 and is in charge of InformationTechnology of the Bank. Also the Deputy Chairman/Chief Executive of the Golden Key Group of CeylincoConsolidated and Director - Information Technology of The Finance Co. Ltd and serves on the Board of anumber of other companies under Ceylinco Consolidated. Chairman of Barter Card Lanka Limited.K A S JAYATISSABSc (Mgt) Sp.Hons, FCA, ACIS, FSCMA, Dip.in.Acct., CIPA, DIP CII, MCMI,Finance DirectorA Chartered Accountant and Chartered Secretary who holds a BSc Management Special Honours Degreefrom the University of Sri Jayawardenapura. His association with the Ceylinco Consolidated dates back to1990 with his appointment to the Internal Audit Department of The Finance Company PLC. He wasappointed as a Director of Seylan Bank on 14 th December 2004 and as the Finance Director with effectfrom 09 th October 2008, the foremost being the Deputy Chairmanship in Ceylinco Education and FinancialP R O S P E C T U S 2 0 0 8PAGE 23

BANK PLCServices Group where over 15 productive companies prosper successfully. These companies engage inTaxation, Financial Consultancy, Secretarial, Human Resources, Education, Information Technology,Publishing, Teacher Training, Professional Education, Takaful Insurance and Fund Management. With hisvast familiarity in tax advisory services and sound financial management that he initially gained in hismany years experience at the Auditor General’s Department.While his talented concern dispenses distinction to Ceylinco Upadhidari Viyaparika Shakthi and CeylincoThakshana Nipunatha Shakthi which are innovative projects come under his direct and strict supervision.In recognition of invaluable services to the accounting profession in Sri Lanka, he has been appointed tothe Council of the Institute of Chartered Accountants of Sri Lanka by the Minister of Trade, MarketingDevelopment Co-operative and Consumer Affairs.P T SIRISENABCom (Hons), M.A. (Econ.)Director - ComplianceAppointed as a Director of Seylan Bank on 28th March 2005. Acts as the Chairman of Integrated RiskManagement Committee of the Bank. Has extensive experience in financial markets and banking supervisionand regulation. Has held several senior positions including the post of Director, Bank Supervision andDirector, Financial Markets during his employment at the Central Bank of Sri Lanka. Played an active rolein the financial sector reform program undertaken during the previous decade. Based on his experience,the Asian Development Bank provided him with the opportunity of working for the Maldives MonetaryAuthority as an advisor on upgrading of banking supervision capabilities in Maldives. Also serves as aFinancial Consultant to the Ceylinco Group. Presently heads the Audit Committee of the Bank.J G S DE SILVADirector – International & Development BankingAppointed as a Director of Seylan Bank on 11 th May 2007. Mr De Silva joined Seylan Bank on 1 st March1989 and has held the position of Branch Manager, Area Manager, Senior Manager – Corporate Banking. Hehas also headed the Credit Control, Legal & Recoveries Divisions of the Bank as Chief Manager andAssistant General Manager and headed the Regional Banking Division as Deputy General Manager being incharge of 78 branches, 14 convenient Banking Centres and also Leasing Department and Piyasa Centre ofthe Bank. Prior to being appointed as a Director, Mr De Silva was functioning in the capacity of SeniorDeputy General Manager – International & Development Banking. He counts over 38 years of experience inthe banking field which include service at Grindlays Bank, Colombo, Emirates International Bank Ltd,Dubai, Bank of Credit & Commerce International Ltd (BCCI), Colombo and at Seylan Bank since 1989.C KOTIGALAAttorney-at-Law & Notary PublicDirector LegalAppointed as Director of Seylan Bank on 1 st February 2008. Joined Seylan Bank in March 1995 as ManagerLegal and instrumental in forming the Legal Department of Seylan Bank PLC. Held positions as SeniorManager Legal, Chief Manager Legal, Assistant General Manager Legal, Deputy General Manager Legal andSenior Deputy General Manager Legal until his appointment as Director Legal of the Bank. Counts over 24years in the legal field and over 20 years‘ experience in the banking sector including service at HattonNational Bank.P R O S P E C T U S 2 0 0 8PAGE 24

BANK PLCMrs. L SENEVIRATNEAFA (UK)DirectorAppointed as Director of Seylan Bank on 1 st February 2008, Mrs Leonie Seneviratne counts over 35 years’experience. She has a background of both Development Banking and Commercial Banking. Prior tojoining Seylan Bank she was at DFCC Bank. She is specialized in Credit Management with expertise of over30 years in this field encompassing areas such as Trade Finance, Project Finance (both large and small &medium scale), Leasing, Share Underwritings, Syndicate loans, Corporate, Personal and Retail Banking.She joined Seylan Bank in June 1989 and during her tenure at the bank has served inter alia as ManagerExport Credit, Senior Manager Corporate Credit, Chief Credit Controller, Assistant General Manager – CorporateCredit, Deputy General Manager – Metropolitan Banking and thereafter Senior Deputy General ManagerRegion I. She presently has overall management control and supervision of credit, operations andadministration of branches in the Colombo region and suburbs. She also serves on the Board of SeylanMerchant Bank since June 2007.AJANTHA MADURAPPERUMACFA, MBA, FCMA, FIBDirectorAppointed Director of Seylan Bank PLC on 19 th September 2008.Joined Seylan Bank in 1995 as Departmental Manager, Accounts, and promoted in stages to the positionof Senior Deputy General Manager Corporate & Foreign Currency Banking. He is a member of the Bank’sAsset & Liability Management Committee and Treasury Management Committee. He counts 20 years’experience in banking specialising in Credit, Finance, and Treasury.He is also the Director/CEO of Seylan Bank Asset Management Limited, a Primary Dealer Company appointedby the Central Bank of Sri Lanka and Director of Ceylinco Seylan Development PLC, both being subsidiariesof Seylan Bank PLC, in addition to the other Board positions he holds.Mr. Madurapperuma is a former President of the Association of Primary Dealers and also former Presidentof CFA Sri Lanka. He had also been a Board member of the Financial Services Ombudsman of Sri Lanka(Guarantee) Ltd, and the Sri Lanka Association of Securities & Investment Analysts. He is the Senior VicePresident of the Association of Professional Bankers, Sri Lanka.PROFESSOR LALITH SAMARAKOONBSc (First Class Hons) SJP, MBA (Finance) New Hampshire, PhD (Finance) Houston, FCA, CFADirectorLalith Samarakoon is a Professor of Finance at the University of St. Thomas in St. Paul, Minnesota.Formerly, he was at the University of Houston and University of Sri Jayewardenepura, where he becamethe first Professor of Finance in Sri Lanka with a triple meritorious promotion. He is also a CharteredAccountant and a Certified Financial Analyst. Prof. Samarakoon also serves as a Capital Market Advisor ofthe Asian Development Bank.As a Financial Economist and an international finance sector expert, Prof. Samarakoon has had more than14 years of experience in areas such as investment banking, corporate finance, portfolio management,stock brokering, and debt securities markets. He has held industry positions as the Head of Research andGroup Financial and Research Consultant to the Merchant Bank of Sri Lanka and consulting positions inWorld Bank, USAID and Asian Development Bank-funded financial market projects. Prof. Samarakoon hasalso worked with key finance sector institutions including the Central Bank of Sri Lanka, the Securities &Exchange Commission of Sri Lanka (SEC), Colombo Stock Exchange, Bank of Ceylon and the Ministry ofFinance in various capacities.P R O S P E C T U S 2 0 0 8PAGE 25

BANK PLCPreviously, he served as the Head of the Department of Accounting and Financial Management of Universityof Sri Jayewardenepura, a member of the Board of Management of the Postgraduate Institute of Managementand the coordinator of the CFA program in Sri Lanka. He created the first private sector market index, theMBSL Midcap index as well as the first government and corporate bond market indices in Sri Lanka. Prof.Samarakoon has published numerous research articles on capital markets and received Sri Lanka’s highestresearch recognition – the Award for Outstanding Contribution to the Sri Lankan Science – from the SriLanka Association for the Advancement of Science. He has authored two books, namely The FinancialMarket of Sri Lanka which is published by the SEC and the Sri Lankan Corporate Bond Market.No Director, General Manager, Chief Executive or person nominated to become a Director GeneralManager or Chief Executive is or was involved in the following events:-(a)(b)(c)A petition under any bankruptcy laws filed against such person or any partnership in which he/shewas a partner or any corporation of which he/she was an executive officer.Convicted for fraud, misappropriation or breach of trust or any other similar offence, which theExchange considers a disqualification.Subject of any order, judgment or ruling of any court of competent jurisdiction or temporarilyenjoining him/her from acting as an investment advisor, dealer in securities, Director or employeeof a financial institution and engaging in any type of business practice or activity.2.13 OTHER DIRECTORSHIPS HELD AS AT 30 TH SEPTEMBER 2008DR J L B KOTELAWALAFOUNDER CHAIRMAN / MANAGING DIRECTORCHAIRMAN/MDCEYLINCO CONSOLIDATEDLADY DR S P C KOTELAWALACHAIRPERSONDEPUTY CHAIRPERSONCEYLINCO CHILDREN EDUCATION FOUNDATION LTDCEYLINCO CONSOLIDATED (PVT) LTDCEYLINCO EMPLOYEES SPORTS COMPLEX (PVT) LTDCEYLINCO FREIGHT INTERNATIONAL (PVT) LTDCEYLINCO GLOBAL SERVICES LTDCEYLINCO GOLDEN PROPERTIES HOLDINGS LTDCEYLINCO HOTEL COFFEE CO. LTDCEYLINCO HOTELS LTDCEYLINCO INSURANCE PLCCEYLINCO INVESTMENT CO. LTD.CEYLINCO LIMITEDCEYLINCO OVERSEAS (PVT) LTDCEYLINCO RENEWABLES CO. (PVT) LTDCEYLINCO SAVINGS BANK LTDCEYLINCO SISILA MEDURA (PVT) LTDCEYLINCO TOMEI LTDCEYLINCO TOURIST HOTELS LIMITEDCEYLINCO TRAVELS & TOURS LTDCEYLINCO UNIVERSAL LTDCEYLINCO UNIVERSAL SERVICES (PVT) LTDLUNAR RESIDENCIES (PVT) LTDONANO CENTRE (PVT) LTDSICILLE - SUZANNE LTDSINGAPORE INTERNATIONAL GEM EXCHANGE (PVT) LTDSOUTH ASIAN TRAVELS LTDTFC AGRO (PVT) LTDTFC COMPUTER SERVICES (PVT) LTD.THE FINANCE CO. PLCTHE FINANCE PROPERTY FUND CO. LTDTHE SITAR (PVT) LTDUTOPIA PROJECTS (PVT) LTDDIRECTORCEYLINCO CONSOLIDATEDP R O S P E C T U S 2 0 0 8PAGE 26

BANK PLCMR A M PASQUALDIRECTOR/GENERAL MANAGER/CEODIRECTORCEYLINCO CORPORATE FINANCE (PVT) LTDCEYLINCO FINANCE & INFRASTRUCTURE LTDCEYLINCO LEISURE PROPERTIES LTDCEYLINCO SEYLAN GOLD CIRCLE (PVT) LTD(SEYLAN GOLD INVESTMENTS LTD)CEYLINCO SEYLAN HOUSING & COMMERCIALPROPERTIES LTDCEYLINCO SISILA MEDURA (PVT) LTDCISCO INFORMATION SECURITY SERVICES (PVT) LTDSESOT (PVT) LTDSEYLAN AGRICULTURAL CREDIT CO. LTDSEYLAN BANK ASSET MANAGEMENT LTDSEYLAN CREDIT CARD COMPANY LTDSEYLAN EXIM CO. (PVT) LTDSOTSE (PVT) LTDLANKA FINANCIAL SERVICES BUREAU LTDLANKA CLEAR (PVT) LTD.S K M PERERADIRECTORCHAIRMANBARTERCARD LANKA LTDDEPUTY CHAIRMAN/CHIEF EXECUTIVE DIRECTORASIA 400 (PVT) LTDCEYCOM GLOBAL COMMUNICATION LTDCEYENERGY ELECTRONIC COMPANY (PVT.) LTD.CEYLEC LTDCEYLINCO CONSUMER ELECTRONICS LTDCEYLINCO HOSPITAL SERVICES LTDCEYLINCO HOSPITALS LTDCEYLINCO INTERNET SERVICES LTDCEYLINCO MICRO TECHNOLOGIES LTDCEYLINCO MIDIGAMA FRUIT FARMS (PVT) LTDCEYLINCO MIDIGAMA TRADING CO. LTDCEYLINCO NETWORKING TECHNOLOGIES LTDCEYLINCO NIRANJAN INVENTION (PVT) LTDCEYLON SERVICES & SUPPLIES CO. LTDCNT INTERNATIONAL LTDGOLDEN ENERGY CO LTDGOLDEN KEY AGROKEM CO. LTDGOLDEN KEY CALL CENTRE LIMITEDGOLDEN KEY COMMUNICATIONS (PVT) LTDGOLDEN KEY CONSUMER DURABLES LTDGOLDEN KEY CONSUMER PRODUCTS LTDGOLDEN KEY DESIGNER HOMES LTDGOLDEN KEY EYE HOSPITAL LTDGOLDEN KEY HOLDINGS LTDGOLDEN KEY INTERNATIONAL TRADING CO. LTDGOLDEN KEY MANAGEMENT SERVICES LTDGOLDEN KEY MINERALS LTDGOLDEN KEY MOTOR COMPANY LTDGOLDEN KEY PLANTATIONS LTDGOLDEN KEY REAL ESTATE AGENCY LTDGOLDEN KEY REPRODUCTIVE HEALTH LTDGOLDEN KEY SOFTWARE SOLUTIONS LTDGOLDEN KEY TEA FACTORY LTDGOLDEN KEY TRAVELS (PVT) LTDIMPRESSION CREATIVE SOLUTIONS LTDKEY RATINGS LTDKEY RESEARCH & INFORMATION LTDLANKA ECOM TECHNOLOGIES LTD.LUMEN TECHNOLOGIES LIMITEDTHE G K CARD TECHNOLOGIES LTDTHE GOLDEN KEY COMPANY LTDTHE GOLDEN KEY CREDIT CARD CO LTDTHE GOLDEN KEY INSTITUTE OF COMPUTER TECHNOLOGY LTDTHE GOLDEN KEY INSTITUTE OF INFORMATIONTECHNOLOGY LTDTHE GOLDEN KEY TRADING CO LTDDIRECTORCEYLINCO CAPITAL LTDCEYLINCO CHILDREN EDUCATION FOUNDATION LTDCEYLINCO CISCO RANAVIRU SERVICES (PVT) LTDCEYLINCO CONSOLIDATED (PVT) LTDCEYLINCO DESIGN & PROJECT MANAGEMENT SERVICES (PVT) LTDCEYLINCO FINANCE & INFRASTRUCTURE LTDCEYLINCO FINANCE PLCCEYLINCO GROUP LIBRARYCEYLINCO PHARMACEUTICALS LTDCEYLINCO SECURITIES SHARE OWNERSHIP TRUST CO. (PVT) LTDCEYLINCO TRAVELS & TOURS LTDSEYLAN CREDIT CARD CO. LTDSOCEITY FOR LOVE AND UNDERSTANDINGSOUTH ASIAN TRAVELS LTDST. NICHOLAS EDUCATION SERVICES LTDTHE FINANCE CO. PLCTHE FINANCE PORTFOLIO MGMT CO. LTDTHE FINANCE PROPERTY FUND CO. LTDP R O S P E C T U S 2 0 0 8PAGE 27

BANK PLCMR K A S JAYATISSAFINANCE DIRECTORDEPUTY CHAIRMANCEYLINCO DIGITAL HOUSE (PVT) LTDCEYLINCO GLOBAL PROFIT SHARING INVESTMENTSCORPORATION LTDCEYLINCO IFA TRAINING SERVICES (PVT) LTDCEYLINCO INSTITUTE OF INFORMATION TECHNOLOGYCEYLINCO IT SOLUTIONS (PVT) LTDCEYLINCO MULTI CROP EXPORTERS (PVT) LTDCEYLINCO PROFIT SHARING INVESTMENT CORP. LTDCEYLINCO SUSSEX EDUCATIONAL PUBLISHERS (PVT) LTDCEYLINCO SUSSEX BUSINESS SCHOOL (PVT) LTDCEYLINCO SUSSEX EDUCATIONAL SERVICES (PVT) LTDCEYLINCO SUSSEX TEACHER TRAINING COLLEGE LTDCEYLINCO SUSSEX VOCATIONAL TRAINING (PVT) LTDCEYLINCO TAKAFUL LTDCEYLINCO TAX & FINANCIAL CONSULTANTS (PVT) LTDCT& FC PORTFOLIO MANAGEMENT (PVT) LTDCT&FC SECRETARIAL SERVICES (PVT) LTDFINANCE DIRECTOR / CEOTHE FINANCE PORTFOLIO MANAGEMENT CO. LTDTHE FINANCE PROPERY FUND CO. LTDDIRECTORAMERICAN EDUCATION CENTRE LTDC A S RECOVERIES & CUSTODIAL SERVICES (PVT) LTDCEYHOMES CREDIT & INVESTMENTS LTDCEYLINCO BUILDING SOCIETY LTDCEYLINCO CAPITAL LTDCEYLINCO CISCO RANAVIRU SERVICES (PVT) LTDCEYLINCO COMMODITY EXCHANGE (PVT) LTDCEYLINCO CONSOLIDATED (PVT) LTDCEYLINCO CONSULTANCY & ALLIED SERVICES (PVT) LTDCEYLINCO CORPORATE FINANCE (PVT) LTDCEYLINCO DEVELOPMENT BANK LTDCEYLINCO E V COMPANY (P) LTDCEYLINCO ERA (PVT) LTDCEYLINCO FINANCE & INFRASTRUCTURE LTDCEYLINCO GEMCORP INTERNATIONAL LTDCEYLINCO GRAMEEN AGRICULTURAL CREDIT LTDCEYLINCO GRAMEEN SHOP HOUSE (PVT) LTDCEYLINCO GREEN AGRO LANKA CO. (PVT) LTDCEYLINCO GROUP LIBRARYCEYLINCO HOMES INTERNATIONAL (LOTUS TOWERS) LTDCEYLINCO HOMES INTERNATIONAL LTDCEYLINCO HOUSING DEVELOPMENT CORPORATION (PVT) LTDCEYLINCO HOUSING PROPERTY FUND LTDCEYLINCO INTERNATIONAL REALTY (PVT) LTDCEYLINCO INVESTMENTS & REALTY LTDCEYLINCO LEASING CORP. LTDCEYLINCO LEISURE PROPERTIES LTDCEYLINCO ORNAMENTAL FISH AQUARIAM (P) LTDCEYLINCO PROPERTY FUND CO. LTDCEYLINCO PROSPERITY (PVT) LTDCEYLINCO RENEWABLES CO. (PVT) LTDCEYLINCO SEYLAN PROPERTIES LTD (CEYLINCO SEYLANHOUSING & COMMERCIAL PROPERTIES LTD)CEYWIN GRAINS (PVT) LTDCLC ASSET MANAGEMENT (PVT) LTDCTV ACADEMY OF MEDIA STUDIES (PVT) LTD.CTV CREATIONS (PVT) LTDCTV NETWORK (PVT) LTDESOTS (PVT) LTDF & G CONSULTANCY SERVICES (PVT) LTDF & G HOUSING (PVT) LTDF & G REALTORS INTERNATIONAL (PVT) LTDF&G MANAGEMENT SERVICES (PVT) LTDF&G MARKCOM (PVT) LTDF&G REAL ESTATE CO. LTDFINANCE & GUARANTEE PROPERTY DEV. (PVT) LTDFINGARA INTERNATIONAL CRICKET ACADEMY (PVT) LTDFINGARA TOWN & COUNTRY CLUB (PVT) LTDINDEPENDENT FINANCIAL NEWS & VIEWS (PVT) LTDSAN MICHELLE RESORTS LTDSARANA INTERNATIONAL (PVT) LTDSEYLAN AGRICULTURAL CREDIT CO. LTDSEYLAN EXIM CO. (PVT) LTDSOCIETY FOR LOVE AND UNDERSTANDING (SOLO U)SOTSE (PVT) LTDT F C HOMES (PVT) LTDTFC AGRO (PVT) LTDTFC AGRO DEVELOPMENT & BIO TECH (P) LTDTFC IMPORT & EXPORT CO. (P) LTDTFC RESIDENCIES LTDTFC TANK PRESERVATION CO. (PVT) LTDTHE FINANCE & GUARANTEE CO LTDTHE FINANCE COMPANY PLCP R O S P E C T U S 2 0 0 8PAGE 28

BANK PLCMR J G S DE SILVADIRECTORDIRECTORCEYLINCO ERA (PVT) LTDCEYLINCO GRAMEEN SHOP HOUSE (PVT) LTDSEYLAN EXIM CO. (PVT) LTDSEYSHOP (PVT) LTDTRANSNATIONAL LANKA RECORDS SOLUTIONS (PVT) LTDMR P T SIRISENADIRECTORDIRECTORCEYLINCO DESIGN & PROJECT MANAGEMENT SERVICES(PVT) LTDCEYLINCO GRAMEEN AGRICULTURAL CREDIT LTDCEYLINCO PROFIT SHARING INVESTMENT CORPORATION LTDCEYLINCO TAKAFUL LTDIC&CS SOFTWARE SOLUTIONS CO. (PVT) LTDINTERNATIONAL CONSULTANCY AND CORPORATESERVICES (PVT) LTDKEY RATINGS LTDSEYFEST (PVT) LTDSEYLAN AGRICULTURAL CREDIT CO. LTDSEYLAN EXIM CO. (PVT) LTDMR C KOTIGALADIRECTORDEPUTY CHAIRMAN / CEOCEYLINCO LEXCON SERVICES (PVT) LTDDIRECTORCEYLINCO CONSOLIDATED INTERNATIONAL PROPERTYDEVELOPERS (PVT) LTDCEYLINCO DESIGN & PROJECT MANAGEMENT SERVICES (PVT) LTDCEYLINCO HOUSING DEVELOPMENT CORPORATION (PVT) LTDCEYLINCO INTERNATIONAL DEVELOPERS LTDCEYLINCO PROPERTY FUND CO. LTDCEYLINCO REIT LTDCEYLINCO SAVINGS BANKIC & CS SOFTWARE SOLUTIONS CO. (PVT) LTDINTERNATIONAL CONSULTANCY & CORPORATE SERVICES (PVT) LTDSEYLAN CREDIT CARD CO. LTDSEYLAN EXIM CO. (PVT) LTDMRS LEONIE SENEVIRATNEDIRECTORDIRECTORCEYLINCO SEYLAN GOLD CIRCLE (PVT) LTD(SEYLAN GOLD INVESTMENTS LTD)SEYLAN MERCHANT BANK PLCSOTSE (PVT) LTDCREDIT INFORMATION BUREAUP R O S P E C T U S 2 0 0 8PAGE 29

BANK PLCMR M A D A I MADURAPPERUMADIRECTORDIRECTOR/CEOSEYLAN BANK ASSET MANAGEMENT LTDDIRECTORCEYLINCO CISCO SECURITY TRANSPORT &ALLIED SERVICES (PVT) LTDCEYLINCO COMMERCIAL PROPERTY DEVELOPERS LTDCEYLINCO INDUSTRIAL PROPERTY DEVELOPMENTS (PVT) LTDCEYLINCO INTERNATIONAL PROPERTY DEVELOPERS (PVT) LTDCEYLINCO INVESTMENTS & REALTY LTDCEYLINCO PLC TECHNOLOGY (PVT) LTDCEYLINCO PROPERTY FUND CO. LTDCEYLINCO REIT LTDCEYLINCO SEYLAN DEVELOPMENTS PLCESOTS (PVT) LTDSEYLAN EXIM CO. (PVT) LTDPROFESSOR S M L P SAMARAKOONDIRECTORPROFESSOR OF FINANCE & FINANCIAL ECONOMISTUNIVERSITY OF ST.THOMAS, ST PAUL, MINNESOTACURRENTLY SERVES AS A CAPITAL MARKETS ADVISORFOR THE ASIAN DEVELOPMENT BANK2.14 DIRECT & INDIRECT HOLDINGS OF DIRECTORS IN SEYLAN BANKAS AT 31 ST OCTOBER 2008Shares/debenturesDr. J L B Kotelawala 529,525 Ordinary Voting Shares37,300 Preference Shares50,000 Debentures 2007/2012 -(Annual Interest)Dr. J L B Kotelawala (joint withLady Dr S P C Kotelawala) 181,500 Ordinary Voting SharesLady Dr. S P C Kotelawala 6,554 Ordinary Voting Shares6,554 Ordinary Non-Voting Shares5,000 Debentures 2006/2011 -(Annual Interest)10,000 Debentures 2007/2012 - Issue 2(Annual Interest)Mr. A M Pasqual 4,000 Ordinary Voting Shares33,000 Ordinary Non-Voting Shares500 Debentures 2007/2012 -(Annual Interest)Mrs. S D Pasqual 1,876 Ordinary Voting Shares1,876 Ordinary Non-Voting Shares2,000 Debentures 2006/2011-(Annual Interest)Mr. S K M Perera 1,000 Ordinary Voting Shares1,000 Ordinary Non-Voting SharesP R O S P E C T U S 2 0 0 8PAGE 30

BANK PLCMr. K A S Jayatissa 100 Ordinary Voting SharesMr. P T Sirisena 1,000 Ordinary Voting Shares6,957 Ordinary Non-Voting SharesMr. J G S De Silva 1,044 Ordinary Voting Shares2,044 Ordinary Non-Voting SharesMr. C Kotigala - -Mrs. L Seneviratne 1,815 Ordinary Voting Shares5,000 Ordinary Non-Voting SharesMr. M A D A I Madurapperuma 100 Ordinary Voting Shares209,600 Ordinary Non-Voting sharesProfessor S M L P Samarakoon 08 Ordinary Voting Shares2.15 MANAGEMENTChief Executive : Mr A M PasqualDirector/General Manager/Chief Executive OfficerMr A M Pasqual counts over 25 years experience in Banking. He commenced his Banking career withHongkong & Shanghai Banking Corporation in June 1980 and has wide experience and exposure in CorporateBanking, Trade Finance and Treasury.He joined Seylan Bank in January 2003 as the Additional General Manager and was in charge of the overallsupervision of Credit, International Operations and Recoveries in the branches. He was also responsiblefor overall operations of the Corporate and Foreign Currency Banking Unit, Treasury and Private Banking.He was appointed as Director/General Manager/CEO in January 2004.A brief description follows, of the present functions and work experience of the senior management teamof the Bank as at 31 st October 2008.NAME & DESIGNATIONMr Tissa NanayakkaraSenior Deputy General Manager,Seylan Card CentreMr S J JebaratnamDeputy General Manager-Bancassurance/Co-ordinator toDirector/General Manager/CEOMr P S L K PereraDeputy General Manager - Operations& Administrative ServicesMr S H I de SilvaDeputy General Manager,Agricultural Banking Division andGrameen Credit Profit CentrePRESENT FUNCTIONS & WORK EXPERIENCE* Overall in charge of Credit / Debit / Prepaid card operations /Merchant Acquiring / Rajina* 28 Years of experience* Supervision of Bancassurance, co-ordination and follow up ofspecified issues for Director/General Manager/CEO.* 29 years banking experience* Management control and supervision over branch operations.Advising and guiding branches on proper procedures and resolvingissues relating to customer handling. Overall Incharge of ServicesDepartment, Cash Department and Central Clearing Department.* Over 34 years’ work experience of which 30 years in the bankingfield.* Credit Administration matters pertaining to Agricultural Bankingand Grameen Banking of Seylan Bank.* 39 years of Banking experience.P R O S P E C T U S 2 0 0 8PAGE 31

BANK PLCMr V K SeyoneDeputy General Manager,Business DevelopmentMr S A R Dias BandaranayakeDeputy General Manager, Audit &InspectionMr K D W RohanaDeputy General Manager - Region IVDr P NiranjanDeputy General Manager - Region III* Marketing of Financial Services* 33 Years in banking.* Audit & Inspection* 30 years of experience* Overall management control and supervision of Credit, Operations& Administration of branches within Region IV and Piyasa Unit.* 30 years of banking experience* Supervision of branches in Region III & Pawning* 26 years’ experienceMr A R M HananDeputy General Manager, - InformationTechnologyMrs Shalini M S PereraDeputy General Manager- Corporate &Foreign Currency Banking* Responsible for overall IT operations of the Bank.* 31 years’ of experience.* Arranging, structuring and monitoring of corporate creditfacilities and foreign currency banking facilities.* Over 25 years’ experience in banking.Mr Ranjith FonsekaDeputy General Manager, e-Commerce &IT InternationalMr R N DivulwewaDeputy General Manager, Region VI* Responsible for all electronic delivery channels and ITInternational projects of the Bank.* 25 years’ experience* Overall in charge of branches in Region VI, including supervisionover Credit, Administration and Operational matters in therespective branches.* 29 years’ of work experienceMr S PalihawadanaDeputy General Manager/Chief DealerMr Chitral De SilvaDeputy General Manager,Development BankingMr R L M W DissanayakeAssistant General Manager/PersonalAssistant to Director/General ManagerMr Cyril GamageAssistant General Manager - PrivateBankingMr Hiran AmarasingheAssistant General Manager, Treasury* Overall in charge of Treasury dealing activities and Gold HeartInvestments* 34 years’ of banking experience* Approving credit for SMEs, SMIs and Micro Finance throughDevelopment Banking Department and monitoring of same.* 25 years’ experience* Assisting Director / General Manager in his day to day workfollowing up and co-ordinating work with departments andbranches and attending to customer complaints.* Overall control and supervision of Administration, Transport andTechnical Services* 32 years of banking exposure* Head of Private Banking* 39 years’ experience* Treasury & Overseas Operations* 24 years’ experience in the finance and management field.Mr T J PathirageAssistant General Manager,Information Systems Audit & Security* Carry out information system governance, assurance and securityservices to the Bank as an independent internal consultant* Over 31 years’ experienceP R O S P E C T U S 2 0 0 8PAGE 32

BANK PLCMs Rohini WeerakkodyAssistant General Manager, OperationsMr Shafeek SamadAssistant General Manager,InternationalMr J T L I KulatungaAssistant General Manager, Region - VMr N R RanasingheAssistant General Manager, Treasuryand International AuditMr D PereiraAssistant General Manager - Region VII& SME UnitMr C NanayakkaraAssistant General Manager – CreditReview - Corporate BankingMr A A EmmanuelAssistant General Manager – RegionVIIIMr Kamal DeshapriyaAssistant General Manager - SalesMs. Damayanthi TillekeratneAssistant General Manager -International/ExportsMr. Srilal AmarasingheAssistant General Manager -Development BankingMr. Neomal SuraweeraAssistant General Manager Region IMr. M K PrematillekeAssistant General Manager - LegalMs Gillian EdwardsAssistant General Manager - Region IXMs Yasanthie UdurawaneAssistant General Manager –Consumer Finance Unit* Handling of system access control and operations functions.Supervision of Central Cash Department & Central ClearingDepartment.* Over 25 years’ banking experience* Control of Administrative and Management functions ofInternational Trade and Correspondent Banking.* 26 years’ of experience* Overall management control and supervision of Credit, Operations& Administration of branches within Region V.* 32 years’ experience* Handling of audits and inspections relating to treasury andinternational operations* 34 years’ experience* Structuring and approving branch credit, overall monitoring andsupervision of branch credit administration, overall supervision ofbranch administration and operations, head of SME Unit.* 23 years’ work experience* Credit review of the corporate banking division.* 30 years’ of banking experience* Overall in charge of branches in Region VIII, includingsupervision over Credit, Administration and Operational mattersin the respective branches.* 30 years’ of banking experience* Monitoring and supervising the sales force* 23 years’ of experience* Overall in Charge of International (Exports and Imports) andparticularly Exports.* 34 years’ of experience* Overall incharge of monitoring and follow up of the loan portfolioof Development Banking Dept, recommending and approving ofnew credit/restructuring proposals for SME, SMI, Microfinance,Project Finance Clients and monitoring of Ceylinco GroupFacilities.* 28 years’ of banking experience* Handling Credit and Administration of Colombo Metro Branches.* 31 years’ of experience* In charge of Property Unit, handling, controlling & administrativefunction of Legal and Debt Restructuring / Credit ControlDepartment* 27 years’ of experience* Regional Head* 22 years’ of experience* Leasing, Hadha Medura Housing Loans and facilities againstshares.* 25 years of experienceP R O S P E C T U S 2 0 0 8PAGE 33

BANK PLCMrs. Deeshani GooneratneAssistant General Manager – HumanResourcesMr Rohan FernandoAssistant General Manager – SpecialProjects/Ceylinco Fast CashMr K Shanaka C PereraAssistant General Manager –Chief Dealer (Global Treasury)Mr M S M SaleemAssistant General Manager –Audit & InsepctionMr Sumith FernandoAssistant General Manager –Region II* Head of Human Resources* 23 years of experience* Managing and Administrating the operation of Ceylinco Fast Cashglobal money transfer remittance product.* 30 years of work experience* In-charge of Global Treasury dealing and related operations.* 18 years of work experience.* Handling investigations and reporting findings to SeniorManagement Officers with recommendations for disciplinary andoperational action.* 38 years of banking experience* Head of Region II* 28 years of work experience2.16 SUBSIDIARY & ASSOCIATE COMPANIES OF SEYLAN BANK AS AT30 TH SEPTEMBER 2008Name of the Company Holding by Bank Principal areas of& the Business AddressBusinessSeylan Merchant Bank PLC 42.88% of Ordinary Merchant Banking385, Galle Road, Colombo 3 share capitalYear of Incorporation: 1992Ceylinco Seylan Developments Ltd 51.01% of Ordinary PropertyLevel 15, Ceylinco Seylan Towers share capital Development90, Galle Rd, Colombo 3Year of Incorporation: 1992Seylan Bank Asset Management Ltd 100% of Ordinary Dealing in90, Galle Rd, Colombo 3 Share capital GovernmentLevel 3, Ceylinco Seylan TowersSecuritiesYear of Incorporation: 1999Investments in Subsidiaries during the 9 months ended 30th September 2008.Seylan Bank PLC invested Rs. 201,250,000/- in 5,750,000 Ordinary Shares of Rs. 35/- each issued bySeylan Bank Asset Management Ltd (Rights Issue) in June 2008.P R O S P E C T U S 2 0 0 8PAGE 34

BANK PLC2.17 LIST OF TWENTY LARGEST ORDINARY VOTING SHAREHOLDERS OF SEYLAN BANK AS AT 30 THSEPTEMBER 2008Name of Holders No. of Shares %1. Dollar Distribution (Pvt) Ltd 2,178,000 5.002. Dr T Senthilverl 2,178,000 5.003. Seyfest (Private) Limited 2,177,996 5.004. Seyshop (Private) Limited 2,177,900 5.005. Seybest (Private) Limited 2,177,900 5.006. Sesot (Private) Limited 2,177,900 5.007. Esots (Private) Limited 2,160,857 4.968. Ceylinco Finance PLC 2,140,226 4.919. Ceylinco Insurance PLC 1,756,460 4.0310. Ceylinco PLC 1,680,896 3.8611. National Savings Bank 1,510,900 3.4712. The Finance Company PLC 1,473,223 3.3813. Ceylinco Developers Ltd 1,394,400 3.2014. Softlogic Holdings (Pvt) Ltd 1,200,000 2.7515. Sotse (Pvt) Ltd 1,002,331 2.3016. Lanka Milk Foods (CWE) Limited 769,380 1.7717. Mr R K Seenivasagam 538,800 1.2418. Dr J L B Kotelawala 529,525 1.2219. Mr S K Sivakumar 498,700 1.1420. Global Recruitment (Pvt) Ltd 479,400 1.102.18 LIST OF TWENTY LARGEST ORDINARY NON-VOTING SHAREHOLDERS OF SEYLAN BANK AS AT30 TH SEPTEMBER 2008Names of holders No. of shares %1. Dr T Senthilverl 29,827,800 24.14%2. Pershing LLC S/A Averbach Grauson & Co. 9,189,900 7.44%3. Elgin Investments Ltd 6,000,800 4.86%4. Mr S V Somasundaram 5,591,900 4.53%5. National Savings Bank 4,540,900 3.68%6. Mr T D R Karunaratne 4,000,000 3.24%7. Ceylinco Finance PLC 3,994,910 3.23%8. Ceylinco Insurance PLC A/c No. 1 (Life Fund) 3,283,962 2.66%9. Akbar Brothers Ltd A/c No. 1 2,634,900 2.13%10. Bank of Ceylon A/c Ceybank Unit Trust 1,839,500 1.49%11. Ceylinco Insurance PLC 1,756,460 1.42%12. Mr H L Rikhye 1,642,900 1.33%13. Mellon -Frontaura Global Frontier Fund LLC 1,629,000 1.32%14. Mr N R Somaiya 1,248,500 1.01%15. Belmont Agents Limited 1,180,000 0.96%16. Employees Trust Fund Board 1,099,400 0.89%17. Sinhaputhra Finance Ltd. 1,083,000 0.88%18. Spice of Life (Private) Ltd 780,400 0.63%19. Lanka Milk Foods (CWE) Limited 769,380 0.62%20. Sanasa Development Bank Limited 613,400 0.50%P R O S P E C T U S 2 0 0 8PAGE 35

BANK PLC2.19 LIST OF TWENTY LARGEST PREFERENCE SHAREHOLDERS OF SEYLAN BANK AS AT 30 THSEPTEMBER 20082008Name of holder No. of Shares %1. Ceylinco Insurance PLC 1,064,950 31.412. Mr K A Jayaratne 200,000 5.903. Mrs K D C Munasinghe 100,000 2.944. Mr S P Muttiah 100,000 2.945. Mr N Ramachandran 50,000 1.476. Mr C D Karunaratne 50,000 1.477. Mr J A D Gunasekara 50,000 1.478. CML Edwards Construction Ltd 50,000 1.479. Dr M E Wijesinghe 50,000 1.4710. Mr R A Siripala 40,000 1.1811. Mr D K Ariyaratne 30,000 0.8812. Mr K L P Fernando 30,000 0.8813. Mr N Karunadasa 25,000 0.7414. Mr T M S K D Kamalasena 25,000 0.7415. Mr W B Chaminda 23,000 0.6816. Mr W M Premarathna Banda 23,000 0.6817. Mr A J Peiris 20,000 0.5918. Mr N Ruwanpura 20,000 0.5919. Dr J H K Samarasinghe 20,000 0.5920. Dr M A Bishrul Hafi 20,000 0.592.20 RATIOS AND SHARE INFORMATIONYear endedNine months ended31.12.2007 31.12.2006 30.09.2008 30.09.2007Net Interest Income/Total Average Assets (%)-Annualised 4.92 4.84 4.73 4.92Non Interest Income/Total Average Assets (%)-Annualised 2.39 2.51 2.10 1.84Personnel & Other Non-Interest Expenses/Net InterestIncome & Non-Interest Income (%) 66.31 59.08 76.65 70.07Gross NPL ratio (%) 15.39 13.85 17.60 15.58General & Specific Loan Loss Reserves (B/S) (TotalNon-Performing Loans-Interest-in-Suspenses) (%) 38.12 40.61 34.03 35.40Liquid Assets/Customer Deposits & Short-Term Funds (%) 28.81 26.50 29.94 26.69Leverage on Share Capital (Times) 19.45 19.46 19.47 19.73Core Capital (%) 7.49 7.01 6.25 6.91Total Capital (%) 10.98 9.89 9.12 10.03Equity/Assets (%) 4.87 4.86 4.86 4.80Average ROE (%) 13.65 15.57 13.13 15.81Average ROA (%) 1.04 1.27 0.81 1.29Book Value per Share (Rs)(Net Assets Value per Ordinary Shares) 41.90 37.82 44.69 41.04Earning per Share (Rs) 5.50 6.69 5.76 6.34Dividend/Profit after tax (%) 27.72 28.74 N/A N/A2.21 PERCENTAGE COMPOSITION OF NON PERFORMING ADVANCES% as at 31/12/2007 31/12/2006 30/09/2008 30/09/20073 - 6 months 23.22% 16.39% 26.48% 19.80%6 - 12 months 22.57% 28.29% 16.39% 18.62%12 - 18 months 18.51% 15.87% 19.78% 12.10%above 18 months 35.70% 39.45% 37.35% 49.48%Total NPL 100.00% 100.00% 100.00% 100.00%P R O S P E C T U S 2 0 0 8PAGE 36

BANK PLCChapter IIISTATUTORY & GENERAL INFORMATION3.01 MEMORANDUM OF ASSOCIATIONAn extract of the Memorandum of Association (which is deemed to form part of the Articles of Associationin terms of Section 486 (2) of the Companies Act No.7 of 2007) is given in Chapter VI and forms part ofthis Prospectus.3.02 ARTICLES OF ASSOCIATIONThe relevant clauses of the Articles of Association of SBK are given in Chapter VII of this Prospectus.3.03 BROKERAGEBrokerage at the rate of 20 cents per Debenture allotted will be paid.3.04 COST OF THE ISSUEThe directors estimate that the total cost of the Issue including the cost of brokerage, printing, advertising,Managers and Registrars fees and other costs connected with the issue will be approximately Rs.25 Millionand will be met from the funds of SBK.3.05 UNDERWRITING ARRANGEMENTSNo underwriting arrangement has been entered in to by SBK for the Debenture issue. In the event the issueis under subscribed, the subscribers shall be allotted in full and funds raised shall be utilised to meet theobjective of the issue as stipulated in section 1.04 of the prospectus.3.06 INSPECTION OF DOCUMENTSCertified copies of the Memorandum and Articles of Association of SBK, the Accountants’ Report and allother documents referred to in this Prospectus may be inspected at any time during normal business hoursat the Head Office of SBK from the date hereof, until the application lists are closed or up to 14 marketdays, whichever is later.The Prospectus and Memorandum and Articles of Association of the Bank are also hosted in the Bank’swebsite, www.eseylan.com and the CSE website, www.cse.lk during the above-mentioned period.3.07 DIRECTORS’ EMOLUMENTSAggregate directors emoluments including bonuses for the year ended 31/12/2007 was Rs.57.7 Mn. Estimatedaggregate directors’ emoluments including bonuses for the year ending 31/12/2008 is expected to beRs.70.4 Mn.3.08 DIRECTORS’ INTERESTS IN CONTRACTSDirectors’ interest in any asset acquired disposed or leased by the Bank for the past two years are asdisclosed in Note 41 and 42 of the Audited Accounts for 2007 which are reproduced in this Prospectus.There are no directors interest in any proposed purchase or disposal of assets for the next two years.Details of any contracts or arrangements in force at the date of the Application are disclosed in Notes 41and 42 of the Audited Accounts for 2007 appearing in this Prospectus.P R O S P E C T U S 2 0 0 8PAGE 37

BANK PLC3.09 MANAGEMENT AGREEMENTSSeylan Bank has signed a Management Agreement with Mr. Mohamed Bin Hamed Al-Ghazali to manage AsiaExpress Exchange (formally Sri Lanka Express Exchange Centre) which expired on 6 th November 2006 andthe management agreement has been extended for a period of five years and renewable for a furtherperiod of five years.Asia Express Exchange in consideration of the services rendered by Seylan Bank pays a fee of 60% of thenet profit for the year.3.10 RESEARCH & DEVELOPMENTThe Bank has spent approximately Rs.7.5 Mn for Market Research, Economic Research and developmentactivities over the last 3 years.3.11 LITIGATION AGAINST THE BANKInformation relating to litigation against the Bank is given in Note 38 (c) of the Published Accounts for2007. However there are no legal or arbitration proceedings which will have a significant effect on theBank’s financial position or profitability.As at 30 th September 2008, there have been no penalties imposed on the Bank by Regulatory and StateAuthorities3.12 CONTINGENT LIABILITIESIn the normal course of business, the Bank makes various commitments and incurs certain contingentliabilities with legal recourse to customers. No material losses are anticipated as a result of thesetransactions.Contingent liabilities of SBK are as disclosed in Notes 38 (a) and (b) of the Audited Accounts for 2007which are reproduced in this Prospectus.3.13 TAKEOVER OFFERSThere have not been any take over offers by third parties in respect of the Banks shares during the past 2years nor have there been any take over offers made by the Bank in respect of shares of a third party.3.14 CORPORATE GOVERNANCE PRACTICESThe Directors of SBK attach a high degree of importance to corporate governance and are thereforecommitted to adopting sound corporate governance practices within the organization with the ultimategoal of maximizing shareholder value whilst safeguarding the interests of its other stakeholders.The Board meets regularly and convenes additional meetings whenever necessary. In addition the Boardhas formed several sub committees focusing attention on specific areas of review with executive directorspossessing expertise in their respective fields being assigned to head each area.SBK has set up a number of control systems and specialised committees in order to maintain soundcorporate governance practices. This ensures SBK to provide an acceptable return to its shareholderswhilst minimizing risk and adhering to the Central Bank regulations.Control SystemsTwo major internal control systems include the internal Audit and Information System Audit. In additionto external auditors, SBK also obtains services of an Internal Audit Department, which reports to the AuditCommittee.P R O S P E C T U S 2 0 0 8PAGE 38

BANK PLCAudit CommitteeThe Audit Committee comprises of Mr P T Sirisena (Chairman of Audit Committee), Prof. Lalith Samarakoon(Independent Director) and Mr J G S De Silva who directly report to the Board of Directors. The DeputyGeneral Manager Internal Audit acts as the secretary to the Audit Committee and submits quarterlyCompliance Reports to the Committee for review. The external auditors also attend this meeting andtherefore have direct access to the Audit Committee to report on any matters independently to the Board.The CEO and members from Senior Management also attend this meeting by invitation as and whenrequired.Remuneration Committee(a)(b)(c)The Remuneration committee of the Bank comprises Founder Chairman, Dr J L B Kotelawala, DirectorGeneral Manager/CEO, Mr A M Pasqual, M/s S K M Perera, J G S De Silva, C Kotigala andMrs L Seneviratne.The Committee maintains a merit and performance based remuneration policy for its staff includingsenior management in line with market practice and rates.Aggregate remuneration paid - Aggregate remuneration paid to directors as at 31 st December2007 has already been disclosed in Section 3.07 of the Prospectus.Risk Management CommitteeAs a part of good governance and also Basel II compliance, an integrated Risk Management Committee hasbeen established headed by the Director overlooking compliance and comprising of the Director/GeneralManager and identified senior management. The Committee formulates strategies and policies for managingrisks and is also responsible for establishing adequate systems and controls to ensure that overall risksremain within acceptable levels. It is also responsible for establishing risk management units in key areasviz. credit, operational and market; development of in-house skills for effective risk management, provisionof expertise from external sources and ensuring that the risk management units employ sound techniquesto limit and manage different types of risk. The committee directly reports to the Board of Directors.P R O S P E C T U S 2 0 0 8PAGE 39

BANK PLCCHAPTER IVFINANCIAL INFORMATIONP R O S P E C T U S 2 0 0 8PAGE 40

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BANK PLCINCOME STATEMENT(In terms of Rule 8.3 of the Colombo Stock Exchange)(Amounts in Rupees Thousands)P R O S P E C T U S 2 0 0 8PAGE 45

BANK PLCINCOME STATEMENT(In terms of Rule 8.3 of the Colombo Stock Exchange)(Amounts in Rupees Thousands)P R O S P E C T U S 2 0 0 8PAGE 46

BANK PLCBALANCE SHEET(In terms of Rule 8.3 of the Colombo Stock Exchange)(Amounts in Rupees Thousands)P R O S P E C T U S 2 0 0 8PAGE 47

BANK PLCSTATEMENT OF CHANGES IN EQUITY AND RESERVES - BANKP R O S P E C T U S 2 0 0 8PAGE 48

BANK PLCCASH FLOW STATEMNETP R O S P E C T U S 2 0 0 8PAGE 49

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BANK PLCIncome Statement56101P R O S P E C T U S 2 0 0 8PAGE 52

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BANK PLCStatement of Changes in EquityP R O S P E C T U S 2 0 0 8PAGE 54

BANK PLCCash Flow StatementP R O S P E C T U S 2 0 0 8PAGE 55

BANK PLCNotes to the AccountsP R O S P E C T U S 2 0 0 8PAGE 56

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BANK PLCChapter VSTATUTORY DECLARATIONWe the undersigned, who are named herein as Directors of Seylan Bank PLC, hereby declare and confirmthat we have read the provisions of the Companies Act No. 07 of 2007 relating to the issue of the Prospectus andthat those provisions have been complied with. This prospectus has been seen and approved by us and wecollectively and individually accept full responsibility for the accuracy of the information given and confirm thatprovisions of the CSE listing rules (including rules applicable on corporate governance practices) and of theCompanies Act No. 07 of 2007 and any amendments to it from time to time have been complied with and aftermaking all reasonable enquiries and to the best of our knowledge and belief, there are no other facts the omissionof which would make any statement herein misleading or inaccurate. Where representations regarding the futureperformance of the entity have been given in the prospectus, such representations have been made after due andcareful inquiry of the information available to the entity and making assumptions that are considered to bereasonable at the present point in time and according to our best judgment.(Sgd) Deshamanya Dr J L B Kotelawala at Colombo on 27th November 2008(Sgd) Lady Dr. S P C Kotelawala at Colombo on 27th November 2008(Sgd) Mr. A M Pasqual at Colombo on 27th November 2008(Sgd) Mr. S K M Perera at Colombo on 27th November 2008(Sgd) Mr. K A S Jayatissa at Colombo on 27th November 2008(Sgd) Mr. P T Sirisena at Colombo on 27th November 2008(Sgd) Mr. J G S De Silva at Colombo on 27th November 2008(Sgd) Mr. C Kotigala at Colombo on 27th November 2008(Sgd) Mrs. L Seneviratne at Colombo on 27th November 2008(Sgd) Mr. M A D A I Madurapperuma at Colombo on 27th November 2008(Sgd) Prof. S M L P Samarakoon at Colombo on 27th November 2008We, S S P Corporate Services (Private) Limited of 101, Inner Flower Road, Colombo 3, being theManagers/Registrars to the Unsecured Subordinated Redeemable Debenture Issue 2008/2013 of Seylan Bank PLChereby declare and confirm that we have read the provisions of the Securities and Exchange Commission Act No.36 of 1987, as amended relating to the Debenture Issue and that to the best of our knowledge and belief theDEBENTURE ISSUE DOCUMENT constitutes full and true disclosure of all material facts about the Issue and SeylanBank PLC, whose Unsecured Redeemable Subordinated Debentures are being issued.The Common Seal of S S P Corporate Services (Private) Limited is affixed on the 27th day of November 2008at Colombo in the presence of(Sgd) Mr. K C KuruppuManaging Director(Sgd) Mr. R S KulasekeraDirectorP R O S P E C T U S 2 0 0 8PAGE 102

BANK PLCChapter VIEXTRACTS OF THE MEMORANDUM OF ASSOCIATION(Deemed to form part of the Articles of the Association in terms of Section 486 (2) of the CompaniesAct No.07 of 2007)1. The name of the Company is “SEYLAN BANK PLC”2. The Registered Office of the Company will be situated in the District of Colombo.3. The objects for which the Company is established are:PRIMARY OBJECTS1. To establish a bank for the purpose of providing financial and other assistance, expertise and all otherfacilities rendered by a bank for Agriculture, Industry and Technology, Business Enterprises, Trade andCommerce, Travel and Tourism, Communications and Transport and all activities contributory to nationaland social developments and the principal business being the acceptance of deposits of money on currentaccount or otherwise subject to withdrawal by cheque, draft, order or otherwise.2. To carry on the business of borrowing, raising or taking up of money, lending or advancing of money eitherupon or without security, the drawing, making, accepting, discounting, buying, selling, collecting anddealing in bills of exchange, hoondees, promissory notes, coupons, drafts, bills of lading, railway receipts,warrants, debentures, certificates, script and other instrument, and securities whether transferable, ornegotiable or not, the granting and issuing of letters of credit, travellers cheques, and circular notes, thebuying, selling and dealing in bullion and specie, the buying and selling of foreign exchange, includingforeign bank notes, acquiring, holding, issuing on commission, underwriting and dealing in stock, funds,shares, debentures, debenture stock, bonds, obligations, securities and investments of all kinds, thepurchasing and selling of bonds, scripts or other forms of securities on behalf of constituents or others,the negotiating of loans and advances, the receiving of all kinds of bonds, scripts of valuables on deposit,or for safe custody or otherwise and the carrying on of the business of safe deposit, and the collecting andtransmitting of money and securities.3. To act as agents for Governments or local authorities or for any other person or persons, to carry on agencybusiness of any description other than the business of a managing agent of any company, which is not abanking company, including the clearing and forwarding of goods, the power to act as attorneys and togive discharges and receipts.4. To carry on the business of contracting for public and private loans and negotiating and issuing the same.5. To carry on the business of promoting, effecting, insuring, guaranteeing, underwriting, participating inmanaging and carrying out any issue, public or private, of State Municipal or other loans or of shares,stock, debentures or debenture stock of any company, corporation or association and the lending ofmoney for the purpose of any such issue.6. To carry on and transact every kind of guarantee and indemnity business.7. To promote or finance or assist in promoting or financing any business undertaking or industry, eitherexisting or new, and developing or forming the same either through the instrumentality of syndicates orotherwise.8. To provide medium and long-term credit for development.P R O S P E C T U S 2 0 0 8PAGE 103

BANK PLC9. To establish or undertake and execute trusts.10. To undertake and administer estates as executor, trustee or otherwise.11. To engage in the business of the hire purchase services, factoring, leasing and warehousing.12. To develop banking for the Socio Economic advancement of Society13. To open, maintain and manage deposits, savings and other similar accounts.14. To engage in Management Consultancy business.15. To carry on the business of Pawn Broking and all matters incidental thereto.ANCILLARY POWERS1. To acquire by purchase, lease or exchange, hire with or without option to purchase or otherwise of anyproperty movable or immovable and any rights or privileges which the Company may think necessary orconvenient to acquire or the acquisition of which in the opinion of the Company is likely to facilitate therealisation of any securities held by the Company or to prevent or diminish any apprehended loss orliability.2. To manage, sell and realise all property movable and immovable, which may come into the possession ofthe Company in satisfaction or part satisfaction of its claims.3. To acquire and hold and generally deal with any property and any right, title or interest in any propertymovable or immovable which may form the security or part of the security for any loans or advances orwhich may be connected with any such security.4. To take or otherwise acquire and hold shares in any other Company having objects similar to those of theCompany.5. To establish and support or aid in the establishment and support of associations, institutions, funds,trusts and conveniences calculated to benefit employees or ex employees of the Company or the dependantsor connections of such persons, to grant pensions and allowances and make payments towardsinsurance, and to subscribe or guarantee moneys for charitable or benevolent objects or for any exhibitionor for any public, general or useful object.6. To acquire, construct, maintain and alter any building or works necessary or convenient for the purposesof the Company.7. To sell, improve, manage, develop, exchange, lease, mortgage, dispose of, or turn to account or otherwisedeal with all or any part of the property and rights of the Company.8. To acquire and/or undertake the whole or any part of the business of any person or Company when suchbusiness is of nature enumerated or described under objects of the Company.9. To draw, open accounts in banks make, accept, endorse, discount, execute and issue bills of lading, bills ofexchange, warrants, promissory notes, and other transferable or negotiable instruments for the purpose ofthe Company in Sri Lanka or in any part of the world.10. To conduct research and to provide for the training in banking, accounting, valuation, project and creditappraisal and allied subjects.P R O S P E C T U S 2 0 0 8PAGE 104

BANK PLC11. To establish branches of the Company in Sri Lanka or in any part of the world.12. To establish and carry on the business of banking in other parts of the world as branches of or affiliatedto the Company or independently, for achievement of the objects of the Company.13. To provide for the participation of the employees of the Company in the equity of the Company and tolimit such participation to their tenure of employment.14. To participate in and/or assist any activity contributory towards the socio-economic and culturaladvancement of the community.15. To do all such other things as are incidental or conducive to the promotion or advancement of thebusiness of the Company.4. The liability of the members is limited.5. The share capital of the Company is Rupees Seven Thousand Five Hundred Million (Rs.7,500,000,000/-) divided into Three Hundred and Fifty Million (350,000,000) Ordinary Shares of RupeesTen (Rs. 10/-) each; One Hundred Million (100,000,000) non-redeemable, non-cumulative, non-convertibleand non-voting Preference Shares of Rupees Ten (Rs. 10/-) each, and Three Hundred Million(300,000,000) non-voting Ordinary shares of Rupees Ten (Rs. 10/-) each.The Shares forming the Capital (original increased or decreased) may be further sub-divided, or consolidatedinto such classes of shares with any preferential, deferred, qualified, special or other rights,privileges, conditions or restrictions attached thereto as to dividend, capital, voting or otherwise to beheld upon such terms as may be prescribed by its Articles of Association and the Regulations of theCompany for the time being but not otherwise.P R O S P E C T U S 2 0 0 8PAGE 105

BANK PLCChapter VIIEXTRACTS FROM THE ARTICLES OF ASSOCIATION7.1 SHARES OF DIFFERENT CLASSESArticle 53.(a) Without prejudice to any special rights previously conferred on the holders of any existing shares or classof shares, any shares in the Company may be issued with such preferential, deferred or other special rightsor such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Companymay from time to time by ordinary resolution determine.(b)(c)Whenever the capital of the Company is divided into different classes of shares, the special rights attachedto any class may. subject to the provisions of the Statutes be varied or abrogated, either with the consentin writing of the holders of three-fourths of the issued shares of the class, or with the sanction of anextraordinary resolution passed at a separate general meeting of such holders but not otherwise and maybe so varied or abrogated, either whilst the Company is a going concern or during or in contemplation ofa winding up. To every such Separate general meeting all the provisions of these presents relating togeneral meetings of the Company, or to the proceedings thereat shall, mutatis mutandis apply except thenecessary quorum shall be two persons at least holding or representing by proxy or attorney or representative,one third of the nominal amount of the issued shares of the class (but so that if any adjournedmeeting of such holdings quorum as above defined is not present, those of such holders who are presentshall be a quorum) and that any holder of shares of the class present in person or by proxy or attorney orrepresentative may demand a poll, and that each holder shall on a poll have one vote for every share ofthe class held by him.The rights conferred upon the holder of the share of any class issued with preferred or other rights shallnot, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to bevaried by the creation or issue of further shares ranking pari passu therewith.7.2 VOTES OF MEMBERSArticle 75.Subject to any rights or restrictions for the time being attached to any class or classes of shares in thecapital of the Company, on a show of hands every member who being individual is present in person or byproxy or attorney who is not a member or being a corporation is present by a representative or by proxy orattorney who is not a member, shall have only one vote. Subject as aforesaid, upon a poll every memberwho is present in person or by attorney or by representative shall be entitled to one vote for each shareheld by such member.Article 77.If two or more persons are jointly entitled to share then in voting upon any question, the vote of a seniorwho tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of theother registered holders of the shares and for this purpose seniority shall be determined by the order inwhich names stand in the register of members.7.3 NUMBER OF DIRECTORSArticle 85.Until otherwise determined by a General Meeting, the number of Directors shall not be less than three normore than twelve.P R O S P E C T U S 2 0 0 8PAGE 106

BANK PLC7.4 DIRECTOR’S QUALIFICATIONArticle 89.The share holding qualification for Directors may be fixed by the Company in general meeting and unlessand until so fixed no qualification shall be required.7.5 REMUNERATION OF DIRECTORSArticle 90.The remuneration of the Directors (excluding any remuneration payable under any other provision of thesepresents) shall be such sum as the Board shall determine, and such remuneration shall be divided amongthe Directors in such manner as they shall from time to time determine and shall accrue die in diem. TheCompany may by ordinary resolution also vote extra remuneration to the Directors or to any Director andeither for one year or any longer or shorter period.Article 90(a)If any Director or Directors being willing, be called upon to undertake particular duties or to performparticular functions in Sri Lanka or elsewhere or if any Director or Directors being willing, be called uponto devote a portion of his or their time to business of the Company either in an advisory or supervisorycapacity or as a Member of a Committee of Directors, the Board may arrange with such Director orDirectors for special remuneration for such services either by way of salary, commission or the payment ofa stated sum of money as they think fit. Such payments shall be in addition to the remuneration providedfor the Directors in Article 90.7.6 DIRECTORS’ TRAVELLING EXPENSESArticle 91.The Directors shall subject to the approval of the Board be entitled to be repaid all travelling expensesfrom and to their usual places of residence in Sri Lanka and hotel expenses reasonably incurred by themrespectively in or about the performance of their duties as Directors including their expenses of travellingto and from meetings of the Board or a Committee of the Directors.7.7 DIRECTORS’ CONTRACTS WITH COMPANYArticle 93.No Director shall be disqualified by his office from entering into any contract (which expression shall inthis Article include any arrangement, transaction or dealing whatsoever) with the Company nor shall anysuch contract or any contract in which any Director shall be in any way interested be avoided nor shall anyDirector entering into any such contract or being so interested be liable to account to the Company forany profit realised by any such contract by reason of such Director holding that office or of the fiduciaryrelation thereby established. No Director shall vote as a Director in regard to any contract entered intowith himself personally but any Director may so vote in respect of any contract in which he is otherwiseinterested including any contract with any Company or Corporation of which such Director is a director,officer or member, provided that the fact that he is so interested is disclosed to the Board before he sovotes. A general notice that a Director is a director, officer or member of any specified Company orCorporation shall be a sufficient disclosure under this Article.7.8 POWERS OF DIRECTORSArticle 112.(c)Power to borrow money and give securityThe Board may exercise all the powers of the Company to borrow money, and may mortgage or chargeits undertaking and property or any part thereof but not its uncalled or unpaid capital and may issuedebentures, debenture-stock, convertible loan stock and other securities whether outright or as collateralsecurity for any debt, liability or obligation of the Company or of any third party.P R O S P E C T U S 2 0 0 8PAGE 107

BANK PLCIssue of debentures(i)(ii)(iii)The Board shall have the power to issue debentures whether redeemable or irredeemable and subordinatedto all other creditors of the Company.Any bonds, debentures, stock convertible loan stock or other securities issued or to be issued by theCompany shall be under the control of the Board who may issue them upon such terms and conditionsand in such manner and for such consideration as they shall consider to be for the benefit ofthe Company.Bonds, debentures, debenture stock, convertible loan stock and other securities may be made assignablefree from any equities between the Company and the person to whom the same may beissued.(d)Any bonds, debentures, debenture stock, convertible loan stock or other securities may be issuedat a discount, premium or otherwise and with any special privileges as to redemption, guarantees,drawings, allotment of shares, attending and voting at general meetings of the Company, appointment ofDirectors and otherwise.Issue of debenture certificates(e)All certificates for debentures, debenture stock, loan stock or other securities issued in terms of thesepresents shall be issued under the seal of the Company.P R O S P E C T U S 2 0 0 8PAGE 108

BANK PLCANNEXURE ITRUST DEED FOR FOUR MILLION UNSECURED SUBORDINATED REDEEMABLE DEBENTURES 2008/2013 OF A PARVALUE OF RS. 100/- EACH ISSUED AT PAR BY SEYLAN BANK PLC WITH AN OPTION TO ISSUE AT THE DISCRE-TION OF THE BOARD A FURTHER SIX MILLION DEBENTURES IN THREE TRANCHES OF TWO MILLION DEBEN-TURES EACH IN THE EVENT THE ISSUE IS OVERSUBSCRIBEDThis Trust Deed is made on the 21st day of November Two Thousand and EightBetweenSEYLAN BANK PLC a company incorporated under the laws of Sri Lanka and a Commercial bank licensed under theprovisions of the Banking Act No. 30 of 1988 (as amended) having its registered office at Ceylinco-Seylan Towers,90 Galle Road, Colombo 3 in the Democratic Socialist Republic of Sri Lanka (hereinafter called “the Company”) ofthe ONE PARTAndDEUTSCHE BANK AG, Colombo Branch a banking corporation duly incorporated in the Federal Republic of Germany,having its Regional Head Office at No. 8, Shenton Way, #20-01, Treasury Building, Singapore 0106, andhaving a place of business in Sri Lanka at No.86, Galle Road, Colombo 3 (hereinafter called “the Trustee”) of theOTHER PART.Whereas* The Company being duly empowered in that behalf by its Articles of Association has resolved by resolutionsdated 3 rd November and 17 th November 2008 of its Board of Directors to raise a sum not exceeding RupeesOne Billion (Rs.1,000,000,000/-) by the issue of Unsecured Subordinated Redeemable Debentures 2008/2013 for that amount bearing interest at the rates hereinafter mentioned.* The said Debentures shall be constituted in the manner and upon the terms and conditions hereinaftercontained* The Trustee has agreed to accept the office of Trustee and act under the provisions of this Deed as Trustee forthe benefit of and in the interests of the Debenture Holders on the terms hereinafter contained.Now This Deed Witnesseth And It Is Hereby Declared as follows:-1. DEFINITIONS(a)In these presents unless the subject or context otherwise requires the following expressions shallhave the respective meanings given below -1. “BANKING ACT” means the Banking Act No. 30 of 1988 of Sri Lanka as amended from time totime.2. “CENTRAL DEPOSITORY” means the Central Depository Systems (Pvt) Limited.3. “COLOMBO STOCK EXCHANGE” means the Colombo Stock Exchange within the meaning of theSecurities and Exchange Commission of Sri Lanka Act.4. “COMPANY’S CERTIFICATE” would mean a quarterly certificate issued by the Company andsigned by a Director and the Secretary.5. “CONDITIONS” are those set out in the second, fourth, sixth and eighth schedules hereto.6. “DEBENTURE HOLDERS” means the holders for the time being of the Debenture whose namesare for the time being entered as holders of Debenture in the Register or in the case ofdebentures lodged with the Central Depository the person in whose account the Debenturesare lodged as at the relevant date.7. “DEBENTURE CERTIFICATE” means a certificate issued to a Debenture Holder in respect ofany Debenture or Debentures.P R O S P E C T U S 2 0 0 8PAGE 109

BANK PLC8. “DEBENTURES” shall mean Four Million (4,000,000) Unsecured Subordinated RedeemableDebentures 2008/2013 of Rupees One Hundred (Rs.100/-) each of the aggregate value ofRupees Four Hundred Million (Rs. 400,000,000/-) with an option to issue at the discretionof the Board, a further Six Million (6,000,000) Debentures in three tranches of Two Million(2,000,000) Debentures in the event of oversubscription to be issued by Seylan Bank PLCcarrying fixed/floating rate of interest catergorised as types “A”, “B”, “C” and “D” with alltypes of Debentures having a tenure of five years.9. “EVENT OF DEFAULT” means any event set out in clause 12.10. “LISTED” would mean tradable on the Colombo Stock Exchange.11. “RATE OF INTEREST’ meansType ‘A’ – Twenty decimal Five Percent per annum on par value (20.5% p.a.) payable monthlyorType ‘B’ – Twenty One decimal Five Percent per annum on par value (21.5% p.a.) payableannually; orType ‘C’ - Floating interest rate – 3 months net treasury bill rate plus 2 1/2% payablequarterly on par value.This means two and half percentage points above the simple average of the three monthweighted average treasury bill rate (after tax on interest) announced at the Primary Auctionsheld during the month preceding* the commencement of the respective quarters.Type ‘D’ - Floating interest rate – 1 year net treasury bill rate plus 2 1/2% payableannually on par value.This means two and half percentage points above the simple average of the one yearweighted average treasury bill rate (after tax on interest) announced at the Primary Auctionsheld during the month preceding* the commencement of the respective years.*In the event at least one auction is not held in the preceding month with the respectiveweighted average rates being announced, the applicable rate would be based on the averageof the auctions held in he previous month.12. “RESOLUTION” means a Resolution passed by Debentures Holders in terms of clause 21unless otherwise provided for.13. “RUPEES” and the sign “Rs” mean the lawful currency of the Republic of Sri Lanka.14. “REGISTERED ADDRESS” when used in relation to a Debenture Holder means the respectiveaddress of the Debenture Holder registered in the Register. In the case of debentureslodged with the Central Depository the registered address shall be deemed to be the addressprovided by the Debenture holder to the Central Depository.15. “SUBORDINATE” in relation to the Debentures means that the claims of the DebentureHolders shall in the event of winding-up of the Bank rank after all the claims of Secured andUnsecured Creditors of the Bank and the preferential claims under the section 365 of theCompanies Act No. 07 of 2007 but in priority to and over the claims and rights of theshareholders of the Bank.16. “THE DATE OF MATURITY” means five years as applicable for each Debenture type.17. “THE REGISTER” means the register of the Debenture Holders hereinafter covenanted to bekept by the Company.18. “THE REGISTRARS” means the Company Secretary of Seylan Bank PLC or such other personor persons to be appointed as the Registrars for the purpose of these presents by theCompany.P R O S P E C T U S 2 0 0 8PAGE 110

BANK PLC19. “THESE PRESENTS” means this Trust Deed including the Schedules hereto as from time totime modified in accordance with the provisions herein contained and or according to lawand shall include any supplementary Trust Deed executed in accordance with the provisionshereof.20. “TRUSTEE” means the trustee above named and any additional or new trustee or trusteesappointed under this Deed whether in substitution or in addition and holding office oftrustee for the time being of this deed.21. “WORKING DAY” means any day on which Banks are open for business in Sri Lanka.22. “TRUST DEED” means this presents including the Schedules hereto as from time to timemodified in accordance with the provisions herein contained and or according to law andshall include any supplementary Trust Deed executed in accordance with the provisionshereof.23. “SUBSTANTIAL” with reference to clause 12 hereof means the disposal of more than half(1/2) of the Company’s total assets.(b)Words denoting or importing the singular number shall include the plural number and vice versaand words denoting or importing the masculine gender only shall include the feminine gender andshall include corporate and unincorporated bodies of persons.(c) In these presents references to :-(i)(ii)any provision of any statute shall be deemed also to refer to any statutory modificationor re-enactment thereof or any statutory instrument, order or regulation made thereunderor under such modifications or re-enactment.principal and/or premium and/or interest in respect of the Debentures or to any moniespayable by the Company under these presents or under the Debentures shall bedeemed also to include references to any additional amounts which may be payableunder these presents.Costs, charges or expenses shall include (but not limited to) the Goods and Services Tax, TurnoverTax or similar tax charged or chargeable in respect thereof.(d)(e)References in this Trust Deed to schedules, clauses, sub-clauses, paragraphs and sub-paragraphsshall be construed as references to the schedules to this Trust Deed and the clauses, sub-clauses,paragraphs and sub-paragraphs of this Trust Deed respectively.The headings are inserted herein only for convenience and shall not affect the construction ofthese presents.2. APPOINTMENT OF THE TRUSTEEThe Trustee is hereby appointed as Trustee for the purposes of the Debentures and for the benefit of andin the interests of the Debenture Holders as provided herein and the Trustee accordingly accepts theappointment to the terms and conditions contained herein and agree to act under the provisions of thisDeed as the Trustee.3. AMOUNT OF THE DEBENTURE ISSUEThe aggregate principal amount of the Debentures is limited to Rupees One Billion(Rs. 1,000,000,000/-) consisting of four tranches with the first tranche being for Rs.400,000,000/- andthree further tranches of Rs.200,000,000/- each.P R O S P E C T U S 2 0 0 8PAGE 111

BANK PLC4. COVENANTS TO REPAY PRINCIPAL AND INTEREST4.1 Debenture Holders who have not deposited the Debentures with the Central Depository(a)(b)The Company hereby covenants with the Trustee for the benefit of the Debenture Holdersthat it will as and when the Debenture ought to be redeemed in accordance withthe provisions of these presents and upon surrendering the Debenture Certificate tothe Registrars, the Company will pay to the Debenture Holder registered as at date ofpayment by crossed cheques marked account payee only sent by ordinary mail to theRegistered Address of the Debenture Holder the principal amount of the Debenturewhich ought to be redeemed and interest (if any) remaining unpaid to the date ofrepayment and the Company will in the meantime and until the whole of the Debentureshall have been redeemed pay to the Debenture Holders at the Registered Addressgiven to the Company interest on the principal amount of the Debenture for the timebeing outstanding at the said rate of interest. Monthly interest payments (Type ‘A’)will be made within three days from the end of the month and annual and floatinginterest payments (Type ‘B’ and Type ‘D’) will be made within three days from 31stDecember each year and quarterly interest payment (Type ‘C’) will be made within threedays from the end of each quarter until redemption, which will be on or before 8thJanuary 2014 (in the event that allotment of Debentures will be made on or before 9thJanuary 2009). Interest calculation will be based upon the actual number of days ineach month/year/quarter.The Debenture Certificate will be redeemed at par on the date of maturity togetherwith interest (if any) remaining unpaid therefor.If the Debenture remains not redeemed on the date of maturity shall be redeemed bythe Company at par subject to the provisions of clause (d) hereunder.(c)(d)(e)On the date of maturity the holder of every such Debenture Certificate to be redeemedshall be bound to surrender such Debenture Certificate, either by person or throughregistered post to the Registrars.If any Debenture Holder fails or refuses to claim by surrender of the Debenture Certificateand receive payment of the redemption monies payable to such Debenture Holder,or any part thereof the amount due to him shall be transferred by the Company to asuspense account at the end of 90 days after the date of maturity and shall be paid bythe Company to the holder of the Debenture when the Debenture Certificate is surrenderedand the Company may in its discretion pay interest thereon at the rate thenapplicable to savings accounts maintained by its customers from the date of transfer.For the period of 90 days between the date of maturity and transfer to a suspenseaccount no interest will be payable. Any redemption and interest payments sent bypost to the Debenture holders, which are returned shall be transferred by the Companyto the aforementioned suspense account and retained therein for a period of six years.No person shall be entitled to claim any such redemption and interest payment afterthe completion of six years.All Debenture Certificates redeemed as aforementioned shall be cancelled and shall notbe reissued.4.2 Debenture Holders who have deposited Debentures with the Central Depository(b)(a)‘Re provisions of the clause 4.1 shall mutatis mutandis apply to the Debenture Holderswho have deposited the Debentures with the Central Depository subject to the variationsset out in (b) to (d) of this clause 4.2.The Company shall always act on the information furnished by the Central Depository andit shall be the responsibility of each such Debenture Holder to keep all the information inP R O S P E C T U S 2 0 0 8PAGE 112

BANK PLCrespect of him updated. Each holder shall absolve the Company from any responsibility orliability in respect of any error or absence of necessary changes in the information recordedwith the Central Depository.(c)(d)The Company shall be entitled to make payment on redemption of all such Debentures onthe date of maturity to such Debenture Holder without any request for claim from suchDebenture Holder and the Registrars shall accordingly send the crossed cheques markedaccount payee only for such payments to the address (as furnished by the Central Depository)of such Debenture Holder and such payment shall be deemed to be a payment dulymade by the Company to the respective Debenture Holder in redemption of the Debentureof such Holder.If any of the cheques referred to in (c) above is returned undelivered to the Registrars theCompany shall transfer the amount represented by each of such return cheques to thesuspense account referred to in the Clause 4.1(d) above.4.3 Liquidated damages on defaulted amountsIn case of default in redemption of Debentures, interest and all other monies (except liquidateddamages) on their respective due dates, the Company shall pay on the defaulted amounts liquidateddamages at the rate of 12% p.a. for the period of default.5. THE DEBENTURES AND RELEVANT STAMP DUTIES(a)The Company shall within 20 market days from the date of closing of the issue deposit theDebentures with the Central Depository, on account of the Debenture Holders who maintain accountswith the Central Depository in accordance with the Rules of the Central Depository whenproperly requested by the respective Debenture Holder.The Company shall within 25 market days from the date of closing of the issue send by registeredmail the Debenture Certificates to those Debenture Holders who have requested same.(b)(c)Subsequent deposits of Debentures in the Central Depository may be made if requested by anyDebenture Holder.The Company shall pay all stamp duties, and other similar duties or taxes (if any) payable on or inconnection with (i) the initial issue of the Debentures and (ii) the execution of these presents.6. THE ISSUE OF FURTHER DEBENTURES(a) The Company shall be at liberty from time to time with the approval of the Central Bank of Sri Lankaand subject to quotation and approval by the Colombo Stock Exchange, to create and issue furtherDebentures ranking pari passu in all respects so as to form a single series upon such terms as to beconstituted by a trust deed supplemental to these presents.(b)A memorandum of every such supplemental deed shall be endorsed by the Trustee on the original ofthis Trust Deed and by the Company on the counterpart original of this Trust Deed.7. PROCEDURE FOR APPLICATIONThe Debenture may be issued to:(a) Citizens of Sri Lanka who are resident in Sri Lanka.(b) Corporate bodies and societies incorporated in Sri Lanka and authorised to invest in the Debentures.P R O S P E C T U S 2 0 0 8PAGE 113

BANK PLC(c) Approved Provident Funds and Contributory Pension Schemes registered/incorporated/establishedin Sri Lanka and authorised to invest in Debentures.8. ISSUE OF CERTIFICATESThe Company shall issue to every Debenture Holder one certificate in respect of the units of Debenturesheld by him. Debenture Holder shall be entitled to only one certificate for any Debenture held jointly bythem which certificate shall be delivered to that one of the joint holders whose name first appears in theRegister of Debentures and the Company shall not be bound to register more than two persons as thejoint holders of any of the Debentures. The Debenture Holder may apply in writing to the Company forthe issue of more than one certificate for two or more units of Debentures if he so wishes. Upon thecertificate which it is applied to be replaced by two or more certificates being surrendered to theCompany and on payment of such fee as the Company may determine from time to time for such issue theCompany shall be obliged to issue to the applicant Debenture Holder two or more certificates for such asthe applicant may apply for. The certificates shall be substantially in the form set out in the First and/or Third and/or Fifth and/or Seventh Schedules hereto and have endorsed thereon the conditions mentionedin the said Second and/or Fourth and/or sixth and/or Eighth Schedules hereto and the certificateshall be held subject to and with the benefit of all such conditions or such other conditions (havingsubstantially the same effect) as may be endorsed on any Debenture Certificate. Every Debenture Certificateshall be under the seal of the Company affixed with the authority of its Directors and in the mannerprovided by its Articles of Association for the time being of the Company.9. TRANSFER OF DEBENTURES(a) The Debentures are transferable free from any equities or set off between the Company and theoriginal or any intermediate holder. The Debenture shall be transferable and transmittable throughthe Central Depository as long as the Debentures are listed in the Colombo Stock Exchange, theCompany may register without assuming any liability any transfer of Debentures, which are in accordancewith the rules and regulations in force for the time being as laid down by Colombo StockExchange and the Central Depository.(b) These Debentures shall be freely transferable and registration of such transfers shall not be subject toany restrictions save and except to the extent required for compliance with statutory requirements.(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 thedeceased is in law not compulsory the heirs of the deceased where he was the sole or onlysurviving holder; shall be the only persons recognised by the Company as having any title to hisDebentures.(d)Any person becoming entitled to any Debenture in consequence of bankruptcy or winding up of anyDebenture Holder, upon producing proper evidence that he sustains the character in respect of whichhe proposes to act or his title as the Board of Directors of the Company thinks sufficient may in thediscretion of the Board be substituted and accordingly registered as a Debenture Holder in respect ofsuch debenture subject to the applicable laws and rules, regulations of the Central Depository and theCompany.A change of ownership of these Debentures shall be in writing under the hand of the Debenture Holder(or where appropriate by persons authorised by law to do so) and of the transferee and shall bedelivered to (along with this Debenture Certificate) and retained by the Company. Subject to such ofthe restrictions [as indicated in (c) and (d)] as set out in this Clause as may be applicable all transfersof Debentures may be effected by instrument in writing in any usual or common form.P R O S P E C T U S 2 0 0 8PAGE 114

BANK PLC10. COVENANT TO OBSERVE PROVISIONS OF THE TRUST DEED AND SCHEDULESThe Company hereby covenants with the Trustee to comply with those provisions of these presents whichare expressed to be binding on it and to perform and observe the same.It is expressly agreed between the Company and the Trustee that the Trustee shall not be liable for anyloss or damage however caused by non observance or non compliance with covenants contained in Clause11 by the Company.11. COVENANTS BY THE COMPANYThe Company hereby covenants with the Trustee for the benefit of the Debenture Holders that, so long asany of the Debentures remain outstanding : -(a) The Company shall at all times carry on and conduct its affairs in a proper and appropriate manner.(b) The Company shall at all times keep such books of account as it is obliged to keep under the BankingAct and other applicable laws and (to the extent not prohibited by law or otherwise by virtue of anyBanker’s duty of confidentiality) at any time after an Event of Default shall have occurred or theTrustee shall have reasonable cause to believe that an Event of Default will occur, allow an AuditFirm approved as a member of the Panel of Auditors under the Banking Act appointed by the Trusteein consultation and with the approval of the Director Bank Supervision of the Central Bank of SriLanka, free access to the same at all times during business hours and to discuss the same with theDirectors and Officers of the Company; PROVIDED however the Trustee and the Audit Firm shallmaintain confidentiality in respect of all the matters relating to the Company and its business andshall not use any information they acquire pursuant to these provisions for any other purpose.(c) The Company shall give a certificate in writing to the Trustee that interest and principal {as set outin Item (a) of the Annexure} has been paid to the Debenture Holders in terms of the clause (4.1) andclause (4.2).(d) The Company shall at all times keep a correct Register of Debenture Holders showingi .ii.The names and addresses (which shall be the Registered Addresses of the Debenture Holders) of allDebenture Holders.The value of Debentures held by each Debenture Holderiii. The date on which each Debenture Holder became registered as the holder of any Debentures and thedate on which he ceased to be so registered. Provided however, that in the case of debentures thatare lodged with the Central Depository, the Company may treat the records maintained by the CentralDepository as an accurate record of the details required herein above.(e) The Company shall permit :-i. the Trustee at all reasonable times without payment of any fee to inspect the Register of DebentureHolders and to take copies thereofii.the Debenture Holder at all reasonable times without payment of any fee to inspect the Register ofDebenture Holders and to take copies thereof.(f) The Company may demand a fee of Rs. 200/- for the registration of any change of ownership of thedebentures. If the Debenture Certificate is worn, defaced, lost or destroyed it may be renewed onthe payment of such fee not exceeding Rs. 50/- and on such terms as to evidence and indemnity asthe Board of Directors of the Company shall think fit. In the event of loss of a Debenture Certificatethe Company shall require an advertisement to be placed in one of the main newspapers in dailycirculation, and the cost of such advertisement shall be borne by the Debenture holder. Any stampduty payable on such renewal shall be borne by the Debenture holder.P R O S P E C T U S 2 0 0 8PAGE 115

BANK PLC(g) (i)The Company shall forthwith upon the Company becoming aware of the happening of any andevery such event as is mentioned in clause 12 hereof give notice thereof in writing to the TrusteePROVIDED that the company shall in any event issue a certificate to the Trustee {as set out inItem (b) of the Annexure} at the end of every three months commencing 31 st March 2009 (in theevent that the allotment of Debentures will be made on or before 9th January 2009) certifyingthat no event mentioned in paragraphs (a) - (j) of clause 12 hereof has occurred during theprevious quarter which would have resulted in the Debentures becoming payable in terms of thesaid clauses 12.(ii)(i)The Company shall submit a certificate to the Trustee {as set out in Item (c) of the Annexure} at theend of every quarter commencing 31 st March 2009 certifying that each and all of the covenantsset out in this clause II have been complied with in addition to the details required therein alsoinform the Trustee:whether or not any limitation of liabilities as prescribed by the Trust Deed have been exceeded;(ii) whether or not the Company has observed and performed all the covenants and obligations bindingupon them by or pursuant to the Trust Deed;(iii) whether or not any material trading or capital loss which could affect the ability of the Company tomeet the obligations under the Debentures have been sustained by the company;(iv) whether or not any circumstances materially affecting the Company and which adversely affect theability of the Company to meet its obligations under the Debentures has occurred;(v) whether any contingent liabilities which will materially affect the Company to meet the obligationsunder the Debentures have occurred and if so, the extent of such liabilities;(vi) whether or not there has been any change in any accounting method or method of valuation of assetsor liabilities and whether or not any circumstances have arisen which render adherence to theexisting method of valuation of assets or liabilities misleading or inappropriate, and;(vii) whether there has been any substantial change in the nature of the Company’s business since theissue of the Debentures.(h) The Company shall issue to the Trustee such certificates as the Trustee may require to carry out itsobligations in terms of these presents. PROVIDED such certificates can be issued by the Companywithout committing any breach of its duty of confidentiality to its customers.(i) The Company shall reproduce the Trust Deed in full in the prospectus relating to the issue of theseDebentures, and shall make available to any Debenture Holder on request a copy of the TrustDeed upon payment of a fee of Rs. 50/=.(j) The Company will send to the Debenture Holders and the Stock Exchange a profit and loss statementand balance sheet prepared in accordance with Section 8 of the Listing Rules of the Colombo StockExchange as amended from time to time, before the expiry of two months from the end of each halfyear.(k) The Company shall send the Trustee all published financial and other information, which isnormally provided to ordinary shareholders at the same time that it is sent to the shareholders.(l) The Company shall utilise the proceeds of the issue for the following purposes :(a) To expand the capital base of the Bank in order to maintain capital adequacy requirements inaccordance with the Banking Act Direction No.9 of 2007 “Maintenance of Capital AdequacyRatio” issued by the Central Bank of Sri Lanka.(b) To increase the medium term fund base to match the medium to long term lending of the Bank.P R O S P E C T U S 2 0 0 8PAGE 116

BANK PLC(c) To provide investors an opportunity to earn a regular fixed / floating income over the next fiveyears by subscribing to the rated, listed debentures.(m) The proceeds of the Debenture Issue will be utilized only for the objectives stated in the Prospectusand the Trust Deed.(n) The Company shall not without the prior written permission of the Trustees:(i) Declare or pay any dividend to its shareholders during any financial year unless it has paid all the duesto the Debenture Holders / Trustees upon the date on which the dividend is proposed to be declaredor paid or has made satisfactory provisions therefor.(ii)Create any subsidiary or permit any Company to become its subsidiary.(iii) Undertake or permit any merger, consolidation, re-organisation, scheme of arrangement orcompromise with its creditors or shareholders or effect any scheme of amalgamation orreconstruction.(o)The Company shall re-imburse all expenses incurred by the Debenture Holders / Trustees after anevent of default has occurred in connection with;(i) Preservation of the Company’s assets (whether then or thereafter existing).(ii) Collection of amounts due under this Agreement.All such sums shall be re-imbursed within 30 days from the date of notice of demand from the DebentureHolders or Trustees. In the case of default in making such re-imbursements the Company shall also pay onthe defaulted amounts, liquidated damages at the rate of 12% p.a. from the expiry of 30 days from the dateof demand till re-imbursement.Provided in any event that the Company shall give the Trustee immediate notice if they become aware thatany condition of the Trust Deed cannot be fulfilled.12. EVENTS OF DEFAULTSubject to the provisions of clause 13, the Debenture shall become immediately payable in any of thefollowing events:a) If the Company makes default in the payment of any interest due on the whole or any part of theDebenture after the date when such interest is by these presents made payable.b) If the Company make default in the payment of any principal monies payable under these presents inrespect of any Debenture.c) If the Company stops or threatens to stop payment of its debts or ceases to carry on its business.d) If an order shall be made or an effective Resolution shall be passed for the winding up of theCompany.e) If the Company commits a breach of any of the covenants or provisions herein contained and on itspart to be observed and performed provided however that the Trustee shall give the Company upto 30days notice before declaring such breach to be an event of default.f) If the Company’s Banking License is suspended or revoked by the Monetary Board of Sri Lanka.g) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary, certifying that interest has been paid to theDebenture Holders in terms of the Trust Deed.P R O S P E C T U S 2 0 0 8PAGE 117

BANK PLCSuch Certificates should be received by the Trustee within 14 days of the payment of interest and/orprincipal.h) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary certifying that no event mentioned inparagraphs (a) - (j) of this clause hereof has occurred during the previous quarter which would haveresulted in the Debentures becoming payable in terms of this Clause.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.i) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary certifying that all of the covenants set outin clause 11 of the Trust Deed have been fully complied with.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.j) If the Company without the written consent of the Trustee sells or otherwise dispose of the whole orany substantial part of its undertakings or its assets13. APPROVAL OF CENTRAL BANKRepayment before maturity of the principal sum on a Debenture or any part thereof in any circumstanceshall be subject to the prior written approval of the Director Bank Supervision of the Central Bank of SriLanka and the approval of 3/4th of the Debenture Holders in nominal value of the Debentures outstandingwhen the principal sum is repaid before maturity.14. ENFORCEMENT OF OBLIGATIONSAt any time after the Debenture shall have become repayable on maturity or otherwise under any provisionof these Presents, the Trustee may at its discretion, or upon the request in writing of the DebentureHolders of at least one fifth (1/5) in nominal value of the Debentures outstanding, and in the event thatthere is no Trustee, the Debenture Holders pursuant to an Special Resolution and without any furthernotice, may institute such proceedings as they think fit to enforce repayment obligations of the Companyunder these Presents.Provided that nothing in these Presents shall preclude a Debenture Holder from initiating legal action onhis own right.Provided further that any such action by the Trustee shall be made in consultation with the Director ofBank Supervision of the Central Bank of Sri Lanka and in accordance with the provisions of the BankingAct No. 30 of 1988.15. APPLICATION OF MONIES RECEIVED BY THE TRUSTEEIn the event of the Trustee recovering or receiving any monies from the Company consequent to anyaction taken by the Trustee with the written approval of the Director of Bank Supervision of the CentralBank of Sri Lanka against the Company the Trustee shall apply such monies(a)(b)In the first place in paying or providing for the payment or satisfaction of the costs chargesexpenses and liabilities incurred in or about the execution of the trust constituted by thesepresents (including remuneration of the Trustee) and shall apply the residue of such monies.Secondly in or towards payment to the Debenture Holders of all arrears of interest remainingunpaid on the Debentures held by them respectively.P R O S P E C T U S 2 0 0 8PAGE 118

BANK PLC(c)(d)Thirdly in or towards payment to the Debenture Holders of all principal monies due in respect ofthe Debenture held by them respectively andFinally shall pay the surplus (if any) of such monies to the Company or its assigns.PROVIDED that at the discretion of the Trustee payments may be made on account of principal moniesbefore the interest or the whole of the interest on the Debenture have been paid but such alteration inthe order of payment of the principal monies and interest shall not prejudice the right of the DebentureHolder to receive the full amount to which they would have been entitled if the ordinary order ofpayment had been observed. Any payment to the Debenture Holder under this clause shall be made paripassu in proportion to the Debentures held by them respectively without any preference or priority onaccount of the date of issue or otherwise howsoever.16. REMUNERATION OF THE TRUSTEE(a) The Trustee shall by way of remuneration for its services be paid by the Company during thecontinuation of these presents at the rate of Rupees Forty Five Thousand (Rs.45,000/-) perquarter or such other sum as the Trustee and the Company may agree from time to time in additionto all statutory levies on such remuneration and any costs, charges and expenses incurred inconnection with the performance of its duties as Trustee.(b)The Company shall also pay or discharge all costs, charges, liabilities and expenses properly incurredby the Trustee in relation to the preparation and execution of these presents and theTrustee shall have the right of indemnity given by law to Trustees provided always the Trustee mayretain and pay itself out of any monies in its hands upon the trusts constituted by these presentsall sums owing to it in respect of such remuneration costs charges expenses or indemnity.17. GENERAL POWERS OF THE TRUSTEEWithout prejudice to the powers and relieves conferred on trustees by general law by these presents or bythe laws relating to Trusts the Trustee shall have the following powers.(a)(b)The Trustee may in relation to these presents act on the opinion or advice of or a certificate orany information obtained from any lawyer, banker, valuer, surveyor, broker, auctioneer, accountantor other expert (whether obtained by the Trustee, the Company, any subsidiary of theCompany, any holding company of the Company or any subsidiary of any such holding company)and shall not be responsible for any loss occasioned by so acting; any such opinion, advice,certificate or information may be sent or obtained by the Trustee shall not be liable for actingon any opinion, advice, certificate or information purporting to be so conveyed although thesame shall contain some error as long as the Trustee has acted in good faith;The Trustee shall as regards all the Trusts, powers authorities and discretion’s vested in it bythese presents or ,by operation of law, have absolute and uncontrolled discretion as to theexercise or non-exercise thereof and the Trustee shall not be responsible for any loss, costs,damages, expenses or inconvenience that may result from the exercise or non-exercise thereofbut whether the Trustee is under the provisions of these presents bound to act at the request ordirection of the Debenture Holders the Trustee shall nevertheless not be bound unless firstindemnified to its satisfaction against all actions, proceedings, claims and demands to which itmay render itself liable and all costs, charges, damages, expenses and liabilities which it mayincur by so doing. However nothing in this clause shall preclude a Debenture Holder from filingaction on his own if he so wishes;(c) To summon any meeting of the Debenture Holders in accordance with the provisions of Clause 21hereof;(d)In case of default by the Company, the Trustee may but shall not be bound unless directed eitherby an instrument in writing signed by the Debenture Holders of at least Seventy Five per centumP R O S P E C T U S 2 0 0 8PAGE 119

BANK PLC(75%) in nominal value of Debenture(s) for the time being outstanding or in accordance with anspecial resolution passed by the Debenture Holders in accordance with clause 21 of these presents,to waive such terms and conditions as they shall deem expedient any of the covenants andprovisions contained in these presents on the part of the Company to be performed and observed.(e)The Trustee as between itself and the Debenture Holders shall have full power to determine allquestions and doubts arising in relation to any of the provisions of these presents and everysuch determination, whether made upon a question actually raised or implied in the acts orproceedings of the Trustee. If a Debenture Holder is not satisfied with the said determinationprovided by the Trustee then, the Debenture Holder may challenge such determination in a courtof law;PROVIDED* Such Debenture Holder has the written consent of the Debenture Holders of at least tenper centum (10%) in nominal value of Debentures for the time being outstanding* Such application to Court of Law is instituted within thirty (30) days of notification ofsuch determination to the Debenture Holders.(f)(g)(h)(i)(j)The Trustee may, in the conduct of the trusts of these presents, instead of acting through itsstaff, employ and pay a professional person, to transact or conduct, or concur in transacting orconducting, any business and to do or concur in doing all acts required to be done by theTrustee;The Trustee shall not be liable to the Company or any Debenture Holder by reason of havingrecognised or treated as a Debenture Holder any person subsequently found not to be so entitledto be recognised or treated;Whenever in these presents the Trustee is required in connection with any exercise of its powers,trusts, authorities or discretions to have regard to the interests of the Debenture Holders, itshall have regard to the interests of the Debenture Holders as a class and in particular, butwithout prejudice to the generality of the foregoing, shall not be obliged to have regard to theconsequences of such exercise for any individual Debenture Holder resulting from his or itsbeing for any purpose domiciled or resident in, or otherwise connected with, or subject to thejurisdiction of, any particular territory; andThe Trustee may accept a certificate signed by any two Directors of the Company that allDebentures have been redeemed or relating to any other matter primarily in the knowledge ofthe Company as sufficient evidence thereof and such Certificate shall be a complete protectionto the Trustee who acts thereon.The Trustee shall give notice in writing to the Debenture Holders as and when the Trustees arenotified by the Company of any occurrence mentioned in Clause 12 or any condition of the TrustDeed which cannot be fulfilled.PROVIDED nevertheless that none of the provisions of these presents shall in any case in whichthe Trustee has failed to show the degree of care and diligence required by it, having regard tothe provisions of these presents conferring on the Trustee and powers, authorities or discretions,relieve or indemnify the Trustee against any liabilities which by virtue of any rule of law wouldotherwise attach to it in respect of any negligence, default, breach of duty or breach of trust ofwhich it may be guilty in relation to its duties under these presents.PROVIDED FURTHER that nothing contained herein shall be construed either as imposing anyobligations on the Trustee to monitor the performance by the Company in the repayment ofmonies due to the Debenture Holders or requiring the Trustee to assess the ability of theCompany to repay the interest or the Capital or any part thereof.P R O S P E C T U S 2 0 0 8PAGE 120

BANK PLCFor the avoidance of doubt, the obligation to repay the obligations under the Debenturesshall remain with the Company, and the Trustees shall not be liable for any act, omission ordefault of the Company or for any loss due to any cause beyond its control.The Trustee shall not be considered, nor have any responsibility or liability, as a lender orborrower. The Trustee’s role shall be passive and the Trustee shall not have any duty otherthan those expressly stated in this Trust Deed.The Trustee shall also not be liable to take any action in relation to any event of defaultwhich it is not aware of, nor for consequential or indirect loss.The Company shall fully indemnify the Trustee from any liability, claim, expense, damage orloss that the Trustee may incur in connection with this Trust Deed, provided that theCompany shall not be obliged to indemnify the Trustee if the liability, claim, expense, damageor loss is due to the Trustee’s negligence or willful default.The Trustee shall be entitled to reply, rely and act on any document or instrument which itreceived and to treat it as authentic and authorised unless it has actual notice otherwise,provided that the Trustee has acted with reasonable care and in good faith.The Trustee is authorised to disclose information to a regulator, where required by law, and/orto a branch, head office, subsidiary or agent of the Trustee in connection with this Trust Deed,subject to obtaining prior written approval of the Company, provided that the Trustee shalldisclose on a need to know basis only, and the recipients shall be informed of the confidentialityof the information released.18. APPOINTMENT OF TRUSTEESubject to the provisions of these presents, the power of appointing new trustees shall be vested in theCompany. Notice of such appointment shall be given to the Debenture Holders within 30 days of suchappointment by an advertisement published in Newspapers in all three languages (Sinhala, Tamil andEnglish) of its choice circulating in Sri Lanka. A new Trustee so appointed by the Company must beapproved by Debenture Holders of not less than one fifth (1/5) of the nominal value of Debentures forthe time being outstanding.In the event the Company does not or cannot exercise its power to appoint a Trustee and there being noTrustee appointed as of 30 days before the retirement of the Trustee taking effect in accordance withClause 20, the Debenture Holders of not less than 10% of the nominal value of the Debentures in issuemay convene a meeting to appoint a Trustee by an extra ordinary resolution. Notwithstanding anythingto the contrary herein contained, a meeting for this purpose may be convened by any Debenture Holderand a Resolution passed by a clear majority in nominal value of the outstanding Debentures present inperson or by proxy or by attorney.Provided that the Debenture Holders may by Special Resolution passed according to the provisions ofClause 21 at a General Meeting of such Debenture Holders remove the Trustee.19. COMPLIANCE OF A MAJORITY OF TRUSTEES(a) The number of the trustees shall not be less than two unless a corporation or company isappointed as a trustee under these presents.(b)(c)If there be more than one trustee under these presents the trustees shall unanimously exerciseall or any of the trusts powers and discretion vested in the trustees generally under any clauseof these presents.Any of the trustees under these presents who shall be employed in any profession or businessshall be entitled to and shall be paid all usual and proper professional charges for any businessor work done by him or his firm in carrying out the trusts hereof.P R O S P E C T U S 2 0 0 8PAGE 121

BANK PLC20. RETIREMENT OF TRUSTEEIn the event of the Trustee desiring to retire, the Trustee shall give not less than 90 days notice to theCompany in writing to that effect, and the Company shall thereupon appoint a new Trustee in accordancewith Clause 18 of these presents. Upon the expiry of the said notice of 90 days, the Trustee shall bedeemed to have ipso facto vacated its office whether or not a new Trustee has been appointed in itsplace. The Trustee is not obliged to give reason for its retirement.In the event of such a retirement, the Trustee shall publish a notice to this effect in Newspapers in allthree languages (Sinhala, Tamil and English) of its choice circulating in Sri Lanka and such notice shallbe deemed to be sufficient notice to the Debenture Holders notwithstanding anything to the contraryherein contained.21. MEETINGS OF DEBENTURE HOLDER(S)(a)(b)(c)(d)(e)(f)(g)(h)The Trustee shall call a meeting/ cause a meeting to be called of Debenture Holder(s) withnotice to the Company, and all Debenture Holder(s) on a requisition being received in writingsigned by Debenture Holder(s) of at least 1/10th of the nominal amount of Debentures for thetime being outstanding or if requested by the Company.Not less than 15 working days notice shall be given of a meeting for the purpose of passing aResolution.The quorum for the meeting (other than adjourned meeting) for the purpose of passing aResolution shall be the Debenture Holders representing 10% of the nominal value of the debenturesfor the time being outstanding, provided however, that the quorum for passing an extraordinaryresolution should be the holders of a clear majority in nominal value of the outstandingDebentures present in person or by proxy or by attorney.If such a quorum cannot be obtained, such meeting shall be adjourned for not less than fourteen(14) days in which event notice of adjourned meeting shall be sent to every DebentureHolder and shall state in such notice that if a quorum as above defined shall not be present atthe adjourned meeting the Debenture Holders then present shall form a quorum.The necessary majority for passing an extra ordinary resolution shall not be less than 3/4th ofthe persons voting thereat on a show of hands and if a poll is demanded then not less than3/4th of the votes given on such poll.On a poll, each Debenture Holder will be entitled to one vote for each unit of Debenture held bysuch person.A proxy need not be a holder of the Debentures.The Trustee shall be chairman of any meeting of Debenture Holders and shall appoint a personor body to act as a secretary of such meeting and a certified copy by the Trustee and suchsecretary of the Resolution shall deem to be conclusive evidence that such Resolution has beenduly adopted.If however, any resolution affecting the rights attached to the Debenture Holders is placedbefore the Shareholders, such special resolution will first be placed before the Debenture Holdersfor their consideration.22. MODIFICATIONS OF THE TRUST DEEDThe Trustee and the Company may by mutual agreement agree to modify these presents provided suchmodifications are of a routine nature and not detrimental to the interests of the debenture holders.Provided however that any modification to these presents shall only be made with the written approvalof the Central Bank of Sri Lanka and with the consent of the debenture holders of at least 3/4 th in nominalP R O S P E C T U S 2 0 0 8PAGE 122

BANK PLCvalue of the debenture for the time being outstanding.Upon a modification being duly made, the Company may request Debenture holders to produce theirDebenture Certificates to the Company in order that a memorandum of such modification may be endorsedthereon.23. NOTICESAny notice or demand to the Company, Debenture Holder(s) or the Trustee required to be given, made orserved for any purpose hereof shall be given, made or served by sending the same by prepaid registeredpost in the case of Company or Trustee and by prepaid ordinary mail in the case of Debenture Holder(s),telegrams, cablegrams, telex or by facsimile transmission or by delivering it by hand to the Company,Debenture Holder or the Trustee as the case may be, in the case of the Company or the Trustee at theaddress shown in this Deed and in the case of Debenture Holder(s) to the address which appear in theDebenture Certificate or at such other address as shall have been notified (in accordance with thisClause) for the purpose of this Clause, and any notice sent by post as provided in this Clause shall bedeemed to have been given, made or served 48 hours after dispatch and any notice sent by telegram,cablegram, telex or facsimile transmission as provided in the Clause shall be deemed to have been given,made or served at the time of dispatch and in proving the giving, making or service of the same it shallbe sufficient to prove, in the case of a letter, that such letter was properly stamped, addressed and placedin the post and, in the case of a telegram, cablegram, telex or facsimile transmission that such telegram,cablegram, telex or facsimile transmission was duly despatched and received in the readable and understandablecondition.The Trustee shall at any time be entitled to give notice of any meeting or make any communication to theDebenture Holder by notice published in Newspapers in all three languages (Sinhala, Tamil and English)of its choice circulating in Sri Lanka and such notice will notwithstanding anything to the contrary hereincontained the original agreement be deemed to be sufficient notice to the Debenture Holder includingthe provisions of the above clause.24. MISCELLANEOUS(a)Nothing in the provisions of these presents shall require disclosure to the Trustee by the Companyof any information as to the affairs of any of its customers except(i) when required to do so by a Court of Law; or(ii) in order to comply with any of the provisions of any LawPROVIDED however the Company shall be obliged to furnish to the Audit Firm referred to in the clause II (b) information in respect of the Company’s assets and liabilities.(b)(c)The Company and the Trustee are two licensed commercial banks in Sri Lanka and their interbank relations shall not in any away be restricted or curtailed by reason of the Trustee acting asthe trustee under these presents.In the event of any inconsistency between these provisions and any rules, regulations or directionsof the Monetary Board of the Central Bank of Sri Lanka, and the Colombo Stock Exchangesuch rules, regulations or directions shall prevail.P R O S P E C T U S 2 0 0 8PAGE 123

BANK PLCTHE FIRST SCHEDULE REFERRED IN THE TRUST DEEDSEYLAN BANK PLCIncorporated under the Companies Act No. 17 of 1982 and registered under the Companies Act No.07 of 2007ISSUE OF FOUR MILLION (4,000,000) UNSECURED SUBORDINATED REDEEMABLE DEBENTURES 2008/2013 OFTHE AGGREGATE VALUE OF RUPEES FOUR HUNDRED MILLION (RS. 400,000,000/-) AT A PAR VALUE OF RUPEESONE HUNDRED (RS.100/-) EACH WITH AN OPTION TO ISSUE AT THE DISCRETION OF THE BOARD A FURTHERSIX MILLION (6,000,000) DEBENTURES IN THREE TRANCHES OF TWO MILLION (2,000,000) DEBENTURES EACHIN THE EVENT OF OVERSUBSCRIPTION.UNSECURED SUBORDINATED REDEEMABLE DEBENTURE 2008/2013 CERTIFICATECERTIFICATE NO ………….PRINCIPAL SUMRs ............TYPE “A”MONTHLY(20.5% p.a.)1. SEYLAN BANK PLC (hereinafter called the Company) having its registered office at Ceylinco-Seylan Towers90 Galle Road, Colombo 3, will pay on the 8th day of January 2014 or such earlier date as the principalmonies hereby covered become payable under the conditions endorsed on the reverse hereof and theterms and conditions in the Trust Deed referred to in the conditions endorsed on the reverse hereof(hereinafter referred to as “the said Trust Deed”) pay at par to the person (s) named in the Schedule tothis Debenture or the registered holder(s) for the time being hereof (hereinafter called “the DebentureHolder”) at the Bank’s Head Office in Colombo, Sri Lanka the Principal sum set forth in the Schedulehereto representing the value of the Debentures covered by this Debenture Certificate (hereinafter called“these Debenture”).2. The value of these Debenture is subject to redemption in one instalment on 8th Jnauary 2014 unless thesame become payable on an earlier date under the conditions endorsed on the reverse hereof and theterms and conditions of the said Trust Deed.3. The rights of the Debenture Holder for payment of interest, principal or any other monies in theseDebentures are Subordinate to the rights of the secured and unsecured creditors of the Company and thepreferential claims under the Section 365 of the Companies Act No. 07 of 2007 but in priority to and overthe claims and rights of the shareholders of the Company.4. Interest on these Debentures will be payable at the rate of 20.5% per annum on par value payablemonthly on the last working day of every month. The first interest payment will be made on 31st January2009 The final interest payment will be made with the repayment of the principal monies on the date ofredemption. In order to be compatible with the DEX system the day count for the interest calculation willbe on an “Actual/Actual” basis based upon the actual number of days in each month.5. Notwithstanding the foregoing if the dates fixed as aforesaid for the payment of the principal sum orinterest thereon are dates on which Banks are closed for business, then payment shall be made on thedates immediately prior thereto when the Banks are open for the business.6. This Debenture Certificate is issued subject to the conditions contained herein and on the reverse hereofand the terms and conditions in the said Trust Deed which is deemed to be part hereof and all constitutingintegral parts of this Debenture.P R O S P E C T U S 2 0 0 8PAGE 124

BANK PLCThe Schedule Above Referred ToName of Debenture holder Number of Debentures Principal Sum (the total value ofThe particular Debentures (Rs.)NIC/PP/Co.Reg No.……………………….Given under the common seal of Seylan Bank PLCOn this…….day of ………………….…………………..Director……………………Director / SecretaryTHE SECOND SCHEDULE REFERRED IN THE TRUST DEEDTHE CONDITIONS ENDORSED ON THIS DEBENTURE1. These Debentures are part of a series of Ten Million (10,000,000) Unsecured Subordinated RedeemableDebentures 2008/2013 of the aggregate value of Rupees One Billion (Rs.1,000,000,000/-) consisting offour tranches with the first tranche being 4,000,000 Debentures and three further tranches of 2,000,000each at a par value of Rupees One Hundred (Rs.100/-) subject to the conditions of this DebentureCertificate and the terms and conditions of the Trust Deed No 313 dated 21st November 2008 andattested by C. Kotigala Notary Public of Colombo (hereinafter referred to as “the said Trust Deed”)2. These Debentures of the said series are all to rank pari passu and without any preference or priority oneover another.3. The Company shall issue to every Debenture Holder one certificate in respect of the units of Debenturesheld by him but a Debenture Holder shall be entitled to only one certificate for any Debentures heldjointly by them which certificate shall be delivered to that one of the joint holders whose name firstappears in the Register of Debentures and the Company shall not be bound to register more than twopersons as the joint holders of any of the Debentures. The Debenture Holder may apply in writing to theCompany for the issue of more than one certificate for two or more units of Debentures if he so wishes.Upon the certificate which it is applied to be replaced by two or more certificates being surrendered tothe Company and on payment of such fee as the Company may determine from time to time for such issuethe Company shall be obliged to issue to the applicant Debenture Holder two or more certificates for suchas the applicant may apply for. The certificates shall be substantially in the form set out in the FirstSchedule hereto and have endorsed thereon the conditions mentioned as set out in this Schedule heretoand the certificate shall be held subject to and with the benefit of all such conditions or such otherconditions (having substantially the same effect) as may be endorsed on any Debenture Certificate.Every Debenture Certificate shall be under the seal of the Company affixed with the authority of itsdirectors and in the manner provided by its Articles of Association for the time being of the Company.4. The Company will keep a Register of Debentures and enter therein particulars of the issue and all changesof ownership of the Debenture as provided for in the said Trust Deed.5. A change of ownership of these Debentures shall be in writing under the hand of the Debenture Holder(or where appropriate by persons authorised by law to do so) and of the transferee and shall be deliveredto (along with this Debenture Certificate) and retained by the Company. Subject to such of the restrictionsin this certificate as may be applicable all transfers of Debentures may be effected by instrument inwriting in any usual or common form.P R O S P E C T U S 2 0 0 8PAGE 125

BANK PLC6. (a) The Debenture certificates are transferable free from any equities or set off between the Companyand the original or any intermediate holder. These Debentures shall be transferable and transmittablethrough the Central Depository as long as the Debentures are listed in the Colombo Stock Exchange,the Company may register without assuming any liability any transfer of Debentures, whichare in accordance with the rules and regulations in force for the time being as laid down by ColomboStock Exchange and the Central Depository.(b) These Debentures shall be freely transferable and registration of such transfers shall not be subject toany restrictions save and except to the extent required for compliant with statutory requirements.(c) In the case of the death of a Debenture holder -(i)the survivor where the deceased was a joint holder; and(ii) the executors or administrators of the deceased (or where the administration of the estate ofthe deceased is in Law not compulsory the heirs of the deceased) where he was the sole or onlysurviving holder shall be the only persons recognised by the Company as having any title to hisDebentures(d) Any person becoming entitled to these Debentures in consequence of the bankruptcy or winding upof any Debenture Holder, upon producing proper evidence that he sustains the character in respectof which he proposes to act or his title as the Board of Directors of the Company thinks sufficientmay in the discretion of the Board be substituted and accordingly registered as a Debenture Holderin respect of such debenture subject to the applicable laws and rules, regulations of the CDS, CSE andthe Company.7. No change of ownership in contravention of these conditions will be recognised by the Company.8. These Debentures shall be redeemed on the date of maturity and all redemptions shall be in accordancewith the provisions and conditions contained herein and the terms and conditions of the said Trust Deed.On the due date and at the place fixed for redemption the Debenture holder of these Debentures to beredeemed shall be bound to surrender such Debentures and to deliver up this Debenture Certificate. TheCompany shall on redemption cancel this debenture Certificate. The Debenture lodged with the CentralDepository will be redeemed on the due date for redemption in favour of the persons whose names areregistered in the Central Depository on the due date.9. These Debentures redeemed on the Date of Maturity or an earlier date shall only carry interest computedupto the date of such redemption on principal sum as set out in this Certificate. However interest on anyDebenture shall cease to accrue on the Date of Maturity even if not redeemed by that date.10.The Company shall not be entitled to reissue any Debenture of this Issue, which it may redeem hereunder.11.The Company shall recognise and treat the registered Debenture Holder(s) as the owner hereof and asalone being entitled to receive and give effectual discharges for the monies hereby covered.12.No notice of any trust shall be entered in the books of the Company against the title of the DebentureHolder and the Company shall not be affected by notice of any right, title or claim of any person to thisDebenture Certificate other than the Debenture holder. (This condition shall not apply to any Debenturelodged with the Central Depository.)13.The monies payable to the Debenture Holder shall be paid without regard to any equities between theCompany and the original or any intermediate holder hereof and the receipt of the registered Debentureholder shall be a good discharge to the Company.14.The Principal and interest under this Debenture Certificate shall be paid by crossed cheque sent by postat the registered address, or in the case of joint Debenture Holders to the registered address of one of thesaid joint Debenture holders who is first named on the Register of Debenture Holders.P R O S P E C T U S 2 0 0 8PAGE 126

BANK PLC15.Subject to the provisions of condition 16, these Debentures shall become immediately payable in any ofthe following events :a) If the Company makes default in the payment of any interest due on the whole or any part of thedebenture after the date when such interest is by these presents made payable.b) If the Company makes default in the payment of any principal monies payable under these presents inrespect of any Debenture.c) If the Company stops or threatens to stop payment of its debts or ceases to carry on its business.d) If an order shall be made or an effective resolution shall be passed for the winding-up of the Company.e) If the Company commits a breach of any of the covenants or provisions herein contained and on itspart to be observed or performed provided however that the Trustee shall give the Company upto 30days notice before declaring such breach to be an event of default.f)If the Company’s Banking license is suspended or revoked by the Monetary Board of Sri Lanka.g) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary, certifying that interest has been paid to theDebenture Holders in terms of the Trust Deed.Such Certificates should be received by the Trustee within 14 days of the payment of interest and/orprincipal.h) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary certifying that no event mentioned inparagraphs (a) - (j) of this clause hereof has occurred during the previous quarter which would haveresulted in the Debentures becoming payable in terms of this Clause.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.i) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary certifying that all of the covenants set outin clause 11 of the Trust Deed have been fully complied with.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.j) If the Company without the written consent of the Trustee sells or otherwise dispose of the whole orany substantial part of its undertaking or its assets.16. Repayment before maturity of the principal sum of any part thereof in any circumstance shall be subjectto the prior written approval of the Director Bank Supervision Central Bank of Sri Lanka and the approvalof 3/4th of the Debenture Holders in nominal value of the Debentures outstanding when the principalsum is repaid before maturity.17. Any notice or demand to the Company, Debenture Holder(s) or the Trustee required to be given, made orserved for any purpose hereof shall be given, made or served by sending the same by prepaid registeredpost in the case of Company or Trustee and by prepaid ordinary mail in the case of Debenture Holder(s),telegrams, cablegrams, telex or by facsimile transmission or by delivering it by hand to the Company,Debenture Holder or the Trustee as the case may be, in the case of the Company or the Trustee at theaddress shown in this Deed and in the case of Debenture Holder(s) to the address which appear in theDebenture Certificate or at such other address as shall have been notified (in accordance with thisClause) for the purpose of this Clause, and any notice sent by post as provided in this Clause shall bedeemed to have been given, made or served 48 hours after dispatch and any notice sent by telegram,cablegram, telex or facsimile transmission as provided in the Clause shall be deemed to have beenP R O S P E C T U S 2 0 0 8PAGE 127

BANK PLCgiven, made or served at the time of dispatch and in proving the giving, making or service of the sameit shall be sufficient to prove, in the case of a letter, that such letter was properly stamped, addressedand placed in the post and, in the case of a telegram, cablegram, telex or facsimile transmission thatsuch telegram, cablegram, telex or facsimile transmission was duly despatched and received in thereadable and understandable condition.The Trustee shall at any time be entitled to give notice of any meeting or make any communication tothe Debenture Holder by notice published in Newspapers in all three languages (Sinhala, Tamil andEnglish) of its choice circulating in Sri Lanka and such notice will notwithstanding anything to thecontrary herein contained the original agreement be deemed to be sufficient notice to the DebentureHolder including the provisions of the above clause.18. (a) The Trustee shall call a meeting/ cause a meeting to be called of Debenture holder(s) with noticeto the Company, and all Debenture holder(s) on a requisition being received in writing signed byDebenture holder(s) of at least one-tenth (1/10th) of the nominal amount of Debentures for thetime being outstanding or if requested by the Company.(b)(c)(d)(e)(f)Not less than 15 working days notice shall be given of a meeting for the purpose of passing anextraordinary resolution.The quorum for the meeting (other than adjourned meeting) for the purpose of passing a resolutionshall be the Debenture holders representing 10% of the nominal value of the debentures forthe time being outstanding, provided however, that the quorum for passing an ExtraordinaryResolution should be the holder of a clear majority in nominal value of the outstanding Debenturespresent in person or by proxy or by attorney.If such a quorum cannot be obtained, such meeting shall be adjourned for not less than fourteen(14) days in which event notice of adjourned meeting shall be sent to every Debenture Holder andshall state in such notice that if a quorum as above defined shall not be present at the adjournedmeeting the Debenture Holders then present shall form a quorum.The necessary majority for passing an Extraordinary General Meeting shall not be less than threefourths(3/4ths) of the persons voting there at on a show of hands and if a poll is demanded thennot less than three-fourths (3/4ths) of the votes given on such poll.On a poll, each Debenture holder will be entitled to one vote for each unit of Debenture held bysuch person.(g) A proxy need not be a holder of the Debentures.(h) The Trustee shall be chairman of any meeting of Debenture Holders and shall appoint a person orbody to act as a secretary of such meeting and a certified copy by the Trustee and such secretaryof the Resolution shall deem to be conclusive evidence that such Resolution has been dulyadopted.19.The expressions defined in the said Trust Deed shall have the same meanings when used in these conditionsin this Debenture Certificate unless the context otherwise requires.20.In the event of any inconsistency between the conditions in this Debenture Certificate and any term orcondition of the said Trust Deed the term or conditions in the said Trust Deed shall always prevail.21.The Company may demand a fee of Rs. 200/- for the registration of any change of ownership hereof. Ifthis Debenture Certificate is worn, defaced, lost or destroyed it may be renewed on the payment of suchfee not exceeding Rs. 50/- and on such terms as to evidence and indemnity as the Board of Directors ofthe Company shall think fit. In the event of loss of a Debenture Certificate the Company shall require anadvertisement to be placed in one of the main newspapers in daily circulation, and the cost of suchadvertisement shall be borne by the Debenture holder. Any stamp duty payable on such renewal shallbe borne by the Debenture Holder.P R O S P E C T U S 2 0 0 8PAGE 128

BANK PLCTHE THIRD SCHEDULE REFERRED TO IN THE TRUST DEEDSEYLAN BANK PLCIncorporated under the Companies Act No. 17 of 1982 and registered under the Companies Act No.07 of 2007ISSUE OF FOUR MILLION (4,000,000) UNSECURED SUBORDINATED REDEEMABLE DEBENTURES 2008/2013 OFTHE AGGREGATE VALUE OF RUPEES FOUR HUNDRED MILLION (RS. 400,000,000/-) AT A PAR VALUE OF RUPEESONE HUNDRED (RS.100/-) EACH WITH AN OPTION TO ISSUE AT THE DISCRETION OF THE BOARD A FURTHERSIX MILLION (6,000,000) DEBENTURES IN THREE TRANCHES OF TWO MILLION (2,000,000) DEBENTURES EACHIN THE EVENT OF OVERSUBSCRIPTION.UNSECURED SUBORDINATED REDEEMABLE DEBENTURE 2008/2013 CERTIFICATECERTIFICATE NO.………….PRINCIPAL SUMRs ............TYPE “B”Yearly(21.5% p.a.)1. SEYLAN BANK PLC (hereinafter called the Company) having its registered office at Ceylinco-SeylanTowers, 90 Galle Road, Colombo 3, will pay on the 8th day of January 2014 or such earlier date as theprincipal monies hereby covered become payable under the conditions endorsed on the reverse hereofand the terms and conditions in the Trust Deed referred to in the condition I endorsed on the reversehereof (hereinafter referred to as “the said Trust Deed”) pay at par to the person (s) named in theSchedule to this Debenture or the registered holder(s) for the time being hereof (hereinafter called “theDebenture Holder”) at the Bank’s Head Office in Colombo, Sri Lanka the Principal sum set forth in theSchedule hereto representing the value of the Debentures covered by this Debenture Certificate (hereinaftercalled “these Debenture”).2. The value of these Debenture is subject to redemption in one instalment on 8th January 2014 unless thesame become payable on an earlier date under the conditions endorsed on the reverse hereof and theterms and conditions of the said Trust Deed.3. The rights of the Debenture Holder for payment of interest, principal or any other monies in theseDebentures are Subordinate to the rights of the secured and unsecured creditors of the Company and thepreferential claims under the Section 365 of the Companies Act No. 07 of 2007 but in priority to and overthe claims and rights of the shareholders of the Company.4. Interest on these Debentures will be payable at the rate of 21.5% per annum on par value payableannually within three days from the end of each year until this particular debenture is redeemed. The firstinterest payment will be made on 31st December 2009 The final interest payment will be made with therepayment of the principal monies on the date of redemption. In order to be compatible with the DEXsystem the day count for the interest calculation will be on an “Actual/Actual” basis based upon theactual number of days in each year.5. Notwithstanding the foregoing if the dates fixed as aforesaid for the payment of the principal sum orinterest thereon are dates on which Banks are closed for business, then payment shall be made on thedates immediately prior thereto when the Banks are open for the business.6. This Debenture Certificate is issued subject to the conditions contained herein and on the reverse hereofand the terms and conditions in the said Trust Deed which is deemed to be part hereof and all constitutingintegral parts of this Debenture.P R O S P E C T U S 2 0 0 8PAGE 129

BANK PLCThe Schedule Above Referred ToName of Debenture holder Number of Debentures Principal Sum (the total value ofThe particular Debentures (Rs.)NIC/PP/Co.Reg No. ……………………….Given under the common seal of Seylan Bank PLCOn this…….day of …………..…………………..Director……………………Director / SecretaryTHE FOURTH SCHEDULE REFERRED IN THE TRUST DEEDTHE CONDITIONS ENDORSED ON THIS DEBENTURE1. These Debentures are part of a series of Ten Million (10,000,000) Unsecured Subordinated RedeemableDebentures 2008/2013 of the aggregate value of Rupees One Billion (Rs.1,000,000,000/-) consisting offour tranches with the first tranche being 4,000,000 Debentures and three further tranches of 2,000,000each at a par value of Rupees One Hundred (Rs.100/-) subject to the conditions of this DebentureCertificate and the terms and conditions of the Trust Deed No 313 dated 21st November 2008 andattested by C Kotigala Notary Public of Colombo (hereinafter referred to as “the said Trust Deed”)2. These Debentures of the said series are all to rank pari passu and without any preference or priority oneover another.3. The Company shall issue to every Debenture Holder one certificate in respect of the units of Debenturesheld by him but a Debenture Holder shall be entitled to only one certificate for any Debentures heldjointly by them which certificate shall be delivered to that one of the joint holders whose name firstappears in the Register of Debentures and the Company shall not be bound to register more than twopersons as the joint holders of any of the Debentures. The Debenture Holder may apply in writing to theCompany for the issue of more than one certificate for two or more units of Debentures if he so wishes.Upon the certificate which it is applied to be replaced by two or more certificates being surrendered tothe Company and on payment of such fee as the Company may determine from time to time for such issuethe Company shall be obliged to issue to the applicant Debenture Holder two or more certificates for suchas the applicant may apply for. The certificates shall be substantially in the form set out in the ThirdSchedule hereto and have endorsed thereon the conditions mentioned as set out in this Schedule heretoand the certificate shall be held subject to and with the benefit of all such conditions or such otherconditions (having substantially the same effect) as may be endorsed on any Debenture Certificate.Every Debenture Certificate shall be under the seal of the Company affixed with the authority of itsdirectors and in the manner provided by its Articles of Association for the time being of the Company.4. The Company will keep a Register of Debentures and enter therein particulars of the issue and all changesof ownership of the Debenture as provided for in the said Trust Deed.5. A change of ownership of these Debentures shall be in writing under the hand of the Debenture Holder(or where appropriate by persons authorised by law to do so) and of the transferee and shall be deliveredto (along with this Debenture Certificate) and retained by the Company. Subject to such of the restrictionsin this certificate as may be applicable all transfers of Debentures may be effected by instrument inwriting in any usual or common form.P R O S P E C T U S 2 0 0 8PAGE 130

BANK PLC6. (a) The Debenture certificates are transferable free from any equities or set off between the Companyand the original or any intermediate holder. These Debentures shall be transferable and transmittablethrough the Central Depository as long as the Debentures are listed in the Colombo Stock Exchange,the Company may register without assuming any liability any transfer of Debentures, whichare in accordance with the rules and regulations in force for the time being as laid down by ColomboStock Exchange and the Central Depository.(b) These Debentures shall be freely transferable and registration of such transfers shall not be subject toany restrictions save and except to the extent required for compliant with statutory requirements.(c) In the case of the death of a Debenture holder -(i) the survivor where the deceased was a joint holder; and(ii) the executors or administrators of the deceased (or where the administration of the estate of thedeceased is in Law not compulsory the heirs of the deceased) where he was the sole or onlysurviving holder shall be the only persons recognised by the Company as having any title to hisDebentures(d)Any person becoming entitled to these Debentures in consequence of the bankruptcy or winding up ofany Debenture Holder, upon producing proper evidence that he sustains the character in respect ofwhich he proposes to act or his title as the Board of Directors of the Company thinks sufficient mayin the discretion of the Board be substituted and accordingly registered as a Debenture Holder inrespect of such debenture subject to the applicable laws and rules,regulations of the CDS, CSE and theCompany.7. No change of ownership in contravention of these conditions will be recognised by the Company.8. These Debentures shall be redeemed on the date of maturity and all redemptions shall be in accordancewith the provisions and conditions contained herein and the terms and conditions of the said Trust Deed.On the due date and at the place fixed for redemption the Debenture holder of these Debentures to beredeemed shall be bound to surrender such Debentures and to deliver up this Debenture Certificate. TheCompany shall on redemption cancel this debenture Certificate. The Debenture lodged with the CentralDepository will be redeemed on the due date for redemption in favour of the persons whose names areregistered in the Central Depository on the due date.9. These Debentures redeemed on the Date of Maturity or an earlier date shall only carry interest computedupto the date of such redemption on principal sum as set out in this Certificate. However interest on anyDebenture shall cease to accrue on the Date of Maturity even if not redeemed by that date.10.The Company shall not be entitled to reissue any Debenture of this Issue, which it may redeem hereunder.11.The Company shall recognise and treat the registered Debenture Holder(s) as the owner hereof and asalone being entitled to receive and give effectual discharges for the monies hereby covered.12.No notice of any trust shall be entered in the books of the Company against the title of the DebentureHolder and the Company shall not be affected by notice of any right, title or claim of any person to thisDebenture Certificate other than the Debenture holder. (This condition shall not apply to any Debenturelodged with the Central Depository.)13.The monies payable to the Debenture Holder shall be paid without regard to any equities between theCompany and the original or any intermediate holder hereof and the receipt of the registered Debentureholder shall be a good discharge to the Company.14.The Principal and interest under this Debenture Certificate shall be paid by crossed cheque sent by postat the registered address, or in the case of joint Debenture Holders to the registered address of one of thesaid joint Debenture holders who is first named on the Register of Debenture Holders.P R O S P E C T U S 2 0 0 8PAGE 131

BANK PLC15.Subject to the provisions of condition 16, these Debentures shall become immediately payable in any ofthe following events :a) If the Company makes default in the payment of any interest due on the whole or any part of thedebenture after the date when such interest is by these presents made payable.b) If the Company makes default in the payment of any principal monies payable under these presents inrespect of any Debenture.c) If the Company stops or threatens to stop payment of its debts or ceases to carry on its business.d) If an order shall be made or an effective resolution shall be passed for the winding-up of the Company.e) If the Company commits a breach of any of the covenants or provisions herein contained and on itspart to be observed or performed provided however that the Trustee shall give the Company upto 30days notice before declaring such breach to be an event of default.f) If the Company’s Banking license is suspended or revoked by the Monetary Board of Sri Lanka.g) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary, certifying that interest has been paid to theDebenture Holders in terms of the Trust Deed.Such Certificates should be received by the Trustee within 14 days of the payment of interest and/orprincipal.h) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009 signed by a Director and the Secretary certifying that no event mentioned in paragraphs(a) - (j) of this clause hereof has occurred during the previous quarter which would haveresulted in the Debentures becoming payable in terms of this Clause.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.i) If the Company does not submit a Certificate to the Trustee at the end of every quartercommencing 31 st March 2009, signed by a Director and the Secretary certifying that all of thecovenants set out in clause 11 of the Trust Deed have been fully complied with.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.j) If the Company without the written consent of the Trustee sells or otherwise dispose of the whole orany substantial part of its undertaking or its assets.16.Repayment before maturity of the principal sum of any part thereof in any circumstance shall be subjectto the prior written approval of the Director Bank Supervision Central Bank of Sri Lanka and the approvalof 3/4th of the Debenture Holders in nominal value of the Debentures outstanding when the principalsum is repaid before maturity.17.Any notice or demand to the Company, Debenture Holder(s) or the Trustee required to be given, made orserved for any purpose hereof shall be given, made or served by sending the same by prepaid registeredpost in the case of Company or Trustee and by prepaid ordinary mail in the case of Debenture Holder(s),telegrams, cablegrams, telex or by facsimile transmission or by delivering it by hand to the Company,Debenture Holder or the Trustee as the case may be, in the case of the Company or the Trustee at theaddress shown in this Deed and in the case of Debenture Holder(s) to the address which appear in theDebenture Certificate or at such other address as shall have been notified (in accordance with thisClause) for the purpose of this Clause, and any notice sent by post as provided in this Clause shall bedeemed to have been given, made or served 48 hours after dispatch and any notice sent by telegram,cablegram, telex or facsimile transmission as provided in the Clause shall be deemed to have been given,P R O S P E C T U S 2 0 0 8PAGE 132

BANK PLCmade or served at the time of dispatch and in proving the giving, making or service of the same it shallbe sufficient to prove, in the case of a letter, that such letter was properly stamped, addressed andplaced in the post and, in the case of a telegram, cablegram, telex or facsimile transmission that suchtelegram, cablegram, telex or facsimile transmission was duly despatched and received in the readableand understandable condition.The Trustee shall at any time be entitled to give notice of any meeting or make any communication to theDebenture Holder by notice published in Newspapers in all three languages (Sinhala, Tamil and English)of its choice circulating in Sri Lanka and such notice will notwithstanding anything to the contrary hereincontained the original agreement be deemed to be sufficient notice to the Debenture Holder includingthe provisions of the above clause.18. (a) The Trustee shall call a meeting/ cause a meeting to be called of Debenture holder(s) with notice tothe Company, and all Debenture holder(s) on a requisition being received in writing signed byDebenture holder(s) of at least one-tenth (1/10th) of the nominal amount of Debentures for thetime being outstanding or if requested by the Company.(b)Not less than 15 working days notice shall be given of a meeting for the purpose of passing aresolution.(c) The quorum for the meeting (other than adjourned meeting) for the purpose of passing a resolutionshall be the Debenture holders representing 10% of the nominal value of the debentures for the timebeing outstanding, provided however, that the quorum for passing an Extraordinary Resolution shouldbe the holder of a clear majority in nominal value of the outstanding Debentures present in personor by proxy or by attorney.(d) If such a quorum cannot be obtained, such meeting shall be adjourned for not less than fourteen(14) days in which event notice of adjourned meeting shall be sent to every Debenture Holder andshall state in such notice that if a quorum as above defined shall not be present at the adjournedmeeting the Debenture Holders then present shall form a quorum.(e) The necessary majority for passing an extraordinary General Meeting shall not be less than threefourths(3/4ths) of the persons voting there at on a show of hands and if a poll is demanded thennot less than three-fourths (3/4ths) of the votes given on such poll.(f) On a poll, each Debenture holder will be entitled to one vote for each unit of Debenture held by suchperson.(g) A proxy need not be a holder of the Debentures.(h) The Trustee shall be chairman of any meeting of Debenture Holders and shall appoint a person orbody to act as a secretary of such meeting and a certified copy by the Trustee and such secretary ofthe Resolution shall deem to be conclusive evidence that such Resolution has been duly adopted.19.The expressions defined in the said Trust Deed shall have the same meanings when used in these conditionsin this Debenture Certificate unless the context otherwise requires.20.In the event of any inconsistency between the conditions in this Debenture Certificate and any term orcondition of the said Trust Deed the term or conditions in the said Trust Deed shall always prevail.21.The Company may demand a fee of Rs. 200/- for the registration of any change of ownership hereof. Ifthis Debenture Certificate is worn, defaced, lost or destroyed it may be renewed on the payment of suchfee not exceeding Rs. 50/- and on such terms as to evidence and indemnity as the Board of Directors ofthe Company shall think fit. In the event of loss of a Debenture Certificate the Company shall require anadvertisement to be placed in one of the main newspapers in daily circulation, and the cost of suchadvertisement shall be borne by the Debenture holder. Any stamp duty payable on such renewal shallbe borne by the Debenture Holder.P R O S P E C T U S 2 0 0 8PAGE 133

BANK PLCTHE FIFTH SCHEDULE REFERRED IN THE TRUST DEEDSEYLAN BANK PLCIncorporated under the Companies Act No. 17 of 1982 and registered under the Companies Act No.07 of 2007ISSUE OF FOUR MILLION (4,000,000) UNSECURED SUBORDINATED REDEEMABLE DEBENTURES 2008/2013 OFTHE AGGREGATE VALUE OF RUPEES FOUR HUNDRED MILLION (RS. 400,000,000/-) AT A PAR VALUE OF RUPEESONE HUNDRED (RS.100/-) EACH WITH AN OPTION TO ISSUE AT THE DISCRETION OF THE BOARD A FURTHERSIX MILLION (6,000,000) DEBENTURES IN THREE TRANCHES OF TWO MILLION (2,000,000) DEBENTURES EACHIN THE EVENT OF OVERSUBSCRIPTION.UNSECURED SUBORDINATED REDEEMABLE DEBENTURE 2008/2013 CERTIFICATETYPE “C”FLOATING RATE(Quarterly)CERTIFICATE NO ………….PRINCIPAL SUMRs ............1. SEYLAN BANK PLC (hereinafter called the Company) having its registered office at Ceylinco-Seylan Towers,90 Galle Road, Colombo 3, will pay on the 8th day January 2014 or such earlier date as the principalmonies hereby covered become payable under the conditions endorsed on the reverse hereof and theterms and conditions in the Trust Deed referred to in the conditions endorsed on the reverse hereof(hereinafter referred to as “the said Trust Deed”) pay at par to the person (s) named in the Schedule tothis Debenture or the registered holder(s) for the time being hereof (hereinafter called “the DebentureHolder”) at the Bank’s Head Office in Colombo, Sri Lanka the Principal sum set forth in the Schedulehereto representing the value of the Debentures covered by this Debenture Certificate (hereinafter called“these Debenture”).2. The value of these Debenture is subject to redemption in one instalment on 8th January 2014 unless thesame become payable on an earlier date under the conditions endorsed on the reverse hereof and theterms and conditions of the said Trust Deed.3. The rights of the Debenture Holder for payment of interest, principal or any other monies in theseDebentures are Subordinate to the rights of the secured and unsecured creditors of the Company and thepreferential claims under the Section 365 of the Companies Act No. 07 of 2007 but in priority to and overthe claims and rights of the shareholders of the Company.4. Interest on these Debentures will be payable on a floating rate on par value per annum payable quarterlywithin three days from the end of each quarter until this particular debenture is redeemed. The firstinterest payment will be made on 31st March 2009. The final interest payment will be made with therepayment of the principal monies on the date of redemption. The interest calculation will be based ontwo and half percentage points above the simple average of the three months weighted average treasurybill rate (after tax on interest) announced at the Primary Auctions held during the month preceding thecommencement of the respective quarters, payable quarterly on par value. In the event auctions are notheld or rejected in the preceding month, rates applicable will be those of the previous month in whichauctions were held. In order to be compatible with the DEX system the day count for the interestcalculation will be on an “Actual/Actual” basis based upon the actual number of days in each quarter.5. Notwithstanding the foregoing if the dates fixed as aforesaid for the payment of the principal sum orinterest thereon are dates on which Banks are closed for business, then payment shall be made on thedates immediately prior thereto when the Banks are open for the business.6. This Debenture Certificate is issued subject to the conditions contained herein and on the reverse hereofand the terms and conditions in the said Trust Deed which is deemed to be part hereof and all constitutingintegral parts of this Debenture.P R O S P E C T U S 2 0 0 8PAGE 134

BANK PLCThe Schedule Above Referred ToName of Debenture holder Number of Debentures Principal Sum (the total value ofThe particular Debentures (Rs.)NIC/PP/Co.Reg No.……………………….Given under the common seal of Seylan Bank PLCOn this…….day of ……….............…………………..Director……………………Director / SecretaryTHE SIXTH SCHEDULE REFERRED IN THE TRUST DEEDTHE CONDITIONS ENDORSED ON THIS DEBENTURE1. These Debentures are part of a series of Ten Million (10,000,000) Unsecured Subordinated RedeemableDebentures 2008/2013 of the aggregate value of Rupees One Billion (Rs.1,000,000,000/-) consisting offour tranches with the first tranche being 4,000,000 Debentures and three further tranches of 2,000,000each at a par value of Rupees One Hundred (Rs.100/-) subject to the conditions of this DebentureCertificate and the terms and conditions of the Trust Deed No 313 dated 21st November 2008 andattested by C. Kotigala Notary Public of Colombo (hereinafter referred to as “the said Trust Deed”)2. These Debentures of the said series are all to rank pari passu and without any preference or priority oneover another.3. The Company shall issue to every Debenture Holder one certificate in respect of the units of Debenturesheld by him but a Debenture Holder shall be entitled to only one certificate for any Debentures heldjointly by them which certificate shall be delivered to that one of the joint holders whose name firstappears in the Register of Debentures and the Company shall not be bound to register more than twopersons as the joint holders of any of the Debentures. The Debenture Holder may apply in writing to theCompany for the issue of more than one certificate for two or more units of Debentures if he so wishes.Upon the certificate which it is applied to be replaced by two or more certificates being surrendered tothe Company and on payment of such fee as the Company may determine from time to time for such issuethe Company shall be obliged to issue to the applicant Debenture Holder two or more certificates for suchas the applicant may apply for. The certificates shall be substantially in the form set out in the FifthSchedule hereto and have endorsed thereon the conditions mentioned as set out in this Schedule heretoand the certificate shall be held subject to and with the benefit of all such conditions or such otherconditions (having substantially the same effect) as may be endorsed on any Debenture Certificate.Every Debenture Certificate shall be under the seal of the Company affixed with the authority of itsdirectors and in the manner provided by its Articles of Association for the time being of the Company.4. The Company will keep a Register of Debentures and enter therein particulars of the issue and all changesof ownership of the Debenture as provided for in the said Trust Deed.5. A change of ownership of these Debentures shall be in writing under the hand of the Debenture Holder(or where appropriate by persons authorised by law to do so) and of the transferee and shall be deliveredto (along with this Debenture Certificate) and retained by the Company. Subject to such of the restrictionsin this certificate as may be applicable all transfers of Debentures may be effected by instrument inwriting in any usual or common form.P R O S P E C T U S 2 0 0 8PAGE 135

BANK PLC6. (a) The Debenture certificates are transferable free from any equities or set off between the Companyand the original or any intermediate holder. These Debentures shall be transferable and transmittablethrough the Central Depository as long as the Debentures are listed in the Colombo Stock Exchange,the Company may register without assuming any liability any transfer of Debentures, whichare in accordance with the rules and regulations in force for the time being as laid down by ColomboStock Exchange and the Central Depository.(b) These Debentures shall be freely transferable and registration of such transfers shall not be subject toany restrictions save and except to the extent required for compliant with statutory requirements.(c) In the case of the death of a Debenture holder -(i) the survivor where the deceased was a joint holder; and(ii)the executors or administrators of the deceased (or where the administration of the estate of thedeceased is in Law not compulsory the heirs of the deceased) where he was the sole or onlysurviving holder shall be the only persons recognised by the Company as having any title to hisDebentures(d)Any person becoming entitled to these Debentures in consequence of the bankruptcy or winding up ofany Debenture Holder, upon producing proper evidence that he sustains the character in respect ofwhich he proposes to act or his title as the Board of Directors of the Company thinks sufficient mayin the discretion of the Board be substituted and accordingly registered as a Debenture Holder inrespect of such debenture subject to the applicable laws and rules, regulations of the CDS, CSE and theCompany.7. No change of ownership in contravention of these conditions will be recognised by the Company.8. These Debentures shall be redeemed on the date of maturity and all redemptions shall be in accordancewith the provisions and conditions contained herein and the terms and conditions of the said Trust Deed.On the due date and at the place fixed for redemption the Debenture holder of these Debentures to beredeemed shall be bound to surrender such Debentures and to deliver up this Debenture Certificate. TheCompany shall on redemption cancel this debenture Certificate. The Debenture lodged with the CentralDepository will be redeemed on the due date for redemption in favour of the persons whose names areregistered in the Central Depository on the due date.9. These Debentures redeemed on the Date of Maturity or an earlier date shall only carry interest computedupto the date of such redemption on principal sum as set out in this Certificate. However interest on anyDebenture shall cease to accrue on the Date of Maturity even if not redeemed by that date.10.The Company shall not be entitled to reissue any Debenture of this Issue, which it may redeem hereunder.11.The Company shall recognise and treat the registered Debenture Holder(s) as the owner hereof and asalone being entitled to receive and give effectual discharges for the monies hereby covered.12.No notice of any trust shall be entered in the books of the Company against the title of the DebentureHolder and the Company shall not be affected by notice of any right, title or claim of any person to thisDebenture Certificate other than the Debenture holder. (This condition shall not apply to any Debenturelodged with the Central Depository.)13.The monies payable to the Debenture Holder shall be paid without regard to any equities between theCompany and the original or any intermediate holder hereof and the receipt of the registered Debentureholder shall be a good discharge to the Company.14.The Principal and interest under this Debenture Certificate shall be paid by crossed cheque sent by postat the registered address, or in the case of joint Debenture Holders to the registered address of one of thesaid joint Debenture holders who is first named on the Register of Debenture Holders.P R O S P E C T U S 2 0 0 8PAGE 136

BANK PLC15.Subject to the provisions of condition 16, these Debentures shall become immediately payable in any ofthe following events :a) If the Company makes default in the payment of any interest due on the whole or any part of thedebenture after the date when such interest is by these presents made payable.b) If the Company makes default in the payment of any principal monies payable under these presents inrespect of any Debenture.c) If the Company stops or threatens to stop payment of its debts or ceases to carry on its business.d) If an order shall be made or an effective resolution shall be passed for the winding-up of the Company.e) If the Company commits a breach of any of the covenants or provisions herein contained and on itspart to be observed or performed provided however that the Trustee shall give the Company upto 30days notice before declaring such breach to be an event of default.f)If the Company’s Banking license is suspended or revoked by the Monetary Board of Sri Lanka.g) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary, certifying that interest has been paid to theDebenture Holders in terms of the Trust Deed.Such Certificates should be received by the Trustee within 14 days of the payment of interest and/orprincipal.h) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009 signed by a Director and the Secretary certifying that no event mentioned in paragraphs(a) - (j) of this clause hereof has occurred during the previous quarter which would haveresulted in the Debentures becoming payable in terms of this Clause.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.i) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary certifying that all of the covenants set out inclause 11 of the Trust Deed have been fully complied with.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.j) If the Company without the written consent of the Trustee sells or otherwise dispose of the whole orany substantial part of its undertaking or its assets.16.Repayment before maturity of the principal sum of any part thereof in any circumstance shall be subjectto the prior written approval of the Director Bank Supervision Central Bank of Sri Lanka and the approvalof 3/4th of the Debenture Holders in nominal value of the Debentures outstanding when the principalsum is repaid before maturity.17.Any notice or demand to the Company, Debenture Holder(s) or the Trustee required to be given, made orserved for any purpose hereof shall be given, made or served by sending the same by prepaid registeredpost in the case of Company or Trustee and by prepaid ordinary mail in the case of Debenture Holder(s),telegrams, cablegrams, telex or by facsimile transmission or by delivering it by hand to the Company,Debenture Holder or the Trustee as the case may be, in the case of the Company or the Trustee at theaddress shown in this Deed and in the case of Debenture Holder(s) to the address which appear in theDebenture Certificate or at such other address as shall have been notified (in accordance with thisClause) for the purpose of this Clause, and any notice sent by post as provided in this Clause shall bedeemed to have been given, made or served 48 hours after dispatch and any notice sent by telegram,cablegram, telex or facsimile transmission as provided in the Clause shall be deemed to have been given,made or served at the time of dispatch and in proving the giving, making or service of the same it shallP R O S P E C T U S 2 0 0 8PAGE 137

BANK PLCbe sufficient to prove, in the case of a letter, that such letter was properly stamped, addressed andplaced in the post and, in the case of a telegram, cablegram, telex or facsimile transmission that suchtelegram, cablegram, telex or facsimile transmission was duly despatched and received in the readableand understandable condition.The Trustee shall at any time be entitled to give notice of any meeting or make any communication to theDebenture Holder by notice published in Newspapers in all three languages (Sinhala, Tamil and English)of its choice circulating in Sri Lanka and such notice will notwithstanding anything to the contrary hereincontained the original agreement be deemed to be sufficient notice to the Debenture Holder includingthe provisions of the above clause.18. (a) The Trustee shall call a meeting/ cause a meeting to be called of Debenture holder(s) with noticeto the Company, and all Debenture holder(s) on a requisition being received in writing signed byDebenture holder(s) of at least one-tenth (1/10th) of the nominal amount of Debentures for thetime being outstanding or if requested by the Company.(b)(c)(d)(e)(f)(g)(h)Not less than 15 working days notice shall be given of a meeting for the purpose of passing aresolution.The quorum for the meeting (other than adjourned meeting) for the purpose of passing a resolutionshall be the Debenture holders representing 10% of the nominal value of the debentures forthe time being outstanding, provided however, that the quorum for passing an ExtraordinaryResolution should be the holder of a clear majority in nominal value of the outstanding Debenturespresent in person or by proxy or by attorney.If such a quorum cannot be obtained, such meeting shall be adjourned for not less than fourteen(14) days in which event notice of adjourned meeting shall be sent to every Debenture Holder andshall state in such notice that if a quorum as above defined shall not be present at the adjournedmeeting the Debenture Holders then present shall form a quorum.The necessary majority for passing an extraordinary General Meeting shall not be less than threefourths(3/4ths) of the persons voting there at on a show of hands and if a poll is demanded thennot less than three-fourths (3/4ths) of the votes given on such poll.On a poll, each Debenture holder will be entitled to one vote for each unit of Debenture held bysuch person.A proxy need not be a holder of the Debentures.The Trustee shall be chairman of any meeting of Debenture Holders and shall appoint a person orbody to act as a secretary of such meeting and a certified copy by the Trustee and such secretaryof the Resolution shall deem to be conclusive evidence that such Resolution has been dulyadopted.19.The expressions defined in the said Trust Deed shall have the same meanings when used in these conditionsin this Debenture Certificate unless the context otherwise requires.20.In the event of any inconsistency between the conditions in this Debenture Certificate and any term orcondition of the said Trust Deed the term or conditions in the said Trust Deed shall always prevail.21.The Company may demand a fee of Rs. 200/- for the registration of any change of ownership hereof. Ifthis Debenture Certificate is worn, defaced, lost or destroyed it may be renewed on the payment of suchfee not exceeding Rs. 50/- and on such terms as to evidence and indemnity as the Board of Directors ofthe Company shall think fit. In the event of loss of a Debenture Certificate the Company shall require anadvertisement to be placed in one of the main newspapers in daily circulation, and the cost of suchadvertisement shall be borne by the Debenture holder. Any stamp duty payable on such renewal shall beborne by the Debenture Holder.P R O S P E C T U S 2 0 0 8PAGE 138

BANK PLCTHE SEVENTH SCHEDULE REFERRED IN THE TRUST DEEDSEYLAN BANK PLCIncorporated under the Companies Act No. 17 of 1982 and registered under the Companies Act No.07 of 2007ISSUE OF FOUR MILLION (4,000,000) UNSECURED SUBORDINATED REDEEMABLE DEBENTURES 2008/2013 OFTHE AGGREGATE VALUE OF RUPEES FOUR HUNDRED MILLION (RS. 400,000,000/-) AT A PAR VALUE OF RUPEESONE HUNDRED (RS.100/-) EACH WITH AN OPTION TO ISSUE AT THE DISCRETION OF THE BOARD A FURTHERSIX MILLION (6,000,000) DEBENTURES IN THREE TRANCHES OF TWO MILLION (2,000,000) DEBENTURES EACHIN THE EVENT OF OVERSUBSCRIPTION.UNSECURED SUBORDINATED REDEEMABLE DEBENTURE 2008/2013 CERTIFICATETYPE “D”FLOATING RATE(Annually)CERTIFICATE NO ………….PRINCIPAL SUMRs ............1. SEYLAN BANK PLC (hereinafter called the Company) having its registered office at Ceylinco-Seylan Towers,90 Galle Road, Colombo 3, will pay on the 8th day of January 2014 or such earlier date as the principalmonies hereby covered become payable under the conditions endorsed on the reverse hereof and theterms and conditions in the Trust Deed referred to in the conditions endorsed on the reverse hereof(hereinafter referred to as “the said Trust Deed”) pay at par to the person (s) named in the Schedule tothis Debenture or the registered holder(s) for the time being hereof (hereinafter called “the DebentureHolder”) at the Bank’s Head Office in Colombo, Sri Lanka the Principal sum set forth in the Schedulehereto representing the value of the Debentures covered by this Debenture Certificate (hereinafter called“these Debenture”).2. The value of these Debenture is subject to redemption in one instalment on 8th January 2014 unless thesame become payable on an earlier date under the conditions endorsed on the reverse hereof and theterms and conditions of the said Trust Deed.3. The rights of the Debenture Holder for payment of interest, principal or any other monies in theseDebentures are Subordinate to the rights of the secured and unsecured creditors of the Company and thepreferential claims under the Section 365 of the Companies Act No. 07 of 2007 but in priority to and overthe claims and rights of the shareholders of the Company.4. Interest on these Debentures will be payable on a floating rate on par value per annum payable annuallywithin three days from the end of each quarter until this particular debenture is redeemed. The firstinterest payment will be made on 31st December 2009 The final interest payment will be made with therepayment of the principal monies on the date of redemption. The interest calculation will be based ontwo and half percentage points above the simple average of the one year weighted average treasury billrate (after tax on interest) announced at the Primary Auctions held during the month preceding thecommencement of the respective years, payable annually on par value. In the event auctions are not heldor rejected in the preceding month, rates applicable will be those of the previous month in whichauctions were held. In order to be compatible with the DEX system the day count for the interestcalculation will be on an “Actual/Actual” basis based upon the actual number of days in each year.5. Notwithstanding the foregoing if the dates fixed as aforesaid for the payment of the principal sum orinterest thereon are dates on which Banks are closed for business, then payment shall be made on thedates immediately prior thereto when the Banks are open for the business.6. This Debenture Certificate is issued subject to the conditions contained herein and on the reverse hereofand the terms and conditions in the said Trust Deed which is deemed to be part hereof and all constitutingintegral parts of this Debenture.P R O S P E C T U S 2 0 0 8PAGE 139

BANK PLCThe Schedule Above Referred ToName of Debenture holder Number of Debentures Principal Sum (the total value ofThe particular Debentures (Rs.)NIC/PP/Co.Reg No.……………………….Given under the common seal of Seylan Bank PLCOn this…….day of ……….............…………………..Director……………………Director / SecretaryTHE EIGHTH SCHEDULE REFERRED IN THE TRUST DEEDTHE CONDITIONS ENDORSED ON THIS DEBENTURE1. These Debentures are part of a series of Ten Million (10,000,000) Unsecured Subordinated RedeemableDebentures 2008/2013 of the aggregate value of Rupees One Billion (Rs.1,000,000,000/-) consisting offour tranches with the first tranche being 4,000,000 Debentures and three further tranches of 2,000,000each at a par value of Rupees One Hundred (Rs.100/-) subject to the conditions of this DebentureCertificate and the terms and conditions of the Trust Deed No 313 dated 21st November 2008 andattested by C. Kotigala, Notary Public of Colombo (hereinafter referred to as “the said Trust Deed”)2. These Debentures of the said series are all to rank pari passu and without any preference or priority oneover another.3. The Company shall issue to every Debenture Holder one certificate in respect of the units of Debenturesheld by him but a Debenture Holder shall be entitled to only one certificate for any Debentures heldjointly by them which certificate shall be delivered to that one of the joint holders whose name firstappears in the Register of Debentures and the Company shall not be bound to register more than twopersons as the joint holders of any of the Debentures. The Debenture Holder may apply in writing to theCompany for the issue of more than one certificate for two or more units of Debentures if he so wishes.Upon the certificate which it is applied to be replaced by two or more certificates being surrendered tothe Company and on payment of such fee as the Company may determine from time to time for such issuethe Company shall be obliged to issue to the applicant Debenture Holder two or more certificates for suchas the applicant may apply for. The certificates shall be substantially in the form set out in the SeventhSchedule hereto and have endorsed thereon the conditions mentioned as set out in this Schedule heretoand the certificate shall be held subject to and with the benefit of all such conditions or such otherconditions (having substantially the same effect) as may be endorsed on any Debenture Certificate.Every Debenture Certificate shall be under the seal of the Company affixed with the authority of itsdirectors and in the manner provided by its Articles of Association for the time being of the Company.4. The Company will keep a Register of Debentures and enter therein particulars of the issue and all changesof ownership of the Debenture as provided for in the said Trust Deed.5. A change of ownership of these Debentures shall be in writing under the hand of the Debenture Holder(or where appropriate by persons authorised by law to do so) and of the transferee and shall be deliveredto (along with this Debenture Certificate) and retained by the Company. Subject to such of the restrictionsin this certificate as may be applicable all transfers of Debentures may be effected by instrument inwriting in any usual or common form.P R O S P E C T U S 2 0 0 8PAGE 140

BANK PLC6. (a) The Debenture certificates are transferable free from any equities or set off between the Companyand the original or any intermediate holder. These Debentures shall be transferable and transmittablethrough the Central Depository as long as the Debentures are listed in the Colombo Stock Exchange,the Company may register without assuming any liability any transfer of Debentures, whichare in accordance with the rules and regulations in force for the time being as laid down by ColomboStock Exchange and the Central Depository.(b) These Debentures shall be freely transferable and registration of such transfers shall not be subject toany restrictions save and except to the extent required for compliant with statutory requirements.(c) In the case of the death of a Debenture holder -(i) the survivor where the deceased was a joint holder; and(ii)the executors or administrators of the deceased (or where the administration of the estate of thedeceased is in Law not compulsory the heirs of the deceased) where he was the sole or onlysurviving holder shall be the only persons recognised by the Company as having any title to hisDebentures(d)Any person becoming entitled to these Debentures in consequence of the bankruptcy or winding up ofany Debenture Holder, upon producing proper evidence that he sustains the character in respect ofwhich he proposes to act or his title as the Board of Directors of the Company thinks sufficient mayin the discretion of the Board be substituted and accordingly registered as a Debenture Holder inrespect of such debenture subject to the applicable laws and rules, regulations of the CDS, CSE and theCompany.7. No change of ownership in contravention of these conditions will be recognised by the Company.8. These Debentures shall be redeemed on the date of maturity and all redemptions shall be in accordancewith the provisions and conditions contained herein and the terms and conditions of the said Trust Deed.On the due date and at the place fixed for redemption the Debenture holder of these Debentures to beredeemed shall be bound to surrender such Debentures and to deliver up this Debenture Certificate. TheCompany shall on redemption cancel this debenture Certificate. The Debenture lodged with the CentralDepository will be redeemed on the due date for redemption in favour of the persons whose names areregistered in the Central Depository on the due date.9. These Debentures redeemed on the Date of Maturity or an earlier date shall only carry interest computedupto the date of such redemption on principal sum as set out in this Certificate. However interest on anyDebenture shall cease to accrue on the Date of Maturity even if not redeemed by that date.10.The Company shall not be entitled to reissue any Debenture of this Issue, which it may redeem hereunder.11.The Company shall recognise and treat the registered Debenture Holder(s) as the owner hereof and asalone being entitled to receive and give effectual discharges for the monies hereby covered.12.No notice of any trust shall be entered in the books of the Company against the title of the DebentureHolder and the Company shall not be affected by notice of any right, title or claim of any person to thisDebenture Certificate other than the Debenture holder. (This condition shall not apply to any Debenturelodged with the Central Depository.)13.The monies payable to the Debenture Holder shall be paid without regard to any equities between theCompany and the original or any intermediate holder hereof and the receipt of the registered Debentureholder shall be a good discharge to the Company.14.The Principal and interest under this Debenture Certificate shall be paid by crossed cheque sent by postat the registered address, or in the case of joint Debenture Holders to the registered address of one of thesaid joint Debenture holders who is first named on the Register of Debenture Holders.15.Subject to the provisions of condition 16, these Debentures shall become immediately payable in any ofthe following events :P R O S P E C T U S 2 0 0 8PAGE 141

BANK PLCa) If the Company makes default in the payment of any interest due on the whole or any part of thedebenture after the date when such interest is by these presents made payable.b) If the Company makes default in the payment of any principal monies payable under these presents inrespect of any Debenture.c) If the Company stops or threatens to stop payment of its debts or ceases to carry on its business.d) If an order shall be made or an effective resolution shall be passed for the winding-up of the Company.e) If the Company commits a breach of any of the covenants or provisions herein contained and on itspart to be observed or performed provided however that the Trustee shall give the Company upto 30days notice before declaring such breach to be an event of default.f) If the Company’s Banking license is suspended or revoked by the Monetary Board of Sri Lanka.g) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary, certifying that interest has been paid to theDebenture Holders in terms of the Trust Deed.Such Certificates should be received by the Trustee within 14 days of the payment of interest and/orprincipal.h) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary certifying that no event mentioned inparagraphs (a) - (j) of this clause hereof has occurred during the previous quarter which would haveresulted in the Debentures becoming payable in terms of this Clause.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.i) If the Company does not submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary certifying that all of the covenants set outin clause 11 of the Trust Deed have been fully complied with.Such Certificates should be received by the Trustee within 14 days from the end of the quarter.j) If the Company without the written consent of the Trustee sells or otherwise dispose of the whole orany substantial part of its undertaking or its assets.16.Repayment before maturity of the principal sum of any part thereof in any circumstance shall be subjectto the prior written approval of the Director Bank Supervision Central Bank of Sri Lanka and the approvalof 3/4th of the Debenture Holders in nominal value of the Debentures outstanding when the principalsum is repaid before maturity.17.Any notice or demand to the Company, Debenture Holder(s) or the Trustee required to be given, made orserved for any purpose hereof shall be given, made or served by sending the same by prepaid registeredpost in the case of Company or Trustee and by prepaid ordinary mail in the case of Debenture Holder(s),telegrams, cablegrams, telex or by facsimile transmission or by delivering it by hand to the Company,Debenture Holder or the Trustee as the case may be, in the case of the Company or the Trustee at theaddress shown in this Deed and in the case of Debenture Holder(s) to the address which appear in theDebenture Certificate or at such other address as shall have been notified (in accordance with thisClause) for the purpose of this Clause, and any notice sent by post as provided in this Clause shall bedeemed to have been given, made or served 48 hours after dispatch and any notice sent by telegram,cablegram, telex or facsimile transmission as provided in the Clause shall be deemed to have been given,made or served at the time of dispatch and in proving the giving, making or service of the same it shallbe sufficient to prove, in the case of a letter, that such letter was properly stamped, addressed andplaced in the post and, in the case of a telegram, cablegram, telex or facsimile transmission that suchP R O S P E C T U S 2 0 0 8PAGE 142

BANK PLCtelegram, cablegram, telex or facsimile transmission was duly despatched and received in the readableand understandable condition.The Trustee shall at any time be entitled to give notice of any meeting or make any communication to theDebenture Holder by notice published in Newspapers in all three languages (Sinhala, Tamil and English)of its choice circulating in Sri Lanka and such notice will notwithstanding anything to the contrary hereincontained the original agreement be deemed to be sufficient notice to the Debenture Holder includingthe provisions of the above clause.18. (a) The Trustee shall call a meeting/ cause a meeting to be called of Debenture holder(s) with notice tothe Company, and all Debenture holder(s) on a requisition being received in writing signed byDebenture holder(s) of at least one-tenth (1/10th) of the nominal amount of Debentures for thetime being outstanding or if requested by the Company.(b)(c)(d)(e)(f)(g)Not less than 15 working days notice shall be given of a meeting for the purpose of passing aresolution.The quorum for the meeting (other than adjourned meeting) for the purpose of passing a resolutionshall be the Debenture holders representing 10% of the nominal value of the debentures for thetime being outstanding, provided however, that the quorum for passing an Extraordinary Resolutionshould be the holder of a clear majority in nominal value of the outstanding Debentures present inperson or by proxy or by attorney.If such a quorum cannot be obtained, such meeting shall be adjourned for not less than fourteen(14) days in which event notice of adjourned meeting shall be sent to every Debenture Holder andshall state in such notice that if a quorum as above defined shall not be present at the adjournedmeeting the Debenture Holders then present shall form a quorum.The necessary majority for passing an extraordinary General Meeting shall not be less than threefourths(3/4ths) of the persons voting there at on a show of hands and if a poll is demanded thennot less than three-fourths (3/4ths) of the votes given on such poll.On a poll, each Debenture holder will be entitled to one vote for each unit of Debenture held bysuch person.A proxy need not be a holder of the Debentures.(h) The Trustee shall be chairman of any meeting of Debenture Holders and shall appoint a person orbody to act as a secretary of such meeting and a certified copy by the Trustee and such secretaryof the Resolution shall deem to be conclusive evidence that such Resolution has been duly adopted.19.The expressions defined in the said Trust Deed shall have the same meanings when used in these conditionsin this Debenture Certificate unless the context otherwise requires.20.In the event of any inconsistency between the conditions in this Debenture Certificate and any term orcondition of the said Trust Deed the term or conditions in the said Trust Deed shall always prevail.21.The Company may demand a fee of Rs. 200/- for the registration of any change of ownership hereof. Ifthis Debenture Certificate is worn, defaced, lost or destroyed it may be renewed on the payment of suchfee not exceeding Rs. 50/- and on such terms as to evidence and indemnity as the Board of Directors ofthe Company shall think fit. In the event of loss of a Debenture Certificate the Company shall require anadvertisement to be placed in one of the main newspapers in daily circulation, and the cost of suchadvertisement shall be borne by the Debenture holder. Any stamp duty payable on such renewal shall beborne by the Debenture Holder.P R O S P E C T U S 2 0 0 8PAGE 143

BANK PLCANNEXURE(a) The Company is required to submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009, signed by a Director and the Secretary, certifying that interest has been paid to theDebenture Holders in terms of the Trust Deed.Such Certificates should be received by the Trustee within 14 days of the payment of interest and/orprincipal. In the event the Company defaults in submitting such Certificate the Trustee shall treat it anEvent of Default as set out in Clause 12 of the said Trust Deed.(b)The Company is required to submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009 signed by a Director and the Secretary certifying that no event mentioned in paragraphs(d) - (g) of clause 12 hereof has occurred during the previous quarter which would have resulted in theDebentures becoming payable in terms of the said Clause 12.Such Certificates should be received by the Trustee within 14 days from the end of the quarter and in theevent the Company defaults in submitting such Certificate the Trustee shall treat it as an Event of Defaultas set out in Clause 12 of the said Trust Deed.(c) The Company is required to submit a Certificate to the Trustee at the end of every quarter commencing31 st March 2009 signed by a Director and the Secretary certifying that all of the covenants set out inclause 11 of the Trust Deed have been fully complied with.Such Certificates should be received by the Trustee within 14 days from the end of the quarter and in theevent the Company defaults in submitting such Certificate the Trustee shall treat it as an Event of Defaultunder Clause 12 of the said Trust Deed.P R O S P E C T U S 2 0 0 8PAGE 144

BANK PLCIn Witness Whereof the said SEYLAN BANK PLC has caused its Common Seal to be affixed and duly appointedattorneys of the said DEUTSCHE BANK AG set their hands hereunto and two others of the same tenor and dateas these presents at Colombo on the day herein before mentionedThe Common Seal of the said SEYLAN BANKPLC is hereto affixed on this twenty first dayof November Two Thousand and Eight in thepresence of Shanthikumar Khavan MichealPerera, Director and Justin Godwin Shirley deSilva Director of the aforesaid Company whodo hereby attest the sealing thereof signed inthe presence of usWITNESSES:I . ……………………………………………………………………….2. …………………………….. ………………………………………….Signed by1………………………………………….2.………………………………………….duly appointed representativesSellapperumage Ruwanthi Prisca ShirleneFernando - Head of Operations and TyroneHannan - Head, Trust & Securities Services ofDEUTSCHE BANK AG COLOMBO BRANCH haveset their hands on this twenty first day ofNovember Two Thousand and Eight in thepresence of usWITNESSES:1…………………………………........…………………………………………2…………………………………........…………………………………………P R O S P E C T U S 2 0 0 8PAGE 145

BANK PLCSEYLAN BANK BRANCHESANNEXURE IIBRANCH ADDRESS TEL/FAX NOS.Ambalangoda No. 24 A, Galle Road, Ambalangoda 0912258010-11,AMB 09122587100912258010(f)Anuradhapura No. 250, Main Street, Anuradhapura 02522-24649, 2236372ANP0252223116(f)025-2224547, 2236370Attidiya No.214, Main Road, Attidiya, Dehiwela 2738453, 2729696ATD 42035652722967(f)Awissawella No. 71, Ratnapura Road, Awissawella 0362222007, 2232265AWL0362222009(f)0365673333 - DirectAmpara Regal Cinema Complex 063-22-24897AMP No.129, D S Senanayake Street, Ampara 063-22-24898063-22-24899Balangoda No.123, Barnes Ratwatte Mawatha, Balangoda 0452287107,BAL 04522870070452287344(f)Batticaloa No. 06, Lloyds Avenue, Batticaloa 065-2224419, 065-2224587BCL065-2224353(f)065-22245871Bandaragama No.17A, Horana Road, Bandaragama 038-2290706, 038-2290460BDG038-2291125(f)Badulla No. 10, Cocowatta Road, Badulla 055-4499524BDL 055-2222073, 055-2223773,2223414055-2222884(f)Bandarawela No. 240, Badulla Road, Bandarawela 0572223144, 0572231085BDW0572222964(f)Bogawanthalawa No. 79 Main Street, Bogawanthalawa 0522267576BGW0522267578(f)Borella No. 1119, Maradana Road, Borella 2678189 – 193BLA2681194(f)Beliatta No. 50, Walasmulla Road, Beliatta 0472251478, 0472243461BLT 04722434410472243619 (f)Boralesgamuwa No. 24, Kesbewa Road, Boralesgamuwa 2518867, 2517550,BOR 2509823- 4, 2517548-9509526(f)P R O S P E C T U S 2 0 0 8PAGE 146

BANK PLCCinnamon Gardens No. 4, Baptist Chapel Road, Colombo 07. 2683726, 2694966, 2697552,CGD 2695214, 53403472683725(f)Chilaw No. 46, Kurunegala Road, Chilaw 0322222121, 2223455,CHW 2223499, 48605500322223279(f)Colombo South No. 30 Galle Road, Colombo 06 2593405-7, 2594856,CLS 4510594, 25105242593406(f)Ceylinco House No. 69 Janadhipathi Mawatha. Colombo 01 4714655, 2714651CHB 2445840-32447990(f)Dehiwela No. 166D, Galle Road, Dehiwela 2727844, 2738843,DEH 2726395, 42017562739128(f)Dehiattakandiya No. 83/84 Main Street, Dehiattakandiya 027-2250268, 2250034-5DKY027-2250034(f)Embilipitiya 53, New Town Road, Embilipitiya 047-2230340 – 2EMB 047-2261187047-2230342(f)First City Office No. 33 Sir Baron Jayathilake Mawatha, 2437901-7, 2329525,FCO Colombo 01 4725005-92439834 & 2329509(f)Free Trade Zone Unit No. 3 Plaza Complex, KIPZ, Katunayake 2252566-7FTZ2252567(f)Gampaha No. 1J, Bauddhaloka Mawatha, Gampaha 033-2222618, 2226511,GAM 2227525, 2222656033-2222934(f)Galle No. 34, 1 st Cross Street, Talbot Town, Galle 0912234642 (DataLine)091-2234542, 091-2232242,091-2223514091-2234542(f)Gampola No. 44 Kandy Road, Gampola 0812352740-2, 4485435GMP0812352740(f)Ganemulla No.187/1, Kirindiwitta Road, Ganemulla. 0332260230, 2260738GNM0332260737(f)Grandpass No. 401,Prince of Wales Avenue, Colombo 14 2331726, 2451061,GNP 46101752440117(f)Hambantota No. 32 & 34 Wilmot Street, Hambantota 0472220507, 2220518HBT0472220519(f)Hatton No. 42, Dunbar Road, Hatton 051222234, 2222347HTN0512222682(f)P R O S P E C T U S 2 0 0 8PAGE 147

BANK PLCHomagama No. 94B, High Level Road, Homagama 4442022, 4442021, 2855065HMG2855066(f)Hingurakgoda No. 13 & 14 Airport Road, Hingurakgoda 027-2246242, 027-2246087HNG027-2246043(f)Horana No. 49 Panadura Road, Horana 034-2261176, 034-2261018,HOR 034-2262963,034-2263518(f)Havelock Town No. 164,166 Havelock Road, Colombo 05 2596550-3HVL2596549 & 2597498(f)Ja-ela No.74, Negombo Road, Ja-ela 2237421, 5558373,JLA2237416(f)Jaffna No. 560- 562, Hospital Road, Jaffna 021-2223755JFN021-2223047(f)Kalubowila No. 32, S De S Jayasinghe Mawatha, Kalubowila 4202648, 4201550KAL2822870 (f)5557567Kiribathgoda No. 52 Kandy Road, Kiribathgoda 2912378, 2910581, 4936902KBG2912379(f)Kochchikade 66. Chilaw Road, Kochchikade 031-2277580, 031-2277661,KCH031-2277341(f)Kadawatha No. 28B Ganemulla Road, Kadawatha 2925594 –5, 4816821KDW2925596(f)Kandy No. 65 Kings Street, Kandy 081-22233484, 22232767,KDY081-22232322(f)Kegalle No. 143, Colombo Road, Kegalle 035-2222007, 2223537 – 8KEG035-2222006(f)Koggala No.9, Export Processing Zone, Koggala, 091-2283389-90KGG Habaraduwa 091-2283389(f)Kurunegala No. 54, Colombo Road, Kurunegala 037-2223581- 2,KGL 037-2224276 -8037-2224277(f)Kekirawa No. 6, Yakalla Road, Kekirawa 025-2264590 –1,KKW025-2264592(f)Kalutara No.338 Main Street, Kalutara 034-2223175, 034-2225035,KLT 034-2225037,034-2223033(f)Kottawa No. 34, Nawsiri Building, High Level Road, 2842682 –3, 4304784KOT Kottawa 2851292(f)Kollupitiya No. 428 R A De Mel Mawatha, Colombo 03 2576911, 2576911 – 3,KPY 2565172, 25640842577913(f), 2576914(f)P R O S P E C T U S 2 0 0 8PAGE 148

BANK PLCKatuneriya No. 99/1, Colombo - Chilaw Road, Katuneriya 031-2257765, 031-2255209KTN031-2253149(f)Kattankudy No.230, Main Street, Kattankudy 065-2246625, 065-2247456KKY065-2246696 (f)Kuliyapitiya No. 137, Hettipola Road, Kuliyapitiya 037-4696450, 037-2281510KUL 037-2281450037-4696450 (f)Maradagahamula No. 150, Divulapitiya Road, Maradagahamula 031-2246377, 2246096MDG031-2246378(f)Maradana No. 250 Sri Sangaraja Mawatha, Colombo 10 2334184 –5, 2478161MDN2473280 (f)Maharagama No. 201, High Level Road, Maharagama 2850648, 2850629MHG2841997 – 8 2850649 (f)Malabe No. 821 A Kaduwela Road, Malabe 4404323, 2560403, 2561415MLB2561414(f)Mount Lavinia No. 198 Galle Road, Ratmalana 2731266 – 7, 2723272MLV 4213189, 22131942723271(f)Moratuwa No. 509, Galle Road, Rawathawatta, Moratuwa 2647900 –2, 2642953–4,MOR 2645430, 42112442647901(f)Manampitiya Main Street, Manampitiya 027-2226585MNP027-2224455(f)Mawanella No. 21 Court Road, Mawanella 035-2246007, 2246988,MWN035-2246989(f)Matara No. 45 Anagarika Dharmapala Road, Matara 041-2221181 –2,MTB 041-2222393,041-2223064(f)Mathugama No 6, Aluthgama Road, Mathugama 034-2247544 –5MTG034-2247091(f)Matale No. 166 - 168, Trincomalee Street, Matale 066-2223241 –2,MTL 066-2232934,066-2232935 –6, 4460123066-2223215 &066-2232935(f)Mirigama No. 42, Danowita Road, Mirigama 033-2273000 –3MRG033-2273000(f)Millennium No. 90 Galle Road, Colombo 03 2456135, 2456103,MLN 2456110, 2456144,2456109, 24525022452506(f),Meegoda Meegoda Economic Centre, Meegoda 2830820MEGP R O S P E C T U S 2 0 0 8PAGE 149

BANK PLCNegombo No. 141, Rajapakse Broadway, Negambo 031-2224336 –7,NEG 031-2224302, 031-2224334031-2224335(f).Nawalapitiya No.77, 77/1, Dolosbage Road, Nawalapitiya 0542222018,NLP 0542222056 –7,0542222018(f)Nugegoda No.211, High Level Road, Nugegoda 2811180 –1, 2829054,NUG2811182(f)Nuwara Eliya No.48, Park Road, Nuwara Eliya 0522223026, 2223593,NLY 05222343380522223002(f)Nawala No.48A, Narahenpita Road, Nawala 4547397, 4547855NWL 2807329, 2807331, 2806727,4547411, 28073302805779(f)Nittambuwa No. 195/1, Colombo Road, Nittambuwa 033-2296650NITOld Moor Street No. 315 – 317, Old Moor Street, Colombo 12 2421483, 5358885, 5354658OMS2331774(f)Pettah No. 96, Main Street, Colombo 11 2337823 –6, 2441471,PET 4715982, 2718341, 47164552337826(f)Panadura No. 401, Galle Road, Panadura 0382233172-4,PND0382238355, 0382235304(f)Polonnaruwa Lake View Building, Lake View Junction, 027-2223168, 2224590POL Polonnaruwa 027-2223169(f)Puttlam No. 56 Kangani Kulam Street, Puttlam 032-2265580, 2265194PTL032-2265469(f)Pelmadulla No. 17 Galwatta Road, Pelmadulla. 045-2275037PELRaddolugama 171, National Housing Scheme, Raddolugama 2292778, 2292251 –2RDL2292372(f)Ratnapura No. 6 Goodshed Road, Ratnapura 045-2223111, 2223730,RNP 045-2231730045-2222111(f)Ruwanwella No.52, Main Street, Ruwanwella 036-2267445/7(f)RWNSarikkamulla No. 97 Galle Road, Sarikkamulla, Panadura 038-2235264 –5SKL038-2233082(f)Savings & Travel No. 202 – 204, Main Street, Colombo 11. 4718344 –5, 2347138 (f)STB 2345797P R O S P E C T U S 2 0 0 8PAGE 150

BANK PLCSoysapura No. 164/2, Soysapura, Moratuwa 2622756, 5524673SYS2612003(f)Tissamaharamaya No. 547, Debarawewa, Tissamaharama 047-2237161 –2,TSA 047-2237458 –9047-2237163(f)Thalawakele No.08, Kotmale Road, Thalawakele 0522258638/9(f)TLK 0522258635Trincomalee No. 289, 289/1, Central Road, Trincomalee 0262227701 & 2 (f)TCOVavuniya No. 45, 2 nd Cross Street, Vavuniya 024-2222633 –4, 2220077,VNY 024-22248000242-222933(f)Warakapola No. 192, Main Street, Warakapola 035-2267628 –9,WKP035-2267123(f)Wattala No. 276, Negombo Road, Wattala 2933589 –90WTL2931603(f)Welimada No.107, Nuwaraeliya Road, Welimada 057-2245617,WLM057-2245350 (f)057-2245395Weliveriya New Kandy Road, Weliveriya 033-2255021, 033-2255291WLW033-2255355(f)Yakkala No. 104, Kandy Road, Yakkala 033-2222492, 033-2226378YKL033-2233527(f)033-2233526CONVENIENT BANKING CENTRESEXT. OFFICE ADDRESS TEL/FAX NOSPiliyandala No.85/1, Horana Road, Piliyandala 0112604982PLYDambulla No. 601, Anuradhapura Road, Dambulla 0662283022-3DBLVeyangoda No. 177 Main Street, Veyangoda 0332295050 –1VNGBeruwala No.82, Galle Road, Beruwala 0342279887BRW0342279888 (f)Kotikawatte No. 260/A, I.D.H. Road, Kotikawatta 0112418863KTWMinuwangoda No. 40, Cargills Building, Colombo Road, 0112299004-5MNGMinuwangodaKirulapone No.280, High Level Road, Colombo 06 0112829054KRP0112768432 (f)P R O S P E C T U S 2 0 0 8PAGE 151

BANK PLCIngiriya No. 23, Central Building. 034-2269754ING Padukka Road, Ingiriya 034-2269900Mawathagama No. 56, Kurunegala Road, Mawathagama 037-2298666-7MWGBaduraliya No. 92, Ratnapura Road, Baduraliya 034-2246733BDRKirindiwela No. 89, Gampaha Road, Kirindiwela 033-4923886KRW033-2269709 (f)Ranpokunagama No.1, Maduwegedara Nittambuwa 033-2282241-2RPKKotahena No.310/2, George R De Silva Mawatha, 0112399660, 0112393033(f)KTH Colombo 13Pallekele BOI, Pallekele 0812423135PLKKotiyakumbura No. 5, Main Street, Kotiyakumbura 0352289035,KTK0352289067(f)Kotagala 190, Wootton Bazaar, Kotagala 051-2222797(f)KTG 051-2222844Yatiyantota No.51/1/2, Ginigathhena Rd, Yatiyantota 0362267480/1YTNKatugastota No.444, Katugastota Road, Kandy 081-2212870KTUHasalaka No.95, 96, Co-operative Society Building 055 2258324HSK Kandy Road, Hasalaka 055 2258325 (f)Samanthurai No.113, Hijra Junction, 1 st Street, Samanthurai 067-2261284SMT067-2261285 (f)Wijerama 525, High Level Road, Wijerama Junction, 011-4301878WJRGangodawila, NugegodaDEPOSIT CENTRESEXT. OFFICE ADDRESS TEL/FAX NOSMawela (MWL) No. 53, Mawela, Maswela. 081-4927683P R O S P E C T U S 2 0 0 8PAGE 152

BANK PLCANNEXURE IIIP R O S P E C T U S 2 0 0 8PAGE 153

BANK PLCANNEXURE IVa. Land and premises as at 30/09/2008Location Address Extent Cost Valuation Accumulated Net Book Existing Use Freehold/Land & Premises Depreciation Value LeaseholdRs. Rs. Rs.Mt. Lavinia 198, Galle Road, Ratmalana 26.30 P 23,907,630 2,912,383 20,995,247 Branch Premises FreeholdBadulla 10, Cocowatte Rd, Badulla 1R 6.40P 62,590,443 1,016,995 61,573,448 Branch Premises FreeholdKochchikade 66, 661/1, 68 2/1, Chilaw Rd 8.0 P 5,228,120 755,320 4,472,800 Branch Premises FreeholdAvissawella 71, Ratnapura Rd, Avissawela 19.13P 9,574,458 1,700,413 7,874,045 Branch Premises FreeholdGrandpass 401&401/20,Prince of WalesAvanue, Colombo 14 1R 6.0P 44,371,777 183,779 44,187,998 Bank Stores/Premises FreeholdHingurakkoda 13&14, Airport Road,Hingurakkoda 0.0196H 12,000,000 449,520 11,550,480 Branch Premises FreeholdBandarawela 240,Badulla Road, Bandarawela 27.01P 36,898,266 767,494 36,130,772 Branch Premises FreeholdSarikkamulla 97, Galle Road, Sankkamulla 11.56 P 4,058,981 1,048,901 3,010,080 Branch Premises FreeholdTissamaharama 547, Debarawewa, Tissamaharama 0.091H 11,193,449 281,709 10,911,740 Branch Premises FreeholdRaddolugama 171, National Housing Scheme,Raddolugama 12.80 P 11,500,000 292,876 11,207,124Branch Premises FreeholdNuwaraEliya LotG,ParkRoad,NuwaraEliya 19.08P 6,364,791 1,512,086 4,852,705 HolidayBungalow FreeholdMaradagahamula 150, Divulapitiya Road, 35.0 P 7,569,237 1,047,037 6,522,200 Branch Premises FreeholdMaradagahamulaAnuradhapura 23-A1, Anuradhapura 43.65 P 3,500,000 571,049 2,928,951 Staff BanglowKohalwila Kohalwila Road,Gonawala,Gampaha. 3R 15.26 P 6,166,223 6,166,223 Investment PropertyWadduwa Walpolawatte, Kudawaskaduwa, 2A1 R1.50P 28,799,001 28,799,001 Investment PropertyWadduwaEmbilipitiya NewTown Road, Embilipitiya 22.1P 27,295,301 563,640 26,731,661 Branch Premises FreeholdPiliyandala Kahapola, Piliyandala - 114,429,000 114,429,000 Investment PropertyNuwera Eliya 12, Lawson Street, Nuwera Eliya 20.28P 66,147,606 1,712,005 64,435,601 Branch Premises LeaseholdNugagoda 211, High Level Rd, Nugagoda 23.57P 36,060,602 1,907,700 34,152,902 Future Expansion FreeholdKandana 97,Station Road,Kandana 1A1R9.84P 133,000,000 133,000,000 Investment PropertyWellawatta 161,Galle Road,Wellawatta 27.48 232,099,000 232,099,000 Investment PropertyNawalapitiya 77/1,79,Dolosbage Rd, Nawalapitiya 10.52P 5,719,000 365,040 5,353,960 Branch Premises FreeholdRathnapura 6 Good shed road Ratnapura 9.31 P 24,552,000 762,000 23,790,000 Branch Premises FreeholdEmbilipitlya Pettigala road Embilipitlya 32.9P 5,500,000 5,500,000 Staff Bungalow(underrenovation) FreeholdPrivate Banking No 2,Deal Place,Colombo 03. 19.0P 196,717,953 196,717,953Branch Premises FreeholdGampola 44,Kandy Road,Gampola 13.5P 15,599,000 773,220 14,825,780 Branch Premises FreeholdHead Office 90,Galle Road,Colombo 04. (Level-1,2, 31,704 794,244,450 78,238,703 716,005,747 Branch Premises Leasehold13,14) Square FeetbdlTotal 1,925,086,288 96,861,870 1,828,224,418P R O S P E C T U S 2 0 0 8PAGE 154

BANK PLCb. Additions made to Land and BuildingLocation Address Extent Cost Valuation Accumulated Net Book Existing Use Freehold/Depreciation Value LeaseholdRs. Rs. Rs.IN 2005Maradagahamula 150, Divulapitiya Road, 99,819 99,819 Branch Premises FreeholdMaradagahamulaKandy 65, Kings Street, Kandy 56,000 56,000 Branch Premises FreeholdNuwara Eliya LotG, Park Road, Nuwara Eliya 1,966,562 1,966,562 Branch Premises FreeholdMatara 45, Dharmapala Mawatha 33,000 33,000 Branch Premises FreeholdBadulla 10, Cocowatte Rd, Badulla 22,791,790 22,791,790 Branch Premises Freehold24,947,171 - 24,947,171IN 2006Nuwera Eliya 12, Lawson Street, Nuwera Eliya 20.28P 250,000 250,000 Branch Premises LeaseholdBadulla 10, Cocowatte Rd, Badulla 1R 6.40P 4,297,086 4,297,086 Branch Premises FreeholdKandy 65, Kings Street, Kandy 64,855 64,855 Branch Premises FreeholdMt. Lavinia 198, Galle Road, Ratmalana 26.30 P 8,579,000 8,579,000 Branch Premises FreeholdPiliyandala Kahapola, Piliyandala - 30,000 30,000 InvestmentPropertyHead Offce 90,Galle Road,Colombo 04. (Level-1,2, 31,704 1,244,450 1,244,450 Branch Premises Leasehold13,14) Square FeetTissamaharama 547, Debarawewa, Tissamaharama 0.091H 51,825 51,825 Branch Premises FreeholdKohalwila Kohalwila Road,Gonawala,Gampaha. 3R 15.26 P 32,000 32,000 Investment Property14,549,216 14,549,216IN 2007Tissamaharama 547, Debarawewa, Tissamaharama 0.091H 18,724 18,724 Branch Premises FreeholdBadulla 10, Cocowatte Rd, Badulla 1R 6.40P 1,208,158 1,208,158 Branch Premises FreeholdNuwera Eliya 12, Lawson Street, Nuwera Eliya 20.28P 3,908,316 3,908,316 Branch Premises LeaseholdDehiattakandiya 1,287,436 1,287,4366,422,634 6,422,634P R O S P E C T U S 2 0 0 8PAGE 155

BANK PLCC. Disposals made to Land and BuildingLOCATION ADDRESS EXTENT COST/ ACCUMULATED NET BOOK EXISTING USE FREEHOLD/VALUATION DEPRECIATION VALUE LEASEHOLDIN 2005Kaduwela Koratota Estate, Kaduwela 6A OR .4P 40,559,627 3,166,063 37,393,564 Warehouse PremisesKollupitiya 466, Galle Road, Colombo 03 158.62 P 192,239,000 192,239,000 Investment PropertyGreenpath 52, Ananda Coomarasamy 30.75 P 29,281,000 29,281,000 Investment propertyMawatha, Colombo 07262,079,627 3,166,063 258,913,564IN 2006Kurunegala 34, Suratissa Mawatha, 15.0P 10,139,000 10,139,000 Branch Premises Freehold10,139,000 10,139,000IN 2007Kandy 65, Kings Street, Kandy 41.13P 59,745,708 6,169,008 53,576,700 Branch Premises FreeholdPanadura 401, Galle Road, Panadura 1R 4.12 P 28,600,000 1,405,440 27,194,560 Branch Premises FreeholdMoratuwa 406,Galle Road, Rawathawatte 39.70P 15,289,957 2,009,026 13,280,931 Branch Premises FreeholdMoratuwaMatara 45, Dharmapala Mawatha 30.00P 26,481,046 3,080,321 23,400,725 Branch Premises Freehold130,116,711 12,663,795 117,452,916IN 2008Kollupitiya 428 3/1, R A De Mel Mawatha, 14.90P 106,227,000 3,680,406 102,546,594 Branch Premises FreeholdColombo 03Negombo 115,GreensRoad,Negombo 1R23.96P 33,750,000 - 33,750,000 FutureExpansion FreeholdGalle 341st Cross Street, 20.0P 36,000,000 306,400 35,693,600 Branch Premises FreeholdTalbort Town, GalleAmbalangoda 24 A,Galle Rd, Ambalangoda 20.0P 25,400,000 271,427 25,128,573 Branch Premises Freehold201,377,000 4,258,233 171,990,194P R O S P E C T U S 2 0 0 8PAGE 156