Investor Relations

Dear Stakeholder,

We extend our sincere gratitude to our loyal investors for choosing to invest in the Bank’s capital, both equity and debt, and wish to assure that we are determined to optimise returns for your investments through prudent and sustained growth. As one of the four Domestic Systemically Important Banks and the largest private sector Bank in the country, we are cognisant of our responsibility to present you with timely, relevant, and balanced view of the Bank’s fundamentals in terms of operational results, financial position, and cash flows enabling you to make informed decisions. In this regard, we trust that we were able to fulfil the expectations of our valued investors despite the unprecedented operating environment that prevailed during most part of 2021, and assure that we will continue to discharge our responsibilities in future. We trust that the information presented in this Integrated Annual Report helps investors to comprehend the Bank’s underlying strengths and bolster confidence and loyalty, bringing together a loyal group of investors with a long-term value creation for their investment.

As depicted in the section on “Connecting with stakeholders ”, the Bank continuously strives to encourage an effective two-way communication with our valued investors, promoting mutual trust and confidence, whilst ensuring the rights conferred on the investors by various statutes to address the material matters. We firmly believe that these initiatives have enabled the Bank to actively engage with our investors in a consistent, comprehensive and accurate manner, often going beyond the minimum regulations and in the underlying spirit, promoting its reputation.

The Bank follows a multi-faceted approach to engage with its stakeholders, including the Annual Report, which is the Bank’s main investor communications tool, and the Annual General Meeting, which is an opportunity available for the investor community to engage with the Bank. We believe that these engagements will certainly help our investors to gain an insight into the Bank’s performance, strategic direction, business model of the Bank, governance mechanism and the risk management strategies adopted.

Continuing with our efforts as in the past, this year too, the Bank took several initiatives to produce an integrated Annual Report in a concise manner. This can be seen throughout each section of this Report, with due consideration being given to the valuable feedback given by our shareholders in response to the surveys conducted and feedback provided in the past. Continuing this journey, this year too, we have made arrangements to enclose an improved stakeholder feedback form in this Annual Report in order to seek your valuable suggestions and opinion for further improvements. Your comments and opinions are of great value to us and we take a very serious note and actions to produce an improved Annual Report, year on year, taking on board many and incorporating into our strategies for long-term value creation to all our stakeholders.

The investor relations section of our website – https://www.combank.lk/financials  - is another popular channel available for stakeholders, and the Bank continues to ensure that its pages are updated in a timely manner along with the rest of the site.

We are confident that the efforts taken by the Bank to have effective communication and active engagement with important stakeholder groups have made the Bank’s shares a creditable investment proposition, despite a very challenging economic and operating environment that prevailed throughout the year due to the continued impact of the COVID-19 pandemic.

Graph – 14: Performance of the Colombo Stock Exchange and the Banking Sector in 2021

Performance of the Colombo Stock Exchange (CSE) in 2021

Year 2021 was the highest record-breaking year for the CSE, with record capital raised by companies and a record number of investor participants. Performance indicators such as market capitalisation, and total and daily average turnover recorded the highest-ever values in 2021. The benchmark All Share Price Index (ASPI) logged a market return of 80.5% and reached 12,226 points by the end of 2021 compared to 6,774 points as at end of 2020, registering the highest return recorded since 2010. Compared with the market indices of the Asia-Pacific region, the ASPI consistently maintained its status as the highest yielding index. The S&P SL20 index followed the ASPI and recorded a return of over 60.5% in 2021, increasing from 2,638 as at end of 2020 to 4,232 by the end of 2021, which is the highest-ever recorded. Market capitalization also reached a 10-year high of 36.7% of GDP or Rs. 5.5 Tn. from 19.7% in 2020 or Rs. 2.96 Tn. and 34.5% in 2010 or Rs. 2.2 Tn.

Performance of the Banking Sector and Commercial Bank shares in 2021

Despite the exemplary performance in both the ASPI and the S&P SL20 indices as shown in the above graph during 2021, the banking sector shares did not follow the same trend. This was mainly due to the perceived uncertainties specific to the sector, which had a direct impact on the performance of banks. They included many relief programs offered to both affected individuals and corporate customers including the extension of moratoriums by the regulator, restrictions imposed on the payment of cash dividends and the Government tax proposals such as the one off income tax payments and the introduction of new taxes. These factors contributed to the decline in the share price of the Bank’s ordinary voting shares, which traded at a discount to its book value at 0.57 times as at end of 2021 (0.60 times as at end of 2020). Nevertheless, it continued to remain the highest among its peers in the banking sector. The Bank index gained marginally by 3.72% during 2021 and stood at 609.15 compared to 587.30 as at end 2020.

The Bank’s public holding (free float) as at December 31, 2021 was 99.77% in voting shares (99.80% in 2020) and 99.86% in non-voting shares (99.84% in 2020), while float-adjusted market capitalisation (compliant under option-1 of the Rules on minimum public holding requirement of the CSE) remained almost at same levels and stood at Rs. 93.981 Bn. (Rs. 93.483 Bn. in 2020). As shown in Table 37, with its shares actively traded in the CSE, investors are provided with a convenient “enter and exit” mechanism. It is pertinent to mention that the number of shareholders holding both voting and non-voting shares of the Bank during the year remained more or less at the same levels, demonstrating the confidence placed by investors in the Bank’s shares despite the challenging conditions experienced during the year 2021.

Compliance report on the contents of the Annual Report in terms of the Listing Rules of the CSE

We are happy to inform you that the Bank has fully complied with all applicable requirements of Section 7.6 of the Listing Rules of the CSE on the contents of the Annual Report and Accounts of a listed entity.

Table 24 given below provides a complete list of disclosure requirements and references to the relevant sections of this Annual Report where the Bank’s compliance with the required disclosures are made together with the relevant page numbers.

The pages that follow contain information on the performance of the Bank’s listed securities.

Table – 24 Compliance with requirements of the Section 7.6 of the Listing Rules of the CSE

Rule No.	Disclosure requirement		Section/reference	Page/s
7.6 (i)	Names of persons who during the financial year were Directors of the Bank		Governance and Risk Management	122
7.6 (ii)	Principal activities of the Bank and its subsidiaries during the year and any changes therein		Note 1.3  to the Financial Statements Group Structure	199 and 200 84 and 85
7.6 (iii)	The names and the number of shares held by the 20 largest holders of voting and non-voting shares and the percentage of such shares held		Item 4.2 of the “Investor Relations”	93 and 94
7.6 (iv)	The float adjusted market capitalisation, public holding percentage (%), number of public shareholders and under which option the Bank complies with the minimum public holding requirement, in respect of voting ordinary shares. The public holding percentage (%) in respect of non-voting ordinary Shares.		Item 4.3 of the “Investor Relations”	94
7.6 (v)	A statement of each Directors’ holding and Chief Executive Officer’s holding in shares of the Bank at the beginning and end of the financial year		Item 4.4 of the “Investor Relations”	94
7.6 (vi)	Information pertaining to material foreseeable risk factors of the Bank		Item 5 of the “Investor Relations”	95

Rule No.	Disclosure requirement		Section/reference	Page/s
7.6 (vii)	Details of material issues pertaining to employees and industrial relations of the Bank		Item 6 of the “Investor Relations”	95
7.6 (viii)	Extents, locations, valuations and the number of buildings of the Bank’s land holdings and investment properties		Note 39.5 (a) and (b)  to the Financial Statements	261 to 267
7.6 (ix)	Number of shares representing the Bank’s stated capital		Note 52  to the Financial Statements Item 7 of the “Investor Relations”	287 and 288 96 and 97
7.6 (x)	A distribution schedule of the number of holders in each class of equity securities, and the percentage of their total holdings as at the end of the year		Item 4.5 of the “Investor Relations”	95
7.6 (xi)	Ratios and market price information: Equity - Dividend per share, dividend payout ratio, net asset value per share, market value per share - highest and lowest values recorded during the financial year and the market value as at the end of financial year - Highest Price, Lowest price, Last traded price Debt - Interest rate of comparable Government Securities, debt/equity ratio, interest cover and quick asset ratio, market prices and yield during the year Any changes in credit rating (for the Bank or any other instrument issued by the Bank)		Items 2, 3 and 11 of the “Investor Relations” Financial Highlights Items 10 and 11 of the “Investor Relations” Item 12 of the “Investor Relations”	90 to 93 and 99 10 98 and 99 99
7.6 (xii)	Significant changes in the Bank’s or its subsidiaries’ fixed assets and the market value of land, if the value differs substantially from the book value		Note 39.5 (b)  to the Financial Statements	263 to 267
7.6 (xiii)	Details of funds raised through an Initial Public Offering and/or a further issue of Securities during the year		Note 52 and 52.1  to the Financial Statements The Bank did not raise funds through a share issue during the year. Note 51  to the Financial Statements for the details of debentures issued during the year. Item 10 of the "Investor Relations"	287 and 288 286 and 287 98
	the manner in which the funds of such issue/s have been utilized in conformity with the format provided by the Exchange from time to time; if any shares or debentures have been issued, the number, class and consideration received and the reason for the issue; and, any material change in the use of funds raised through an issue of Securities. In the event the funds raised through the Initial Public Offering and/or the further issue of Securities (as applicable) have been fully utilized by the Bank as disclosed in the Prospectus and/or Circular to shareholders between two financial periods, the entity shall disclose such fact in the immediate succeeding Annual report or the interim financial statement, which ever is published first.

Rule No.	Disclosure requirement		Section/reference	Page/s
7.6 (xiv)	a. Information in respect of Employee Share Option Schemes - The number of options granted to each category of employees during the financial year. - Total number of options vested but not exercised by each category of employees during the financial year. - Total number of options exercised by each category of employees and the total number of shares arising therefrom during the financial year. - Options cancelled during the financial year and the reasons for such cancellation. - The exercise price. - A declaration by the directors of the Bank confirming that the Bank or any of its subsidiaries has not, directly or indirectly, provided funds for the ESOS.		Note 53.1  to the Financial Statements	288
	b. Information in respect of Employee Share Purchase Schemes (ESPS) - The total number of shares issued under the ESPS during the financial year - The number of shares issued to each category of employees during the financial year - The price at which the shares were issued to the employees - A declaration by the Directors of the Bank confirming that the Bank or any of its subsidiaries has not, directly or indirectly, provided funds for the ESPS		Not applicable as the Bank does not have Employee Share Purchase Schemes	–
7.6 (xv)	Disclosures pertaining to Corporate Governance practices in terms of Rules 7.10.3, 7.10.5 (c) and 7.10.6 (c) of Section 7 of the Rules.		Not applicable since the Bank received an exemption in terms of Section 7.10 (c) of the Listing Rules	–
7.6 (xvi)	Related party transactions exceeding 10% of the equity or 5% of the total assets of the Bank as per Audited Financial Statements, whichever is lower		The Bank did not have any related party transactions exceeding this threshold during the year 2021 and as at end 2021 ( Note 63.6  to the Financial Statements)	306
	Details of investments in a related party and/or amounts due from a related party to be set out separately The details shall include, as a minimum: i. The date of the transaction; ii. The name of the related party; iii. The relationship between the Bank and the related party; iv. The amount of the transaction and terms of the transaction; v. The rationale for entering into the transaction.		Item 20.3 of the Statement of Compliance	148

1. Listed Securities of the Bank

The Bank’s ordinary shares (both voting and non-voting) are listed on the Main Board of the CSE under the ticker symbol “COMB”. All debentures issued are also listed on the CSE. (Refer Table 25 for a summary of listed securities of the Bank).

The Business section of most daily newspapers, including the Daily News, Daily FT, The Island and Daily Mirror carry a summary of trading activity and the daily prices of shares and debentures traded (if any) using the abbreviation of Commercial Bank or COMB.

Summary of listed securities of the Bank  Table – 25

	Number in issue as at		Stock symbol
	December 31, 2021	December 31, 2020
Equity
Ordinary shares – Voting	1,124,480,528	1,098,934,937	COMB-N0000
Ordinary shares – Non-voting	69,740,771	67,970,701	COMB-X0000
Debt
Fixed rate Debentures March 2016/21	Redeemed during the year 2021	44,303,400	COMB/BD/08/03/21-C2341-10.75%
Fixed rate Debentures October 2016/21		50,718,000	COMB/BD/27/10/21-C2360-12.00%
Fixed rate Debentures March 2016/26	17,490,900	17,490,900	COMB/BD/08/03/26-C2342-11.25%
Fixed rate Debentures October 2016/26	19,282,000	19,282,000	COMB/BD/27/10/26-C2359-12.25%
Fixed rate Debentures July 2018/23	83,938,400	83,938,400	COMB/BD/22/07/23-C2404-12.00%
Fixed rate Debentures July 2018/28	16,061,600	16,061,600	COMB/BD/22/07/28-C2405-12.50%
Fixed rate Debentures September 2021/26	42,374,700	Issued during the year 2021	COMB/BD/20/09/26-C2491-09.00%
Fixed rate Debentures September 2021/28	43,580,000		COMB/BD/20/09/28-C2492-09.50%

Equity Securities

Features of Ordinary Shares   Table 26

Security Type	Quoted Ordinary Shares
Listed exchange	Colombo Stock Exchange (CSE) – Main Board
Featured stock indices	All Share Price Index (ASPI)
	Standard & Poor's Sri Lanka 20 (S&P SL20)
GICS Industry Group	Banks
CSE stock symbol	Voting - COMB.N0000
	Non Voting - COMB.X0000
International Securities Identification Number (ISIN)	Voting - LK0053N00005
	Non Voting - LK0053X00004

2. Performance of COMB shares and Returns to Shareholders

The investor interest in the shares of the Bank continued during the year compared to pre-pandemic levels, although there was a decline compared to 2020 due to the unprecedented market performance consequent to the market being closed for almost two months and limiting of the share trading hours. This is reflected in the increased number of transactions (Ordinary shares - Voting 174% and Ordinary shares – Non-Voting 245%) compared to 2019 (Refer Table 31).

The market price of an ordinary voting share of the Bank decreased by 1.98% (a drop of 14.84% in 2020) from Rs. 80.90 at the end of 2020 to Rs. 79.30 at the end of 2021 (Table 29). The Bank continued with its policy of issuing scrip dividends and Employee Share Option Plans. Market capitalisation in terms of Rupees for both voting and non-voting shares remained almost at the same levels (despite there being a reduction in the market capitalisation in terms of US dollars) and stood at Rs. 94.2 Bn. (USD 470.963 Mn.) in 2021 compared to Rs. 93.7 Bn. (USD 500.902 Mn.) in 2020, and accounted for 1.72% of the total market capitalisation as at end of 2021 (3.16% in 2020). The Bank’s shares ranked ninth among all listed entities and first among the listed corporates in the Banking sector. During most of 2021, the movement of the non-voting share price followed the trend of the voting shares.

Graph – 15: Performance of the ordinary shares-voting – 2021

2.1 Movement of COMB Voting Share price over the year  Table 27

Month	Jan-21	Feb-21	Mar-21	Apr-21	May-21	Jun-21	Jul-21	Aug-21	Sep-21	Oct-21	Nov-21	Dec-21
Highest Price (Rs.)	105.00	100.00	92.50	87.30	87.30	92.30	89.00	89.60	86.20	91.20	90.00	82.90
Lowest Price (Rs.)	81.00	80.00	83.00	79.00	79.00	87.00	83.00	82.60	82.00	84.50	79.90	76.90
Price at the month-end (Rs.)	99.70	88.80	85.50	80.70	87.00	88.00	85.30	87.00	84.50	88.90	80.10	79.30

2.2 Share price movement of last five years Table –28

	2021 Rs.	2020 Rs.	2019 Rs.	2018 Rs.	2017 Rs.
Ordinary shares – Voting
Highest price during the year	105.00	96.00	115.90	142.50	150.00
Lowest price during the year	76.90	50.00	88.60	107.50	128.50
Last traded price	79.30	80.90	95.00	115.00	135.80
Ordinary shares – Non-voting
Highest price during the year	95.90	87.20	99.40	110.00	118.50
Lowest price during the year	69.60	48.00	74.00	88.00	102.30
Last traded price	72.00	70.10	83.00	95.00	105.00

2.3 Sustainable value for investors  Table – 29

	Ordinary shares – Voting			Ordinary shares – Non-voting
	Trade date	2021	2020	Trade date	2021	2020
		Rs.	Rs.		Rs.	Rs.
Highest price	29.01.2021	105.00		19.01.2021	95.90
	02.01.2020		96.00	02.01.2020		87.20
Lowest price	23.12.2021	76.90		22.12.2021	69.60
	14.05.2020		50.00	15.05.2020		48.00
Year-end price		79.30	80.90		72.00	70.10

2.4 Information on shareholders’ funds and Bank’s market capitalisation  Table–30

As at December 31,	Shareholders’ funds	Commercial Bank’s market capitalisation (*)	Total market capitalisation of the CSE	Commercial Bank’s market capitalisation as a % of CSE market capitalisation	Commercial Bank’s market capitalisation ranking	Commercial Bank’s market capitalisation (*)
	Rs. Bn.	Rs. Bn.	Rs. Bn.	%	Rank	USD Mn.
2021	165	94	5,490	1.72	9	470.963
2020	157	94	2,961	3.16	5	500.902
2019	133	97	2,851	3.40	4	532.699
2018	118	115	2,839	4.05	3	628.415
2017	107	133	2,899	4.60	4	867.670

(*) Market capitalisation includes both voting and non-voting shares.

2.5 Number of share transactions (No.)  Table – 31

	2021	2020	2019	2018	2017
Ordinary shares – Voting	58,754	85,914	21,481	13,364	11,811
Ordinary shares – Non-voting	18,827	21,407	5,452	4,553	4,432

2.6 Number of shares traded (No. ‘000) Table – 32

	2021	2020	2019	2018	2017
Ordinary shares – Voting	187,853	385,017	89,289	95,286	144,205
Ordinary shares – Non-voting	15,712	26,614	5,893	10,637	6,717

3. Dividends

We wish to reiterate that the Bank is fully aware and understands that a declaration of a dividend is fundamental to maintaining a balance between the shareholders’ expectations and the business needs of the Bank. Although the Bank has been paying interim cash dividends up to 2019, the Bank did not pay any interim cash dividends during the past two years. This was in compliance with the requirements of the Banking Act Direction No. 03 of 2021, dated May 13, 2020, Direction No. 01 of 2021 dated January 19, 2021 and Direction No. 11 of 2021 dated July 13, 2021, issued by the CBSL on “Restrictions on Discretionary Payments of Licenced Banks”, wherein licenced banks were instructed to refrain from declaring cash dividends for financial years ended December 31, 2020 and 2021 in view of the possible adverse impact on liquidity and other key performance indicators of banks. However, as per the Banking Act Direction No. 01 of 2021, dated January 19, 2021 and Direction No. 11 of 2021 dated July 13, 2021, issued by the CBSL on the same subject, licenced banks incorporated or established in Sri Lanka were instructed to defer payment of cash dividends until the financial statements for the year ended December 31, 2020 and 2021 are finalised and audited by the external auditors. Accordingly, the Board of Directors of the Bank has now recommended a final dividend of Rs. 7.50 per ordinary share for both ordinary voting and non-voting shares of the Bank. This will be paid in the form of a cash dividend of Rs. 4.50 per share and Rs. 3.00 per share by the issue and allotment of new shares for both voting and non-voting shareholders of the Bank for the year ended December 31, 2021. This proposed first and final dividend for the year 2021 will be submitted for the approval of the shareholders at the 53rd AGM, to be held on March 30, 2022.

(A dividend of Rs. 6.50 per share was declared and paid by the Bank for the year ended December 31, 2020. It consisted of a cash dividend of Rs. 4.50 per share and balance entitlement of Rs. 2.00 per share satisfied in the form of an issue and allotment of new shares).

3.1 Dividend information  Table – 33

Dividends	2021	2020	2019	2018	2017
Cash – Rs. Per share
First interim paid	–	–	1.50	1.50	1.50
Second interim paid	–	–	3.00	3.00	3.00
Final proposed	4.50	4.50	–	–	–
Total	4.50	4.50	4.50	4.50	4.50
Scrip – Rs. Per share
Final proposed/allotted	3.00	2.00	2.00	2.00	2.00
Total	7.50	6.50	6.50	6.50	6.50
Gross Dividend paid (Rs. Bn.)
Cash	5.37	5.25	4.62	4.55	4.48
Scrip	3.58	2.34	2.06	2.02	2.00
Total	8.95	7.59	6.68	6.57	6.48
Dividend payout ratio (%)
Cash	22.77	32.07	27.16	25.92	26.42
Cash and Shares	37.94	46.33	39.23	37.44	38.17

4. Shareholders

The Bank had 16,609 ordinary voting shareholders and 5,954 ordinary non-voting shareholders as at December 31, 2021, compared to 16,820 and 5,786 voting and non-voting shareholders as at December 31, 2020 (Table 34). With three new investors joining ranks, the percentage of ordinary voting shares held by the 20 largest shareholders as at end 2021 increased to 74.22% from 71.96% as at end 2020. However, a marginal drop was witnessed in the non-voting ordinary shares held by the 20 largest shareholders from 38.22% as at end 2020 to 37.69% as at end 2021.

4.1 Number of ordinary shareholders Table – 34

As at December 31,	2021	2020
Ordinary shareholders – Voting	16,609	16,820
Ordinary shareholders – Non-voting	5,954	5,786
Total	22,563	22,606

4.2 The names, number of shares and percentages of shares held by the twenty largest shareholders (As per rule No. 7.6 (iii) of the Listing Rules of the CSE) Voting shareholders  Table – 35

As at December 31,		2021		2020*
Ordinary shares – Voting		Number of shares	%	Number of shares	%
1.	DFCC Bank PLC A/C 1	136,272,121	12.12	132,119,619	12.02
2.	Mr Y S H I Silva	111,100,779	9.88	97,441,255	8.87
3.	Employees Provident Fund	96,883,940	8.62	94,723,763	8.62
4.	CB NY S/A International Finance Corporation	79,992,025	7.11	78,208,480	7.12
5.	Sri Lanka Insurance Corporation Ltd. - Life Fund	56,747,851	5.05	61,403,691	5.59
6.	Melstacorp PLC	46,521,219	4.14	45,483,957	4.14
7.	CB NY S/A IFC Emerging Asia Fund LP	41,238,490	3.67	40,319,015	3.67
8.	CB NY S/A IFC Financial Institutions Growth Fund LP	41,238,490	3.67	40,319,015	3.67
9.	Citibank Newyork S/A Norges Bank Account 2	40,824,369	3.63	45,759,984	4.16
10.	Sri Lanka Insurance Corporation Ltd. - General Fund	39,793,725	3.54	38,906,463	3.54
11.	Mr K D D Perera	35,623,143	3.17	–	–
12.	Mr D P Pieris	26,696,174	2.37	21,003,054	1.91
13.	Employees Trust Fund Board	19,586,019	1.74	19,159,319	1.74
14.	Renuka Hotels PLC	11,118,680	0.99	9,893,069	0.90
15.	Mr M J Fernando	10,108,137	0.90	9,882,761	0.90
16.	Mrs L E M Yaseen	10,000,000	0.89	17,077,784	1.55
17.	Renuka Consultants & Services Limited	8,935,921	0.79	8,631,578	0.79
18.	Cargo Boat Development Company PLC	8,017,215	0.71	4,389,182	0.40
19.	Hallsville Trading Group INC.	7,876,387	0.70	7,564,706	0.69
20.	Mr S V Somasunderam	6,001,380	0.53	–	–
	Sub total	834,576,065	74.22	772,286,695	70.28
	Other shareholders	289,904,463	25.78	326,648,242	29.72
	Total	1,124,480,528	100.00	1,098,934,937	100.00

* Comparative shareholdings as at December 31, 2020 of the twenty largest shareholders as at December 31, 2021.

Non-voting shareholders  Table – 36

As at December 31,		2021		2020*
Ordinary shares – Non-voting		Number of shares	%	Number of shares	%
1.	Employees Trust Fund Board	5,425,375	7.78	5,287,676	7.78
2.	Akbar Brothers (Pvt) Ltd. A/C No 1	3,345,296	4.80	3,117,457	4.59
3.	GF Capital Global Limited	1,803,067	2.59	1,757,304	2.59
4.	Mr A H Munasinghe	1,694,141	2.43	1,651,143	2.43
5.	Mr M F Hashim	1,362,616	1.95	1,282,270	1.89
6.	M J F Exports (Pvt) Ltd.	1,193,037	1.71	1,162,757	1.71
7.	Janashakthi Insurance PLC - Shareholders	1,098,757	1.58	–	–
8.	Mrs L V C Samarasinha	1,052,622	1.51	1,025,906	1.51
9.	Saboor Chatoor (Pvt) Ltd.	997,913	1.43	947,600	1.39
10.	Deutsche Bank AG As Trustee To Assetline Income Plus Growth Fund	899,345	1.29	1,770,354	2.60
11.	Mr T W A Wickramasinghe, Mrs N Wickramasinghe (Joint)	859,923	1.23	780,000	1.15
12.	Mr E Chatoor	825,963	1.18	805,000	1.18
13.	Mr J G De Mel	780,974	1.12	590,000	0.87
14.	Mr R Gautam	745,897	1.07	708,999	1.04
15.	Mr J D Bandaranayake, Ms N Bandaranayake & Dr V Bandaranayake (Joint)	742,382	1.06	723,540	1.06
16.	Mr J D Bandaranayake, Dr V Bandaranayake & Ms I Bandaranayake (Joint)	720,767	1.03	702,474	1.03
17.	Mr A L Gooneratne	718,873	1.03	500,628	0.74
18.	Mr K S M De Silva	706,366	1.01	626,249	0.92
19.	Mr M J Fernando	685,247	0.98	801,511	1.18
20.	Serendip Investments Limited	635,881	0.91	1,167,646	1.72
	Sub total	26,294,442	37.69	25,408,514	37.38
	Other shareholders	43,446,329	62.31	42,562,187	62.62
	Total	69,740,771	100.00	67,970,701	100.00

* Comparative shareholdings as at December 31, 2020 of the twenty largest shareholders as at December 31, 2021.

4.3 Public Shareholding (As per rule No. 7.6 (iv) and 7.13.1 of the Listing Rules of the CSE)  Table – 37

	2021		2020
	Number	%	Number	%
Number of Shareholders representing the public holding (Voting)	16,569	99.77	16,785	99.80
Number of Shareholders representing the public holding (Non-voting)	5,949	99.86	5,781	99.84
Float Adjusted Market Capitalization Rs. Bn. - (Compliant under Option 1)	94		93

4.4 Directors’ shareholding including the Chief Executive Officer’s shareholding (As per Rule No. 7.6 (v) of the Listing Rules of the CSE) Table – 38

	Ordinary shares – Voting		Ordinary shares – Non-voting
	2021	2020	2021	2020
Justice K Sripavan - Chairman	14,319	14,000	Nil	Nil
Prof A K W Jayawardane - Deputy Chairman	13,083	12,792	Nil	Nil
Mr S Renganathan - Managing Director/Group Chief Executive Officer	432,336	362,010	12,781	12,457
Mr S C U Manatunge	73,038	71,410	Nil	Nil
Mr K Dharmasiri	Nil	Nil	Nil	Nil
Mr L D Niyangoda	Nil	Nil	Nil	Nil
Ms N T M S Cooray	350,274	342,465	54,251	52,875
Mr T L B Hurulle	Nil	Nil	Nil	Nil
Ms J Lee	Nil	Nil	Nil	Nil
Mr R Senanayake	Nil	Nil	Nil	Nil
Mr Sharhan Muhseen *	2,503	2,448	Nil	Nil
Mrs D L T S Wijewardena**	Nil	Nil	Nil	Nil

* Appointed as a Director w.e.f. February 15, 2021 ** Appointed as a Director w.e.f. March 31, 2021

4.5 Distribution schedule of number of holders and percentage of holding in each class of equity securities (As per rule No. 7.6 (x) of the Listing Rules of the CSE) Table – 39

	As at December 31, 2021				As at December 31, 2020
	Number of shareholders	%	Number of shares	%	Number of shareholders	%	Number of shares	%
Ordinary shares – Voting
1 – 1,000	9,159	55.14	2,197,203	0.20	8,801	52.32	2,308,178	0.21
1,001 – 10,000	5,004	30.13	17,389,250	1.55	5,441	32.35	19,304,413	1.76
10,001 – 100,000	2,032	12.23	57,783,364	5.14	2,139	12.72	60,718,288	5.53
100,001 – 1,000,000	340	2.05	89,545,274	7.96	364	2.16	95,838,529	8.72
Over 1,000,000	74	0.45	957,565,437	85.15	75	0.45	920,765,529	83.78
Total	16,609	100.00	1,124,480,528	100.00	16,820	100.00	1,098,934,937	100.00
Ordinary shares – Non-voting
1 – 1,000	3,306	55.53	810,801	1.16	3,161	54.63	810,631	1.19
1,001 – 10,000	1,885	31.66	6,514,550	9.34	1,863	32.20	6,341,366	9.33
10,001 – 100,000	653	10.97	17,992,665	25.80	654	11.30	18,176,361	26.74
100,001 – 1,000,000	102	1.71	27,447,844	39.36	99	1.71	24,419,830	35.93
Over 1,000,000	8	0.13	16,974,911	24.34	9	0.16	18,222,513	26.81
Total	5,954	100.00	69,740,771	100.00	5,786	100.00	67,970,701	100.00

4.6 Composition of shareholders Table – 40

	As at December 31, 2021				As at December 31, 2020
	No. of shareholders	%	No. of shares	%	No. of shareholders	%	No. of shares	%
Ordinary shares – Voting
Resident	16,353	98.46	892,930,537	79.41	16,534	98.30	838,880,863	76.34
Non-resident	256	1.54	231,549,991	20.59	286	1.70	260,054,074	23.66
Total	16,609	100.00	1,124,480,528	100.00	16,820	100.00	1,098,934,937	100.00
Individuals	15,895	95.70	350,776,984	31.19	16,096	95.70	301,468,333	27.43
Institutions	714	4.30	773,703,544	68.81	724	4.30	797,466,604	72.57
Total	16,609	100.00	1,124,480,528	100.00	16,820	100.00	1,098,934,937	100.00
Ordinary shares – Non-voting
Resident	5,883	98.81	65,580,173	94.03	5,707	98.63	63,316,978	93.15
Non-resident	71	1.19	4,160,598	5.97	79	1.37	4,653,723	6.85
Total	5,954	100.00	69,740,771	100.00	5,786	100.00	67,970,701	100.00
Individuals	5,699	95.72	46,434,683	66.58	5,537	95.70	45,572,024	67.05
Institutions	255	4.28	23,306,088	33.42	249	4.30	22,398,677	32.95
Total	5,954	100.00	69,740,771	100.00	5,786	100.00	67,970,701	100.00

5. Material foreseeable risk factors (As per Rule No. 7.6 (vi) of the Listing Rules of the CSE)

Information pertaining to the material foreseeable risk factors, that require disclosures as per Rule No. 7.6 (vi) of the Listing Rules of the CSE is discussed in the Section on “Risk Governance and Management ”.

6. Material issues pertaining to employees and industrial relations pertaining to the Bank (As per Rule No. 7.6 (vii) of the Listing Rules of the CSE)

During the year under review, there were no material issues relating to employees and industrial relations pertaining to the Bank, which warrant disclosure.

7. Information on movement in number of shares represented by the stated capital (As per rule No.7.6 (ix) of the Listing Rules of the CSE)  Table – 41

					Number of shares
Year			Basis	Number of shares issued/ (redeemed)	Ordinary shares voting	Ordinary shares non-voting	Cumulative redeemable preference shares
1987	As at December 31, 1987				3,000,000	–	–
1988	Bonus issue	Voting	2 for 3	2,000,000	5,000,000	–	–
1990	Bonus issue	Voting	1 for 1	5,000,000	10,000,000	–	–
1993	Rights issue	Voting	1 for 4	2,500,000	12,500,000	–	–
1996	Bonus issue	Voting	3 for 5	7,500,000	20,000,000	–	–
	Rights issue	Voting	1 for 4	5,000,000	25,000,000	–	–
	Share swap	Non-voting		894,275	25,000,000	894,275	–
	Bonus issue	Non-voting	3 for 5	536,565	25,000,000	1,430,840	–
	Rights issue	Non-voting	1 for 4	357,710	25,000,000	1,788,550	–
1998	Bonus issue	Voting	3 for 10	7,500,000	32,500,000	1,788,550	–
	Bonus issue	Non-voting	3 for 10	536,565	32,500,000	2,325,115	–
2001	Bonus issue	Voting	1 for 5	6,500,000	39,000,000	2,325,115	–
	Bonus issue	Non-voting	1 for 5	465,023	39,000,000	2,790,138	–
	Issue of cumulative redeemable preference shares			90,655,500	39,000,000	2,790,138	90,655,500
2003	Bonus issue	Voting	1 for 3	13,000,000	52,000,000	2,790,138	90,655,500
	Rights issue	Voting	1 for 4	13,000,000	65,000,000	2,790,138	90,655,500
	Bonus issue	Non-voting	1 for 3	930,046	65,000,000	3,720,184	90,655,500
	Rights issue	Non voting	1 for 4	930,046	65,000,000	4,650,230	90,655,500
	Issue of cumulative redeemable preference shares			100,000,000	65,000,000	4,650,230	190,655,500
2004	ESOP	Voting		29,769	65,029,769	4,650,230	190,655,500
2005	ESOP	Voting		1,361,591	66,391,360	4,650,230	190,655,500
	Bonus issue	Voting	1 for 1	66,389,162	132,780,522	4,650,230	190,655,500
	Bonus issue	Non-voting	1 for 1	4,650,230	132,780,522	9,300,460	190,655,500
2006	ESOP	Voting		737,742	133,518,264	9,300,460	190,655,500
	Redemption of cumulative redeemable preference shares			(90,655,500)	133,518,264	9,300,460	100,000,000
2007	Rights issue	Voting	3 for 10	40,288,996	173,807,260	9,300,460	100,000,000
	Bonus issue	Voting	1 for 3	58,204,268	232,011,528	9,300,460	100,000,000
	ESOP	Voting		919,649	232,931,177	9,300,460	100,000,000
	Rights issue	Non-voting	3 for 10	2,790,138	232,931,177	12,090,598	100,000,000
	Bonus issue	Non-voting	1 for 3	4,030,199	232,931,177	16,120,797	100,000,000
2008	Redemption of cumulative redeemable preference shares			(100,000,000)	232,931,177	16,120,797	–
	ESOP	Voting		350,049	233,281,226	16,120,797	–
2009	ESOP	Voting		540,045	233,821,271	16,120,797	–
2010	Share split	Voting	1 for 2	117,402,608	351,223,879	16,120,797	–
	Share split	Non-voting	1 for 2	8,060,398	351,223,879	24,181,195	–
	ESOP	Voting		2,081,508	353,305,387	24,181,195	–
2008	Redemption of cumulative redeemable preference shares			(100,000,000)	232,931,177	16,120,797	–
	ESOP	Voting		350,049	233,281,226	16,120,797	–
2009	ESOP	Voting		540,045	233,821,271	16,120,797	–

						Number of shares
Year				Basis	Number of shares issued/ (redeemed)	Ordinary shares voting	Ordinary shares non-voting	Cumulative redeemable preference shares
2010	Share split	Voting		1 for 2	117,402,608	351,223,879	16,120,797	–
	Share split	Non-voting		1 for 2	8,060,398	351,223,879	24,181,195	–
	ESOP	Voting			2,081,508	353,305,387	24,181,195	–
2011	Scrip issue for final dividend 2010	Voting		Rs. 2.00 per share	2,277,195	355,582,582	24,181,195	–
	Scrip issue for final dividend 2010	Non-voting			255,734	355,582,582	24,436,929	–
	ESOP	Voting			1,457,645	357,040,227	24,436,929	–
	Rights issue	Voting		1 for 14	25,502,433	382,542,660	24,436,929	–
	Rights issue	Non-voting		1 for 14	1,745,494	382,542,660	26,182,423	–
	Share split	Voting		1 for 1	382,542,660	765,085,320	26,182,423	–
	Share split	Non-voting		1 for 1	26,182,423	765,085,320	52,364,846	–
2012	Scrip issue for final dividend 2011	Voting		Rs. 2.00 per share	13,587,144	778,672,464	52,364,846	–
	Scrip issue for final dividend 2011	Non-voting			1,108,902	778,672,464	53,473,748	–
	ESOP	Voting			1,341,768	780,014,232	53,473,748	–
2013	Scrip issue for final dividend 2012	Voting		Rs. 2.00 per share	13,076,189	793,090,421	53,473,748	–
	Scrip issue for final dividend 2012	Non-voting			1,069,474	793,090,421	54,543,222	–
	ESOP	Voting			1,445,398	794,535,819	54,543,222	–
2014	Scrip issue for final dividend 2013	Voting		Rs. 2.00 per share	12,504,344	807,040,163	54,543,222	–
	Scrip issue for final dividend 2013	Non-voting			1,036,724	807,040,163	55,579,946	–
	ESOP	Voting			3,237,566	810,277,729	55,579,946	–
2015	Scrip issue for final dividend 2014	Voting		Rs. 2.00 per share	8,118,773	818,396,502	55,579,946	–
	Scrip issue for final dividend 2014	Non-voting			719,740	818,396,502	56,299,686	–
	ESOP	Voting			2,170,613	820,567,115	56,299,686	–
2016	Scrip issue for final dividend 2015	Voting		Rs. 2.00 per share	11,818,040	832,385,155	56,299,686	–
	Scrip issue for final dividend 2015	Non-voting			912,967	832,385,155	57,212,653	–
	ESOP	Voting			1,136,732	833,521,887	57,212,653	–
2017	Scrip issue for final dividend 2016	Voting		Rs. 2.00 per share	10,521,802	844,043,689	57,212,653	–
	Scrip issue for final dividend 2016	Non-voting			903,357	844,043,689	58,116,010	–
	Rights issue	Voting		1 for 10	84,649,465	928,693,154	58,116,010	–
	Rights issue	Non-voting		1 for 10	5,811,601	928,693,154	63,927,611	–
	ESOP	Voting			3,278,537	931,971,691	63,927,611	–
2018	Scrip issue for final dividend 2017	Voting		Rs. 2.00 per share	11,998,388	943,970,079	63,927,611	–
	Scrip issue for final dividend 2017	Non-voting			1,085,563	943,970,079	65,013,174	–
	ESOP	Voting			1,739,324	945,709,403	65,013,174	–
2019	Scrip issue for final dividend 2018	Voting		Rs. 2.00 per share	15,249,529	960,958,932	65,013,174	–
	Scrip issue for final dividend 2018	Non-voting			1,241,095	960,958,932	66,254,269	–
	ESOP	Voting			293,385	961,252,317	66,254,269	–
2020	Scrip issue for final dividend 2019	Voting		Rs. 2.00 per share	22,485,434	983,737,751	66,254,269	–
	Scrip issue for final dividend 2019	Non Voting			1,716,432	983,737,751	67,970,701	–
	Issue of shares via a Private Placement	Voting			115,197,186	1,098,934,937	67,970,701	–
2021	Scrip issue for final dividend 2020	Voting		Rs. 2.00 per share	25,071,337	1,124,006,274	67,970,701	–
	Scrip issue for final dividend 2020	Non Voting			1,770,070	1,124,006,274	69,740,771	–
	ESOP	Voting			474,254	1,124,480,528	69,740,771	–

8. Engaging with shareholders

During the year, the Bank complied with its Shareholder Communication Policy, which outlines the various formal channels through which it engages with shareholders. It covers the timely communication of quarterly performance of the Group and the Bank as set out in the section on Financial Review 2021  in “Summary of Interim Financial Statements - Group and Bank”. It also records significant events that may reasonably be expected to impact the share price. (More details are given in Financial Calendar )

9. Quarterly performance in 2021 compared to 2020 (As per Rule No. 7.4 (a) (i) of the Listing Rules of the CSE)

Despite the challenges faced during the pandemic, the Bank duly submitted the Interim Financial Statements for the year 2021 to the CSE within applicable statutory deadlines. (The Bank duly complied with this requirement for 2020 as well). Please refer “Financial Calendar ” for further details. A Summary of the Income Statement and the Statement of Financial Position depicting quarterly performance during 2021 together with comparatives for 2020 is given in Summary of Interim Financial Statement – Group and Bank in the section on Financial Review 2021  for the information of stakeholders.

The Audited Income Statement for the year ended December 31, 2021 and the Audited Statement of Financial Position as at December 31, 2021 will be submitted to the CSE within three months from the year end, which is well within the required deadline as required by Rule No. 7.5 (a) of the Listing Rules of the CSE. (The Bank duly complied with this requirement for 2020).

This Annual Report in its entirety is available on the Bank’s website both as a PDF file and as well as an interactive version (http://www.combank.lk/newweb/en/investors).

Shareholders may also elect to receive a hard copy of the Annual Report on request. The Company Secretary of the Bank will respond to individual letters received from shareholders based on the requests made through the specimen request letter included in the booklet sent to shareholders.

10. Debt securities

Details of debentures issued and redeemed by the Bank during the year as well as the balances outstanding is as shown in the Table 42 given below:

10.1 Debenture Composition Table – 42

	Fixed Interest Rate						Fixed Interest Rate
	2021						2020
Type of Issue	Public	Public	Public	Public	Public	Public	Public	Public	Public	Public	Public	Public
Debenture Type	Type "B"	Type "B"	Type "A"	Type "B"	Type "A"	Type "B"	Type "A"	Type "B"	Type "A"	Type "B"	Type "A"	Type "B"
CSE Listing	Listed	Listed	Listed	Listed	Listed	Listed	Listed	Listed	Listed	Listed	Listed	Listed
Issue Date	9-Mar-16	28-Oct-16	23-Jul-18	23-Jul-18	21-Sep-21	21-Sep-21	9-Mar-16	9-Mar-16	28-Oct-16	28-Oct-16	23-Jul-18	23-Jul-18
Maturity Date	8-Mar-26	27-Oct-26	22-Jul-23	22-Jul-28	20-Sep-26	20-Sep-28	8-Mar-21	8-Mar-26	27-Oct-21	27-Oct-26	22-Jul-23	22-Jul-28
Interest Payable Frequency	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually	Bi-Annually
Offered Interest Rate	11.25% p.a.	12.25% p.a.	12.00% p.a.	12.50% p.a.	9.00% p.a.	9.50% p.a.	10.75% p.a.	11.25% p.a.	12.00% p.a.	12.25% p.a.	12.00% p.a.	12.50% p.a.
Amount (Rs. Mn.)	1,749.09	1,928.20	8,393.84	1,606.16	4,237.47	4,358.00	4,430.34	1,749.09	5,071.80	1,928.20	8,393.84	1,606.16
Market Values
– Highest (Rs.)	Not traded during the year	Not traded during the year	Not traded during the year	Not traded during the year	Not traded during the year	102.00	100.49	100.00	Not traded during the year	Not traded during the year	Not traded during the year	100.00
– Lowest (Rs.)						100.00	100.00	95.00				100.00
– Year-end (Rs.)						102.00	100.49	95.00				100.00
Interest Rates
– Coupon Rate (%)	11.25	12.25	12.00	12.50	9.00	9.50	10.75	11.25	12.00	12.25	12.00	12.50
– Effective Annual Yield (%)	11.57	12.63	12.36	12.89	9.20	9.73	11.04	11.57	12.36	12.63	12.36	12.89
Interest rate of comparable Government Security (%)	10.67	10.86	8.45	11.32	10.65	11.42	4.70	6.75	5.00	6.80	5.95	7.15
Other Ratios as at date of last trade
– Interest Yield (%)	N/A	N/A	N/A	N/A	N/A	N/A	9.80	12.43	N/A	N/A	N/A	12.49
– Yield to Maturity (%)	N/A	N/A	N/A	N/A	N/A	N/A	9.86	12.37	N/A	N/A	N/A	12.50

11. Key Shareholder Return Indicators  Table – 43

	2021	2020
Debt equity ratio (%)	23.74	35.51
Net assets value per share (Rs.)	138.08	134.67
Interest cover (Times)	13.18	10.37
Liquid assets ratio (%) (Minimum 20%)
Domestic Banking Unit	38.73	44.99
Off-shore Banking Unit	36.39	32.70
Liquidity Coverage Ratio (%)
Rupee	425.97	599.38
All Currency	242.52	422.86
Net Stable Funding Ratio – NSFR (%)	157.47	157.49

12. Credit ratings

12.1 National Long-term ratings

Fitch Ratings Lanka Ltd., has revised the National Long-term Rating of the Sri Lankan financial institutions following the recalibration of its Sri Lankan national rating scale. However, Fitch Ratings reaffirmed the National Long-term rating of the Bank at AA-(lka) and its outlook to stable in August 2021.

The Bank’s Bangladesh Operation’s credit rating was reaffirmed at AAA by Credit Rating Information Services Ltd., in June 2021 for the 11th consecutive year.

12.2 Credit ratings – Debentures

The credit rating of the Bank’s Subordinated Debentures was also reaffirmed at A(lka) by Fitch Ratings Lanka Ltd., in September 2021.