Investor relations

Dear Stakeholder,

Disciplined growth, enduring value

We sincerely appreciate the continued confidence of our investors, who support the Bank through investments in both our equity and debt instruments. Our focus remains on delivering attractive, sustainable returns through prudent growth and disciplined capital management that support long-term value creation. In line with this commitment, we aim to provide a clear and transparent account of the Bank’s and the Group’s financial performance, operating results and cash flows, to support informed investment decisions.

As one of Sri Lanka’s two top-tier D-SIBs and the largest private sector bank, we believe we are well positioned to meet investor expectations. The operating environment in 2025 improved significantly compared to recent years, opening opportunities for sustainable expansion. While challenges remain, we have continued to rely on our resilience, strong governance and rigorous risk management to respond effectively to evolving market conditions. We trust that the information in this Integrated Report and Financial Statements provides a balanced view of our fundamentals, financial stability and strategic direction, and reinforces the confidence of our investor community.

Two-way engagement and timely communication

The Bank remains committed to maintaining open, transparent and timely communication with investors, underpinned by mutual trust and confidence. We uphold investor rights in accordance with applicable regulations and proactively address material matters raised through our engagement processes, as outlined in the Stakeholder Engagement section. Our approach to investor relations continues to go beyond statutory requirements, reflecting our commitment to strong corporate governance and best practice disclosures.

We engage investors through a range of channels to ensure access to relevant and up-to-date information. While the Annual Report remains our primary communication tool, it is complemented by AGMs and EGMs, quarterly investor calls, investor roadshows and opportunities for direct dialogue with the Bank’s leadership. Consistent with our transparency agenda, this year’s Integrated Annual Report has been presented in a more concise and structured format to improve clarity and accessibility.

We value the feedback received from shareholders through surveys and direct engagement, which continues to inform enhancements to our reporting and communication. To strengthen two-way dialogue, a stakeholder feedback form has also been included in this year’s Annual Report. We encourage shareholders to share their views and suggestions, helping us better align priorities with investor expectations and support long-term value creation.

Enhancing online investor access and transparency

Our Investor Relations section (https://www.combank.lk/investors) continues to serve as a key digital platform for investor engagement. It provides access to both PDF and interactive versions of the Bank’s Annual Report, together with timely updates on financial disclosures, corporate actions and governance developments. Ensuring accurate and prompt communication remains a priority, and we continue to enhance our digital channels to meet evolving stakeholder expectations.

Through these efforts, we reaffirm our commitment to responsible and transparent investor relations, keeping stakeholders well informed and engaged as we pursue sustainable long-term value creation.

We believe the Bank’s consistent communication and active engagement with key stakeholders have supported investor confidence and helped position our shares as a resilient and attractive investment proposition, notwithstanding the global and domestic developments outlined in the Operating Environment and Outlook section.

CSE and Banking Sector Momentum

Building on the strong performance recorded in 2024, the Colombo Stock Exchange (CSE) sustained its bullish momentum through 2025. The All Share Price Index (ASPI) closed the year at 22,624 points, a 41.89% increase from 15,945 points at end-2024, while the S&P SL20 Index rose by 26.64% to 6,157 points. This market performance translated into a notable expansion in market capitalisation, which increased by 41.67% to Rs. 8.069 Tn. at end-2025. Against this backdrop, banking sector shares also recorded healthy gains, with the Bank Index rising to 1,788 points by year-end-an increase of 33.73% from 1,337 points at end-2024. Improved macroeconomic stability and sustained investor confidence supported this broad expansion, reinforcing the CSE’s role in enhancing Sri Lanka’s investment attractiveness.

Commercial Bank Share Performance

Reflecting this positive sector performance, the Bank’s ordinary voting and ordinary non-voting shares appreciated by 38.69% and 64.94%, respectively, during 2025. Accordingly, the market prices of the ordinary voting and ordinary non-voting shares closed at Rs. 200.75 and Rs. 190.50, respectively, compared to Rs. 144.75 and Rs. 115.50 at end-2024. With the inclusion of the recommended dividend for FY2025 of Rs. 10.50 per share, the total shareholder return on ordinary voting and ordinary non-voting shares amounted to 45.94% and 74.03%, respectively.

As at end-2025, the ordinary voting share traded at 1.01 times its book value (compared to 0.85 times in 2024). Commercial bank remained the largest bank by market capitalisation, successfully crossing the USD 1 Bn. milestone during the year, reflecting investor confidence in the Bank’s strong fundamentals and strategic positioning.

The Bank’s public holding (free float) remained high as at December 31, 2025, with ordinary voting shares at 99.83% (99.79% in 2024) and ordinary non-voting shares at 99.96% (99.88% in 2024). The Bank’s float-adjusted market capitalisation – compliant under Option 1 of the CSE minimum public holding requirements – increased by 42.19%, from Rs. 229.836 Bn. in 2024 to Rs. 326.807 Bn. in 2025.

As shown in Tables 62 and 63 , both ordinary voting and ordinary non-voting shares remained actively traded on the CSE, providing investors with liquidity and ease of entry and exit. Trading activity increased, with the number of share transactions rising by 32.80% for ordinary voting shares (45.84% in 2024) and 71.49% for ordinary non-voting shares (61.40% in 2024). In addition, volumes traded increased by 15.71% for ordinary voting shares (118.98% in 2024) and 25.95% for ordinary non-voting shares (97.76% in 2024).

Investor interest in the Bank’s shares also strengthened during the year, reflected in the expansion of the shareholder base. As at end-2025, 22,695 shareholders held ordinary voting shares (16,966 in 2024) and 8,345 shareholders held ordinary non-voting shares (6,342 in 2024), as set out in Tables 65 .

CSE Listing Rules Disclosure Compliance

We confirm that the Bank has complied with the applicable disclosure requirements set out in Section 7.6 of the CSE Listing Rules relating to the Annual Report and Financial Statements of a listed entity. A comprehensive compliance table (Table 55) is presented below, providing cross-references to each requirement and the relevant sections and page numbers where the corresponding disclosures are included in this Annual Report.

The pages that follow provide an overview of the performance of the Bank’s listed securities, reflecting market movements, investor activity and key indicators relevant to shareholders and the wider investor community.

Compliance with requirements of the Section 7.6 of the Listing Rules of the CSE Table – 55

Rule No.	Disclosure requirement		Section/reference	Page/s
7.6 (i)	Names of Directors during the financial year and their profiles.		Board of Directors and Profiles
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	319 and 320 24 and 25
7.6 (iii)	Names and the number of shares held by the 20 largest holders of voting and non-voting ordinary shares and the percentage of such shares held.		Item 4.2 of the “Investor Relations”	197 and 198
7.6 (iv) (a)	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”	198
7.6 (iv) (b)	Public holding percentage (%), and the number of public shareholders of foreign currency denominated Shares.		The Bank has not issued any foreign currency denominated Shares	N/A

Rule No.	Disclosure requirement		Section/reference	Page/s
7.6 (v)	Details of each Director’s and Chief Executive Officer’s holding in each class of shares of the Bank at the beginning and end of the financial year.		Item 4.4 of the “Investor Relations”	199
7.6 (vi)	Information pertaining to material foreseeable risk factors of the Bank.		Risk Governance and Management Report of the Board Integrated Risk Management Committee Note 66 to the Financial Statements: Financial Risk Review Directors’ Statement on Internal Control over Financial Reporting and Risk Management Independent Assurance Report – Internal Control The Independent Auditors’ Report	273 to 296 238 to 240 437 to 469 266 and 267 268 300 to 304
7.6 (vii)	Details of material issues pertaining to employees and industrial relations of the Bank.		During the year under review, the Bank did not encounter any material employee or industrial relations issues that require disclosure
7.6 (viii)	Extents, locations, valuations and the number of buildings of the Bank’s land holdings and investment properties.		Note 38.5 (a) and (b) to the Financial Statements Note 39.1 (a) and (b) to the Financial Statements	385 to 391 394 and 395
7.6 (ix)	Number of shares representing the Bank’s stated capital.		Note 51 to the Financial Statements Item 5 of the “Investor Relations”	416 and 417 200
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”	199
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, lowest values recorded during the financial year and the market value as at the end of the financial year. Debt – Interest rate of comparable Government Securities, debt/equity ratio, interest cover and Debt Service Coverage ratio, market prices and yield during the year – High, low and last traded prices Any changes in credit rating (for the Bank or any other instrument issued by the Bank).		Financial Highlights Items 2 and 3 the “Investor Relations” Item 8 of the “Investor Relations” Note 50 to the Financial Statements: Subordinated Liabilities Annex 2 – Basel III – Disclosures under Pillar III as per Banking Act Directions No. 01 of 2016 – Disclosure 6 – Main features of regulatory capital instruments – Group Item 10 of the “Investor Relations”	20 194 and 196 203 414 to 416 512 and 513 203
7.6 (xii)	Significant changes in the Bank’s or its subsidiaries’ fixed assets including substantial difference between market value and book value of lands.		Note 38.5 (b) to the Financial Statements Note 39.1(b) to the Financial Statements	386 to 391 395

Rule No.	Disclosure requirement		Section/reference	Page/s
7.6 (xiii)	Details of funds raised through Initial Public Offering and/or a further issue of Securities during the year. a. the manner in which the funds of such issue/s have been utilised in conformity with the format provided by the CSE from time to time; b. if any shares or debentures have been issued, the number, class of shares or debenture and consideration received and the reason for the issue; and, c. any material change in the use of funds raised through an issue of Securities.		Notes 51 and 51.1 to the Financial Statements. Note 50 to the Financial Statements for the details of debentures issued during the year. Annex 2 – Basel III – Disclosures under Pillar III as per Banking Act Directions No. 01 of 2016 – Disclosure 6 – Main features of regulatory capital instruments – Group	416 and 417 414 to 416 512 and 513
7.6 (xiv)	a. Information in respect of Employee Share Option Schemes (ESOS).
	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.		Note 52 to the Financial Statements “Employee Share Option Plans”	417 to 419
	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.		The Group and the Bank have not, directly or indirectly, provided funds to employees to purchase shares under the ESOPs The Group and the Bank do not have any employee profit sharing plans, except the variable bonus scheme.	N/A
	b. Information in respect of Employee Share Purchase Schemes (ESPS)		Not applicable as the Bank does not have Employee Share Purchase Schemes	N/A
7.6 (xv)	Disclosures pertaining to Corporate Governance practices in terms of Section 9 of the Rules		Required disclosures are given in Annexure 1.3 “Compliance with Section 9 of the Listing Rules issued by the Colombo Stock Exchange”	495 to 501
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 2025 and as at end 2025 (Note 62.6 to the Financial Statements).	435

Rule No.	Disclosure requirement		Section/reference	Page/s
	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 Entity and the Related Party iv. The amount of the transaction and terms of the transaction V. The rationale for entering into the transaction		Note 62 to the Financial Statements ”Related Party Disclosures”	430 to 435
7.6 (xvii)	Disclosures on foreign currency denominated securities listed on the CSE		The Bank has not issued Foreign Currency denominated Securities	N/A
7.6 (xviii)	Disclosures on the GSS + Bonds listed on the CSE a. The list of GSS + Projects/s to which proceeds of the GSS + Bonds have been allocated to/invested in, including a brief description of such project/s and the amounts disbursed. b. Any updates in relation to the disclosures made in the documentation on GSS + Bonds from the date of listing. c. Qualitative performance indicators in line with the ICMA Principles and Guidelines, ‘ICMA Harmonised Framework for Impact Reporting and Harmonised Framework for Impact Reporting for Social Bonds’ and where applicable Green Finance Taxonomy or any related Taxonomy issued by the Central Bank of Sri Lanka where feasible, quantitative performance measures of the environmental impact of the GSS+ Project/s. In the event the quantitative benefits/impact cannot be ascertained, the said fact may be appropriately disclosed along with the reasons for non-ascertainment of the benefits/impact on the environment. d. Methods and the key underlying assumptions used in preparation of the performance indicators and metrics.		In August 2025, the Bank infused Rs. 15 Bn., through a green bond issue Basel III Compliant – Tier 2 Listed Rated Unsecured Subordinated Redeemable with a Non-Viability Conversion feature.	84
7.6 (xix)	Disclosures on Perpetual Debt Securities listed on the CSE		The Bank has not issued any Perpetual Debt Securities	N/A
7.6 (xx)	Disclosures on Infrastructure Bonds listed on the CSE		The Bank has not issued any Infrastructure Bonds	N/A
7.6 (xxi)	Disclosures on Shariah Compliant Debt Securities listed on the CSE		The Bank has not issued any Shariah Compliant Debt Securities	N/A
7.6 (xxii)	Disclosures on High Yield Corporate Debt Securities listed on the CSE		The Bank has not issued any High Yield Corporate Debt Securities	N/A

1. Listed Securities of the Bank

The Bank’s ordinary voting and ordinary non-voting shares are listed on the Main Board of the Colombo Stock Exchange (CSE) under the ticker symbol “COMB”. In addition, all debentures issued by the Bank are also listed on the CSE, supporting transparency and accessibility for investors. A summary of the Bank’s listed securities is provided in Table 56 on page 193.

Trading activity and daily price movements for shares and listed debentures (where applicable) are also reported in the Business sections of leading daily newspapers, including the Daily News, Daily FT, The Island and the Daily Mirror, typically under the name “Commercial Bank” or the abbreviation “COMB”.

Summary of listed securities of the Bank Table – 56

	Number in issue as at		Security code/ID
	December 31, 2025	December 31, 2024
Equity
Ordinary shares – Voting	1,539,161,949	1,515,212,126	COMB.N0000
Ordinary shares – Non-voting	96,341,685	95,086,178	COMB.X0000
Debt
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 2018/28	16,061,600	16,061,600	COMB-BD-22/07/28-C2405-12.50
Fixed rate Debentures September 2021/26	42,374,700	42,374,700	COMB-BD-20/09/26-C2491-09.00
Fixed rate Debentures September 2021/28	43,580,000	43,580,000	COMB-BD-20/09/28-C2492-09.50
Fixed rate Debentures December 2022/27	67,246,800	67,246,800	COMB-BD-11/12/27-C2504-28.00
Fixed rate Debentures December 2022/29	32,638,200	32,638,200	COMB-BD-11/12/29-C2503-27.00
Fixed rate Debentures December 2022/32	115,000	115,000	COMB-BD-11/12/32-C2505-22.00
Fixed rate Debentures December 2023/28	21,324,000	21,324,000	COMB-BD-19/12/28-C2516-14.50
Fixed rate Debentures December 2023/28	75,580,900	75,580,900	COMB-BD-19/12/28-C2517-15.00
Fixed rate Debentures December 2023/30	329,800	329,800	COMB-BD-19/12/30-C2519-13.75
Fixed rate Debentures December 2023/30	8,177,600	8,177,600	COMB-BD-19/12/30-C2521-14.25
Fixed rate Debentures December 2023/33	308,400	308,400	COMB-BD-19/12/33-C2518-13.50
Fixed rate Debentures December 2023/33	14,279,300	14,279,300	COMB-BD-19/12/33-C2520-14.00
Fixed rate Debentures July 2024/29	14,272,500	14,272,500	COMB-BD-09/07/29-C2532-12.60
Fixed rate Debentures July 2024/29	124,551,600	124,551,600	COMB-BD-09/07/29-C2533-13.00
Fixed rate Debentures July 2024/31	1,396,700	1,396,700	COMB-BD-09/07/31-C2534-12.85
Fixed rate Debentures July 2024/31	3,688,900	3,688,900	COMB-BD-09/07/31-C2535-13.25
Fixed rate Debentures July 2024/34	730,400	730,400	COMB-BD-09/07/34-C2536-13.00
Fixed rate Debentures July 2024/34	55,359,900	55,359,900	COMB-BD-09/07/34-C2537-13.50
Fixed rate Green Bonds August 2025/30	8,019,400	Issued during the year 2025	COMB-BD-11/08/30-C2584-10.55
Fixed rate Green Bonds August 2025/30	134,081,300		COMB-BD-11/08/30-C2585-10.85
Fixed rate Green Bonds August 2025/32	403,000		COMB-BD-11/08/32-C2586-10.85
Fixed rate Green Bonds August 2025/32	3,247,700		COMB-BD-11/08/32-C2587-11.15
Fixed rate Green Bonds August 2025/35	1,094,200		COMB-BD-11/08/35-C2588-11.00
Fixed rate Green Bonds August 2025/35	3,154,400		COMB-BD-11/08/35-C2589-11.30

Equity securities

Description of ordinary shares Table – 57

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. ComBank share performance, liquidity, and market standing

Investor interest in the Bank’s shares remained strong throughout 2025, sustaining the momentum recorded in 2024. This was reflected in the higher number of share transactions (Table 62 on page 196), increased trading volumes (Table 63 on page 196) and a marked expansion in the shareholder base across both ordinary voting and ordinary non-voting categories (Table 65 on page 197).

The market price of the Bank’s ordinary voting shares increased by 38.69% (compared to 51.57% in 2024) to close at Rs. 200.75 at end-2025, up from Rs. 144.75 at end-2024. Ordinary non-voting shares rose by 64.94% (compared to 43.66% in 2024) to close at Rs. 190.50, from Rs. 115.50 a year earlier (Table 59 on page 195). During the year, non-voting share prices broadly tracked the movement of voting shares, reflecting consistent market alignment.

The Bank continued its policy of issuing scrip dividends, supporting shareholder value and reinforcing long-term investor confidence.

Market capitalisation of the Bank’s voting and non-voting shares increased to Rs. 327.340 Bn. (USD 1.056 Bn.) at end-2025, from Rs. 230.309 Bn. (USD 786.039 Mn.) at end-2024. This represented 4.06% of the total market capitalisation of the CSE (4.04% in 2024), underscoring the Bank’s growing market presence.

The Bank’s shares ranked second among all listed entities on the CSE (up from fourth in 2024) and remained the highest-ranked corporate entity in the banking sector, reaffirming investor confidence in the Bank’s fundamentals and market leadership.

2.1 Movement of COMB voting share price during the year Table – 58

Month	Jan-25	Feb-25	Mar-25	Apr-25	May-25	Jun-25	Jul-25	Aug-25	Sep-25	Oct-25	Nov-25	Dec-25
Highest Price (Rs.)	151.00	152.25	151.00	146.00	149.75	159.50	178.75	199.25	197.00	207.50	218.00	205.00
Lowest Price (Rs.)	135.00	139.50	135.50	120.00	135.75	143.00	156.50	170.00	181.75	193.00	205.00	170.00
Price at the month end (Rs.)	148.50	148.50	147.50	136.50	148.25	159.00	169.75	194.75	192.75	205.00	208.00	200.75

2.2 Share price movement of last five years [As per Rule No. 7.6 (xi) of the Listing Rules of the CSE] Table – 59

Year	2025 Rs.	2024 Rs.	2023 Rs.	2022 Rs.	2021 Rs.
Ordinary shares – Voting
Highest price during the year	218.00	145.75	107.50	85.00	105.00
Lowest price during the year	120.00	78.00	50.00	48.70	76.90
Last traded price	200.75	144.75	95.50	50.20	79.30
Ordinary shares – Non-voting
Highest price during the year	200.00	117.00	89.00	78.50	95.90
Lowest price during the year	96.10	67.50	40.00	39.40	69.60
Last traded price	190.50	115.50	80.40	41.30	72.00

2.3 Sustainable value for investors Table – 60

	Ordinary shares – Voting			Ordinary shares – Non-voting
	Trade date	2025 Rs.	2024 Rs.	Trade date	2025 Rs.	2024 Rs.
Highest price	November 13, 2025	218.00		November 13, 2025	200.00
	December 31, 2024		145.75	December 31, 2024		117.00
Lowest price	April 07, 2025	120.00		April 07, 2025	96.10
	September 12, 2024		78.00	September 10, 2024		67.50
Year-end price		200.75	144.75		190.50	115.50

2.4 Information on shareholders’ funds and Bank’s market capitalisation Table – 61

As at December 31,	Shareholders’ funds Rs. Bn.	Commercial Bank’s market capitalisation (*) Rs. Bn.	Total market capitalisation of the CSE Rs. Bn.	Commercial Bank’s market capitalisation as a % of CSE market capitalisation %	Commercial Bank’s market capitalisation ranking Rank	Commercial Bank’s market capitalisation (*) USD Mn.
2025	324	327	8,069	4.06	2	1,055.935
2024	275	230	5,696	4.04	4	786.039
2023	215	124	4,249	2.93	9	383.429
2022	204	62	3,847	1.60	12	167.824
2021	165	94	5,490	1.72	9	470.963

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

2.5 Number of share transactions Table – 62

For the year ended December 31,	2025	2024	2023	2022	2021
Ordinary shares – Voting	81,756	61,562	42,212	25,271	58,754
Ordinary shares – Non-voting	38,466	22,430	13,897	10,075	18,827

2.6 Number of shares traded (’000) Table – 63

For the year ended December 31,	2025	2024	2023	2022	2021
Ordinary shares – Voting	240,365	207,727	94,863	114,432	187,853
Ordinary shares – Non-voting	39,980	31,744	16,052	8,355	15,712

3. Dividend declaration, capital priorities, and regulatory alignment

The Bank recognises the importance of dividends in balancing shareholder expectations with the Bank’s capital and funding requirements. Historically, interim cash dividends were paid until 2019. However, in line with the Central Bank of Sri Lanka’s Banking Act Directions on Restrictions on Discretionary Payments of Licensed Banks, the Bank did not declare interim cash dividends from 2020 to 2024. These measures were introduced to safeguard liquidity and key prudential indicators during a period of heightened economic uncertainty. In addition, licensed banks were required to defer dividend declarations until the financial statements for the respective year were finalised and audited.

Having considered the applicable regulatory guidance and the Bank’s performance, the Board of Directors has recommended a final dividend of Rs. 10.50 per ordinary share for both ordinary voting and ordinary non-voting shares (Rs. 9.50 in 2024), in accordance with the Board-approved dividend policy. The dividend will be distributed as a cash dividend of Rs. 8 per share and a scrip dividend of Rs. 2.50 per share, consistent with the Bank’s capital management strategy (compared to Rs. 7.50 and Rs. 2.00 per share, respectively, in 2024).

This first and final dividend for 2025 will be submitted for shareholder approval at the 57th Annual General Meeting, scheduled to be held on March 31, 2026.

3.1 Dividend information [As per Rule No. 7.6 (xi) of the Listing Rules of the CSE] Table – 64

Dividends/year	2025	2024	2023	2022	2021
Cash – Rs. Per share
Interim paid	–	–	–	–	–
Final proposed	8.00	7.50	4.50	–	4.50
Total	8.00	7.50	4.50	–	4.50
Scrip – Rs. Per share
Final proposed/allotted	2.50	2.00	2.00	4.50	3.00
Total	10.50	9.50	6.50	4.50	7.50
Gross dividend paid (Rs. Bn.)
Cash	13.08	12.08	5.91	–	5.37
Scrip	4.09	3.22	2.63	5.58	3.58
Total	17.17	15.30	8.54	5.58	8.95
Dividend payout ratio (%)
Cash	22.37	22.33	28.90	–	22.77
Cash and shares	29.36	28.29	41.75	24.29	37.94
Dividend yield (%)*
Cash	3.99	5.18	4.71	–	5.67
Cash and shares	5.23	6.56	6.81	8.96	9.46

*Based on the voting share price

4. Shareholders

As at December 31, 2025, the Bank had 22,695 ordinary voting shareholders and 8,345 ordinary non-voting shareholders, compared to 16,966 and 6,342, respectively, at end-2024 (Table 65 on page 197).

The composition of the 20 largest shareholders recorded two new entrants during the year. The top 20 shareholders held 72.60% of ordinary voting shares (77.08% in 2024). In the ordinary non-voting share category, the top 20 shareholders’ holding declined to 34.63% from 35.46% in 2024, reflecting a similar pattern of changes in the shareholder mix.

These ownership patterns reflect continued investor confidence and stability in the Bank’s shareholder base, while supporting diversification and liquidity in trading.

4.1 Number of ordinary shareholders Table – 65

As at December 31,	2025 Nos.	2024 Nos.
Ordinary shareholders – Voting	22,695	16,966
Ordinary shareholders – Non-voting	8,345	6,342
Total	31,040	23,308

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 – 66

As at December 31,		2025		2024 (*)
Ordinary shares – Voting		Number of shares	%	Number of shares	%
1.	Mr Y S H I Silva	153,026,437	9.94	149,546,792	9.87
2.	Mr D P Pieris	148,424,191	9.64	146,615,856	9.68
3.	DFCC Bank PLC A/C 1	148,302,476	9.64	147,220,542	9.72
4.	Employees Provident Fund	112,533,469	7.31	124,889,157	8.24
5.	CB NY S/A International Finance Corporation	108,734,867	7.06	107,483,349	7.09
6.	Sri Lanka Insurance Corporation Ltd. – Life Fund	77,138,564	5.01	76,250,714	5.03
7.	Melstacorp PLC	63,693,977	4.14	62,960,871	4.16
8.	CB NY S/A IFC Emerging Asia Fund. LP	56,056,359	3.64	55,411,161	3.66
9.	CB NY S/A IFC Financial Institutions Growth Fund LP	56,056,359	3.64	55,411,161	3.66
10.	Sri Lanka Insurance Corporation Ltd. – General Fund	54,092,459	3.51	53,469,865	3.53
11.	Citibank New York S/A Norges Bank Account 2	23,966,545	1.56	21,220,536	1.40
12.	Renuka Hotels PLC	20,356,520	1.32	20,122,221	1.33
13.	Cargo Boat Development Company PLC	14,296,344	0.93	13,981,796	0.92
14.	Est. of Late M J Fernando	13,740,204	0.89	13,582,057	0.90
15.	Renuka Consultants & Services Limited	12,292,358	0.80	12,041,979	0.79
16.	DFCC BANK PLC/Y S H R S Silva	11,527,338	0.75	5,548,293	0.37
17.	First Capital Holding PLC	11,252,302	0.73	15,179,466	1.00
18.	Metrocorp (Pvt) Ltd.	11,195,895	0.73	Nil	–
19.	Hatton National Bank PLC/Phantom Investments (Private) Limited	10,529,109	0.68	Nil	–
20.	Employees Trust Fund Board	10,228,264	0.66	17,064,771	1.13
	Sub Total	1,117,444,037	72.60	1,098,000,587	72.48
	Other Shareholders	421,717,912	27.40	417,211,539	27.52
	Total	1,539,161,949	100.00	1,515,212,126	100.00

* Comparative shareholdings as at December 31, 2024 of the twenty largest voting shareholders as at December 31, 2025.

Non-voting shareholders Table – 67

As at December 31,		2025		2024 (*)
Ordinary shares – Non-voting		Number of shares	%	Number of shares	%
1.	Akbar Brothers (Pvt) Ltd.	6,485,188	6.73	4,772,046	5.02
2.	Employees Trust Fund Board	3,928,663	4.08	6,111,455	6.43
3.	Mr A L Goneratne, Mrs C Goneratne (Joint)	2,027,023	2.10	1,894,608	1.99
4.	Mr T W A Wickramasinghe, Mrs N Wickramasinghe (Joint)	1,900,000	1.97	1,660,000	1.75
5.	Saboor Chatoor (Pvt) Ltd.	1,632,147	1.69	1,380,574	1.45
6.	Mr A P Somasiri	1,522,000	1.58	800,000	0.84
7.	Mrs L V C Samarasinha	1,459,013	1.51	1,440,000	1.51
8.	Mr M F Hashim	1,444,351	1.50	1,425,529	1.50
9.	Mr E Chatoor	1,320,000	1.37	1,147,000	1.21
10.	Quick Tea Pvt Ltd.	1,288,480	1.34	1,133,319	1.19
11.	Mr R Gautam	1,235,100	1.28	1,217,800	1.28
12.	Janashakthi Insurance PLC – Shareholders	1,191,441	1.24	1,175,915	1.24
13.	Mr S R Mather	1,129,907	1.17	Nil	–
14.	Swastika Mills Ltd.	1,049,012	1.09	874,592	0.92
15.	Mr K S M De Silva	1,032,453	1.07	1,003,550	1.06
16.	Mr J D Bandaranayake, Ms N Bandaranayake & Dr V Bandaranayake (Joint)	993,663	1.03	980,714	1.03
17.	J B Cocoshell (Pvt) Ltd.	992,311	1.03	1,124,374	1.18
18.	Mr J D Bandaranayake, Dr V Bandaranayake & Ms I Bandaranayake (Joint)	968,893	1.01	956,267	1.01
19.	Est. of Late M J Fernando	946,615	0.98	934,279	0.98
20.	Mr A H Munasinghe	830,723	0.86	854,686	0.90
	Sub Total	33,376,983	34.63	30,886,708	32.49
	Other Shareholders	62,964,702	65.37	64,199,470	67.51
	Total	96,341,685	100.00	95,086,178	100.00

(*) Comparative shareholdings as at December 31, 2024 of the twenty largest non-voting shareholders as at December 31, 2025.

4.3 Public shareholding [As per Rule No. 7.6 (iv) and 7.13.1 of the Listing Rules of the CSE] Table – 68

As at December 31,	2025		2024
	Number	%	Number	%
Number of shareholders representing the public holding (Voting)	22,656	99.83	16,927	99.79
Number of shareholders representing the public holding (Non-voting)	8,343	99.96	6,338	99.88
Float adjusted market capitalisation (Compliant under Option 1) – Rs. Bn.	327		230

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 – 69

	Ordinary shares voting		Ordinary shares non-voting
As at December 31,	2025	2024	2025	2024
Mr S Muhseen – Chairman (*)	3,400	3,361	Nil	Nil
Mr R Senanayake – Deputy Chairman (*)	Nil	Nil	Nil	Nil
Mr S C U Manatunge – Managing Director/Chief Executive Officer	564,324	198,084	Nil	Nil
Ms J Lee (*)	Nil	Nil	Nil	Nil
Ms D L T S Wijewardena (*)	Nil	Nil	Nil	Nil
Dr S Selliah (*)	38,855	38,408	Nil	Nil
Mr S Prabagar – Chief Operating Officer	355,061	309,955	42,772	42,215
Mr D N L Fernando (*)	Nil	Nil	Nil	Nil
Mr P M Kumarasinghe (*)	Nil	Nil	Nil	Nil
Mr P Y S Perera (*)	2,427	2,400	Nil	Nil
Ms R M A S Parakrama (**)	123	Nil	Nil	Nil

(*) Independent Non-Executive Director

(**) Appointed as an Independent Non-Executive Director w.e.f. August 11, 2025

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 – 70

As at December 31,		2025				2024
		Number of shares	Percentage %	Number of shareholders	Percentage %	Number of shares	Percentage %	Number of shareholders	Percentage %
Ordinary shares – Voting
1 – 1,000		14,940	65.83	3,075,029	0.20	9,965	58.74	2,114,698	0.14
1,001 – 10,000		5,136	22.63	18,138,526	1.18	4,564	26.90	16,712,337	1.10
10,001 – 100,000		2,105	9.28	62,167,592	4.04	1,976	11.64	59,567,028	3.93
100,001 – 1,000,000		421	1.85	129,875,458	8.44	383	2.26	110,264,030	7.28
Over 1,000,000		93	0.41	1,325,905,344	86.14	78	0.46	1,326,554,033	87.55
Total		22,695	100.00	1,539,161,949	100.00	16,966	100.00	1,515,212,126	100.00
Ordinary shares – Non-voting
1 – 1,000		5,353	64.15	1,173,166	1.22	3,579	56.44	797,274	0.84
1,001 – 10,000		2,094	25.09	7,215,442	7.49	1,840	29.01	6,561,441	6.90
10,001 – 100,000		741	8.88	21,065,477	21.87	774	12.20	22,240,440	23.39
100,001 – 1,000,000		142	1.70	38,242,822	39.69	134	2.11	36,374,240	38.25
Over 1,000,000		15	0.18	28,644,778	29.73	15	0.24	29,112,783	30.62
Total		8,345	100.00	96,341,685	100.00	6,342	100.00	95,086,178	100.00

4.6 Composition of shareholders based on residency and category Table – 71

As at December 31,	2025				2024
	Percentage %	Number of shares	Percentage %	Number of shareholders	Percentage %	Number of shares	Percentage %	Number of shareholders
Ordinary shares – Voting
Resident	22,429	98.83	1,263,514,934	82.09	16,727	98.59	1,238,491,891	81.74
Non-resident	266	1.17	275,647,015	17.91	239	1.41	276,720,235	18.26
Total	22,695	100.00	1,539,161,949	100.00	16,966	100.00	1,515,212,126	100.00
Individuals	21,855	96.30	516,938,577	33.59	16,238	95.71	556,300,655	36.71
Institutions	840	3.70	1,022,223,372	66.41	728	4.29	958,911,471	63.29
Total	22,695	100.00	1,539,161,949	100.00	16,966	100.00	1,515,212,126	100.00
Ordinary shares – Non-voting
Resident	8,262	99.01	92,688,724	96.21	6,270	98.86	91,810,004	96.55
Non-resident	83	0.99	3,652,961	3.79	72	1.14	3,276,174	3.45
Total	8,345	100.00	96,341,685	100.00	6,342	100.00	95,086,178	100.00
Individuals	8,041	96.36	64,354,575	66.80	6,062	95.58	62,158,895	65.37
Institutions	304	3.64	31,987,110	33.20	280	4.42	32,927,283	34.63
Total	8,345	100.00	96,341,685	100.00	6,342	100.00	95,086,178	100.00

5. 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 – 72

Year	Description	Type of share		Basis	Number of shares issued/(redeemed)	Number of shares
						Ordinary shares – voting	Ordinary shares non-voting
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
2003	Bonus Issue	Voting		1 for 3	13,000,000	52,000,000	2,790,138
	Rights Issue	Voting		1 for 4	13,000,000	65,000,000	2,790,138
	Bonus Issue	Non-voting		1 for 3	930,046	65,000,000	3,720,184
	Rights Issue	Non-voting		1 for 4	930,046	65,000,000	4,650,230
	Issue of cumulative redeemable preference shares				100,000,000	65,000,000	4,650,230

Year	Description	Type of share		Basis	Number of shares issued/(redeemed)	Number of shares
						Ordinary shares – voting	Ordinary shares non-voting
2004	ESOP	Voting			29,769	65,029,769	4,650,230
2005	ESOP	Voting			1,361,591	66,391,360	4,650,230
	Bonus Issue	Voting		1 for 1	66,389,162	132,780,522	4,650,230
	Bonus Issue	Non-voting		1 for 1	4,650,230	132,780,522	9,300,460
2006	ESOP	Voting			737,742	133,518,264	9,300,460
	Redemption of cumulative redeemable preference shares				(90,655,500)	133,518,264	9,300,460
2007	Rights Issue	Voting		3 for 10	40,288,996	173,807,260	9,300,460
	Bonus Issue	Voting		1 for 3	58,204,268	232,011,528	9,300,460
	ESOP	Voting			919,649	232,931,177	9,300,460
	Rights Issue	Non-voting		3 for 10	2,790,138	232,931,177	12,090,598
	Bonus Issue	Non-voting		1 for 3	4,030,199	232,931,177	16,120,797
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
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

Year	Description	Type of share		Basis	Number of shares issued/(redeemed)	Number of shares
						Ordinary shares – voting	Ordinary shares non-voting
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		1for10	84,649,465	928,693,154	58,116,010
	Rights Issue	Non-voting		1for10	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
2022	Scrip issue for final dividend 2021	Voting		Rs. 3.00 per share	42,755,914	1,167,236,442	69,740,771
	Scrip issue for final dividend 2021	Non-voting			2,800,834	1,167,236,442	72,541,605
2023	Scrip issue for final dividend 2022	Voting		Rs. 4.50 per share	68,687,375	1,235,923,817	72,541,605
	Scrip issue for final dividend 2022	Non-voting			5,054,128	1,235,923,817	77,595,733
	ESOP	Voting			601,578	1,236,525,395	77,595,733
2024	Scrip issue for final dividend 2023	Voting		Rs. 2.00 per share	23,202,324	1,259,727,719	77,595,733
	Scrip issue for final dividend 2023	Non-voting			1,642,749	1,259,727,719	79,238,482
	Rights issue	Voting		1 for 5	252,353,693	1,512,081,412	79,238,482
	Rights issue	Non-voting		1 for 5	15,847,696	1,512,081,412	95,086,178
	ESOP	Voting			3,130,714	1,515,212,126	95,086,178
2025	Scrip issue for final dividend 2024	Voting		Rs. 2.00 per share	17,646,951	1,532,859,077	95,086,178
	Scrip issue for final dividend 2024	Non-voting			1,255,507	1,532,859,077	96,341,685
	ESOP	Voting			6,302,872	1,539,161,949	96,341,685

6. Engaging with shareholders

The Bank has a Board-approved Shareholder Communication Policy that sets out formal channels for engaging with shareholders and ensuring timely, consistent and transparent communication. In line with this Policy, we provide regular updates on the Group’s and the Bank’s quarterly performance, as set out in the Summary of Interim Financial Statements – Group and Bank (pages 204 to 209), and disclose significant events that could reasonably be expected to influence the Bank’s share price (refer Financial Calendar on page 299).

We also value shareholder feedback and invite you to share your views on this Annual Report using the Stakeholder Feedback Form included at the end of the Report. Your input will help us further enhance the clarity, presentation and relevance of our disclosures in future reports.

7. Quarterly performance in 2025 compared to 2024 (As per Rule No. 7.5 (a) (i) of the Listing Rules of the CSE)

We wish to inform shareholders that the Bank duly submitted its Interim Financial Statements for 2025 to the Colombo Stock Exchange (CSE) within the applicable statutory deadlines, consistent with its timely submissions in 2024. Details of these requirements and the Bank’s compliance are set out in the Financial Calendar on page 299.

A summary of the Income Statement and the Statement of Financial Position, presenting the Bank’s quarterly performance for 2025 with comparative figures for 2024, is provided in the Summary of Interim Financial Statements – Group and Bank on pages 204 to 209 for stakeholder reference.

The Annual Report, including the Audited Financial Statements for the year ended December 31, 2025, will be submitted to the CSE within three months of the year-end in accordance with Rule 7.5(a) of the CSE Listing Rules (as complied with in 2024).

The Annual Report is available on the Bank’s website in both PDF and interactive formats at http://www.combank.lk/newweb/en/investors.

Shareholders who prefer a printed copy may request one. The Bank’s Company Secretary will respond to individual requests submitted using the specimen request letter included in the booklet sent to shareholders.

8. Debt securities

Details of debentures issued and redeemed by the Bank, together with outstanding balances and other relevant information, are set out in Note 50 to the Financial Statements – Subordinated Liabilities on pages 414 to 416.

8.1 Debenture composition (As per Rule No. 7.6 (xi) of the Listing Rules of the CSE)

For full details, please refer to Note 50 to the Financial Statements – Subordinated Liabilities on pages 414 to 416.

9.Key shareholder return indicators (As per Rule No. 7.6 (xi) of the Listing Rules of the CSE) Table – 73

For the year ended/as at December 31,	2025	2024
Key financial indicators
Interest margin (%)	4.51	4.27
Return on assets (before tax) (%)	2.96	3.56/2.12*
Return on equity (%)	19.51	22.06/16.57*
Net asset value per share (Rs.)	198.30	170.94
Regulatory liquidity
Liquidity coverage ratio – LCR (%) (Minimum 100%)
Rupee	419.40	529.20
All currencies	288.58	454.36
Net stable funding ratio – NSFR (%) (Minimum 100%)	163.94	187.29
Debt service related ratios
Debt equity ratio (%)	22.61	20.96
Interest cover (Times)	14.16	17.54
Debt service coverage ratio – DSCR (%)	166.35	220.16

*Normalised – After discounting the effect of debt restructuring

Please refer “Financial Highlights” and “Core Financial Soundness Indicators” on pages 20 and 179 for a comprehensive list of financial indicators.

10. Credit ratings [As per Rule No. 7.6 (xi) of the Listing Rules of the CSE]

10.1 National long-term ratings

Following the sovereign upgrade and the recalibration of Sri Lanka’s national rating scale, Fitch Ratings upgraded the Bank’s National Long-Term Rating to AA-(lka) from A(lka) with a Stable Outlook in January 2025. This rating was reaffirmed in September 2025.

In June 2025, Credit Rating Information Services Ltd (CRISL) reaffirmed the Bank’s AAA credit rating for its Bangladesh operations for the 15th consecutive year.

These ratings reflect the Bank’s strong financial profile, its established position as Sri Lanka’s third-largest bank, and its well-entrenched domestic deposit franchise, which continues to underpin its funding and liquidity strength.

10.2 Credit ratings – Debentures/Green Bonds [As per Rule No. 7.6 (xi) of the Listing Rules of the CSE]

The credit rating of the Bank’s Subordinated Debentures was upgraded to A(lka) by Fitch Ratings Lanka Ltd. in January 2025 and reaffirmed in September 2025.

Further, the Bank’s debut green bond issue in August 2025 was rated with A(lka) by Fitch Ratings Lanka Ltd.