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JKSB Company Profile

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Page 1: JKSB Company Profile
Page 2: JKSB Company Profile
Page 3: JKSB Company Profile

This is a painting of Colombo by the famous Australian artist Donald Friend. It depicts the city as it stood several decades ago as the centre of trade and commerce. The busy harbour, the Galle Face Green, parts of the Colombo Fort and several grand old buildings which are etched in detail are landmarks of Colombo even today. The artist lived in Sri Lanka, then called Ceylon, from 1957-1961 and is considered to be among the most important artists of the 20th century. The painting was commissioned by Mackinnon Mackenzie of Ceylon Ltd. and became a property of the Keells Group with the acquisition of the Mackinnons Group in 1974.

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Standing tall, sturdy and strong

John Keells Stock Brokers (Private) Limited, firmly rooted in the blue-chip conglomerate John Keells Holdings PLC, has grown from strength to strength over the years. Experience and expertise has helped the company make its mark in the stock broking field, and JKSB now boasts a large and balanced client base with an equal mix of foreign, institutional and retail investors.

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John Keells Stock Brokers, has consistently risen above its competitors as a result of its reputation and strength, and currently enjoys the position of being one of the leading brokerage houses in Sri Lanka. The company’s business activities span the areas of Equity Brokerage and Financial Advisory. We also work closely with JK Capital in building deal flow and undertaking equity placements on investment banking transactions. The companies are subsidiaries of John Keells Holdings PLC (JKH), the largest listed conglomerate in the country with AAA (Sri) Rating from Fitch Ratings.

With years of experience in the equity dealing field, JKSB has developed a large and balanced client base of foreign, institutional and retail investors. Active participation in the growth of the country’s equity market for a substantial period of time has enabled the company to sustain a network of key players in the country’s capital market.

The company has the distinction of handling a number of the largest and most significant transactions recorded in the history of the Colombo Stock Exchange. Its senior management has an average of 15 years of experience in equity trading. The sales team’s ability to work closely with clients and its placement and order sourcing capability are unmatched in the industry.

John Keells Stock Brokers is supported by a comprehensive research unit which offers country, sector and company specific data along with other value added services. JKSB has cultivated strong ties with all custodian banks in the country. The company also provides clients with online trading and market watch facilities.

JKSB is poised to strengthen its scope and service even further in the future.

The company

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An overview of the Sri Lanka Stock Market

Trading is led by the Colombo Stock Exchange which is the sole authorized Stock Exchange in Sri Lanka. Moreover, there are several bodies that work alongside JKSB to ensure that all transactions take place in a smooth and systematic manner. They focus on areas such as legislation affecting the stock market, protecting the interests of investors, promoting professional standards and monitoring the development of capital markets, clearing, settlement and registration.

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The Colombo Stock Exchange (CSE) The Colombo Stock Exchange (CSE) is a company established under the Companies Act No.17 of 1982. It is licensed by the Securities & Exchange Commission of Sri Lanka and is the only authorized Stock Exchange in Sri Lanka.

The Board of Directors is the main policymaking body of the Exchange. The Board appoints sub-committees and delegates power to formulate recommendations on day-to-day operations. The sub-committees are Capital Issues, Rules & By-Laws, Disciplinary & Arbitration, Research & Development, Finance and Listings.

The Central Depository System (Pvt) Ltd. (CDS) The Central Depository System (CDS) is a wholly owned subsidiary of the Colombo Stock Exchange (CSE) and is incharge of clearing, settlement and registration.

Its functions are fully automated and act as a depository to hold shares in trust for shareholders of listed companies. 28 stockbroking firms and 16 commercial banks provide custodial services for investors.

Custodian Banks have been granted participatory status, enabling them to utilize the facilities and services offered by the CDS directly.

As a participant, the custodian maintains all securities with the CDS in the client’s name. Most custodian banks have tie-line facilities to the depository, enabling real-time information on their client’s share portfolios.

All physical scrips must be lodged with the Central Depository System prior to trading. The Central Depository System updates its records and dispatches the scrips to the respective company secretaries by the next working day. The Central Depository System maintains all securities accounts. Shareholders receive a statement of their holdings at each month’s end. Custodian banks receive a statement of holdings of their clients on a weekly basis.

An Introduction to theSri Lanka Stock Market

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The Securities & Exchange Commission of Sri Lanka In September 1987, the government established the SEC, a statutory body responsible for regulating capital markets, including the stock market. The Commission’s role is to protect the interests of investors, to promote professional standards and to advise the government on the development of capital markets.

The SEC regulates and governs the CSE. The body has the authority to determine requirements for new listings and the power to investigate misconduct in the market and to refer cases to the Attorney General for prosecution.

Legislation The 1987 Securities and Exchange Commission Act, which set up the regulatory body, is the main legislation affecting the stock market.

Investment Restrictions Foreign investment is encouraged and investment in companies listed on the Colombo Stock Exchange is largely unrestricted. Share purchases must be settled through a SIERA (Share Investment External Rupee Account). There are neither restrictions nor limitations on the repatriation of funds through a SIERA.

Equity holdings in banks are restricted to 10% which can be extended to 15% with the approval of the monetary board. In addition, foreign ownership in plantations is limited to a maximum of 40%.

On acquiring 10% of the equity of a company, a shareholder must inform the Stock Exchange in writing, with the next level of disclosure coming at the threshold of 20%. On acquiring 30% of the equity of a company, it is mandatory for the shareholder to make an offer for the balance shares as per the Takeovers and Mergers Code of 1995.

Investor Protection A Settlement Guarantee Fund (SGF) was established in 1998. The government has contributed Sri Lankan Rs.150 million towards the SGF, which guarantees trade settlement between clearing members of the CDS and the investors. In addition, there is a Compensation Fund maintained by the Securities & Exchange Commission of Sri Lanka to make good any broker defaults.

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Trading Environment Trading on the Colombo Stock Exchange is fully automated. Transactions take place on a scripless basis on-line between stockbrokers where client orders are matched electronically. At present, equities, corporate debt instruments and the beneficial interest in Government Securities are traded on the Stock Exchange. Physical instruments such as shares in certificate form cannot be traded. Trading is permitted only after the physical instruments are dematerialized with the CDS.

Investors may maintain securities accounts with more than one stockbroker or custodian bank. Investors may place their orders with a stockbroker by phone, email, fax, Bloomberg terminal or by personally visiting the broker’s office. Upon entering the orders, they are electronically transmitted to the CSE’s database of pending transactions.

Clients are required to settle the value of a purchase by T+3 (trade date + three market days). For a sale, clients will receive the sale proceeds from the broker/custodian bank on T+3.

Trade settlements by Foreign Funds, Corporates and Individuals: At the time of purchase, settlement made in foreign currency would be converted to local currency on the settlement date and forwarded to the local brokerage against the purchase. In the event of a sale on the settlement date the local brokerage would forward local currency to the respective customer’s bank.

As per a SEC Directive, it is mandatory to recover outstanding debtors as at T+5 by force selling of securities.

Withholding Tax In most cases a withholding tax of 10% is deducted at source from dividend income for all shareholders.

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Venture with us

Backed by our expertise and in-depth knowledge of the share market in Sri Lanka, John Keells Stock Brokers (Private) Limited is in the perfect position to advise and guide clients towards prosperity. Our portfolio of clients is impressive and now is the time to add your name to the list.

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1.1 Client Instructions to open an account with John Keells Stock Brokers

1.1.1 The Client has to submit the duly completed client account opening forms together with the relevant documents to the participant as set out below in the documents required in Section 1.2

1.1.2 The Client shall ensure that there is full compliance with the KYC rules of the financial intelligence unit of Sri Lanka in opening the CDS accounts with John Keells Stock Brokers.

1.1.3 After reviewing the account opening documents inclusive of the relevant documents, John Keells Stock Brokers shall submit the forms in order to open the CDS account on behalf of the client.

1.1.4 It is the responsibility of the Client to take all possible steps necessary to prove their identity as per FIU Regulations.

1.1.5 The CDS shall reject incomplete account opening documentation, giving reasons for rejection and handing over same to the Broker.

1.2 Documents required for new and existing applicants

1.2.1 Resident individuals with normal identification must submit the following :

•AclearphotocopyoftheNationalIdentityCard(NIC).IftheNICisnotavailable, a copy of a valid passport as at the date of the account being opened at the CDS should be submitted.

Opening an Account(Information to be submitted by applicant)

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•IfanexistingCDSaccountholderregisteredunderanNIChaslost/misplacedtheNIC and is unable to submit a copy through the new participant, then the CDS shall accept a copy of a valid passport which bears the NIC number. This should be submitted together with a sworn affidavit stating that the NIC is not available.

•IfboththeNICandpassportarenotavailable,acopyofthedrivinglicenseshouldbe submitted together with an affidavit confirming the fact that both the NIC and passport are not available.

•CDSform1 •CDSform1(A) •ProofofresidencydocumentaspertherulesissuedbytheFinancialIntelligence Unit of Sri Lanka valid within the last three months •CDSform20applicableforDEXtransactionsontheDebtSecuritiesTransaction Platform(DEX)

Note: If the account is to be opened using a Power Of Attorney (POA) a copy of a valid POA is required.

1.2.2 Non-resident Individuals must submit the following :

•AcopyofaSriLankanvalidpassportforSriLankannationalsor •Acopyofavalidforeignpassportfornon-nationals •ProofofresidencydocumentaspertherulesissuedbytheFinancialIntelligenceUnitof Sri Lanka •Ifanon-nationalapplicantwishestoopenanaccountgivingalocalcorrespondence address, that person should provide sufficient information regarding the correspondence address (e.g. Valid residential visa)

Note: If the account is to be opened using a Power of Attorney (POA) a copy of a valid POA is required •CDSform1 •CDSform1(A) •ShareInvestmentExternalRupeeAccount(SIERA)/RupeeAccountfor Non Resident Sri Lankan Investment (RANSI) account details with documentary proof (for transaction purposes). •Ifanexistinglocalaccountholderopensaforeignindividualaccount,CDS1(C)hasto be submitted.

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•IfaresidentSriLankanbecomesanon-resident,thatpersonwouldhavetoopenanew (foreign) account. In such an instance the following documents relating to opening a foreign client account needs to be submitted. •CDSform1andform1(A) •CDSform1(C)Appendix3–III) •ProofofresidencydocumentaspertherulesissuedbytheFinancialIntelligence Unit of Sri Lanka valid within the last three months •ShareInvestmentExternalRupeeAccount(SIERA)/RupeeAccountfor Non Resident Sri Lankan Investment (RANSI) account details with documentary proof (for transaction purposes) •Copyofvalidpassport

1.2.3 Local Companies must submit the following :

•Acopyofthecertificateofincorporationofthecompany.Ifthecompanyhaschanged its name, a copy of the certificate of name change issued by the registrar of companies is required.

•Acopyofthearticlesofassociationofthecompany

•AnextractoftheresolutionpassedbytheboardofdirectorstoopentheCDSaccount. In the alternative, the company may provide certification of the relevant section in the account opening form itself (CDS form 2)

•Arecentdatedletterfromthecompanysecretaryindicatingthenames,addresses,NIC or passport numbers, and occupations of all existing directors.

•Arecentdatedletterfromthecompanysecretaryconfirmingthetopshareholders (names and addresses) up to a maximum of ten shareholders.

•ForcompanieslistedontheColomboStockExchange,adirectorslistanda shareholders list is not applicable.

•CDSform2completedbythecompanyinaccordancewiththeprovisionsofthearticles of association of the company and / or the new companies act (No. 7 of 2007) of Sri Lanka.

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•CDSform2(A)completedbythecompanyinaccordancewiththeprovisionsofthe articles of association of the company and / or the new companies act (No. 7 of 2007) of Sri Lanka.

Note: If an authorized person signs the CDS application form on behalf of the applicant company, then the following must be submitted:

•AcopyofthePowerofAttorney/boardresolutionauthorizingsuchpersonto sign on behalf of the company •Acopyofthenationalidentitycard/passportofsuchperson

1.2.4 Foreign Companies must submit the following :

•Acopyoftheincorporationofthecompanyorequivalentdocumentissuedbythe registrar of companies / applicable authority where the company is incorporated.

•Ifthecompanyhaschangeditsname,acopyofthecertificateofthenamechangeissued by the registrar of companies /applicable authority where the company is incorporated

•Acopyofthearticlesofassociationofthecompanyorequivalentdocument

•Acopyofthecertificateofgoodstandingissuedwithinaperiodofoneyearbythe registrar of companies /applicable authority where the company is incorporated

•AcertifiedextractoftheresolutionpassedbytheboardofdirectorstoopentheCDS account. Alternatively, the company may provide certification in the relevant section in the account opening form itself (CDS form 2)

•Certificatetocommencebusinessissuedbytheregistrarofcompanies/applicable authority where the company is incorporated (where applicable)

•Arecentdatedletterfromthecompanysecretaryconfirmingthenames,addresses, occupations and passport numbers of the directors of the company. •Ifthecompanyislistedinaregulatedstockexchange,onlythenamesofdirectorsand the name of stock exchange (web site reference is sufficient) should be given. If the director/s is also a company, then the following information must be provided:

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•Nameofthedirectorofthecompany •Dateofincorporation •Placeofincorporation •Registeredaddress •Arecentdatedletterfromthecompanyconfirmingthetop10shareholders/ members names and addresses. (This is not applicable if the company is listed on a stock exchange. In that event, a web site reference is sufficient.)

•WheretheapplicationincludesaGlobalCustodianandtheapplicationisforwarded through a Custodian bank, a copy of the SWIFT message or similar document issued by the Global Custodian instructing the local custodian bank to open the account on behalf of the beneficiary company should be submitted together with a declaration from the Global Custodian that a custody arrangement or agreement exists between the Global Custodian and the beneficiary.

•CDSform2completedbythecompanyinaccordancewiththeprovisionsofthearticles of association of the company.

•CDSform2(A).

•ShareInvestmentExternalRupeeAccount(SIERA)/RupeeAccountforNonResident Sri Lankan Investment (RANSI) account details with documentary proof (for transaction purposes).

Note: If an authorized person signs the CDS application form on behalf of the applicant company, then the following must be submitted:

•AcertifiedcopyofthePowerofAttorney/boardresolutionauthorizingsuch person to sign on behalf of the company •Thecopyofnationalidentitycard/passportofsuchperson(s)shouldbesubmitted •Certification

1.2.5 Funds must submit the following :

•Copyofthedocumentrelatingtotheestablishmentofthefund(Prospectus,TrustDeed and other legal documents) which should contain the following :

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(i) Full name of the fund (ii) Date and place of the establishment of the fund (iii) Investment objectives or purpose of the fund

•Copyofthedocumentrelatingtotheappointmentofthemanagerofthefund or trustees •Ifthefundmanager/trusteeisacompany i) Name of the fund manager company ii) Date of incorporation iii) Place of incorporation iv) Registered address should be given

•Ifthefund/trustee(s)isnotanincorporatedentity,individualnamesandaddressesof the persons who are responsible for the management of the fund should be given.

•Acopyoftheletterissuedbythesupervisoryauthorityoftherelevantcountry(withina period of one year)

•Wheretheapplicantistitledinthenamesofthe“registeredHolder/GlobalCustodian/ Beneficiary” and forwarded through a custodian bank, a copy of the SWIFT message or similar document issued by the Global Custodian instructing the local custodian bank to open the account on behalf of the beneficiary company should be submitted together with the declaration of the Global Custodian that a custody arrangement or agreement exists between the global custodian and the beneficiary.

•Acopy/copiesofthecustodyagreement(s) •Detailsofthebeneficiaries/unitholdersofthefund •CDSform2 •CDSform2(A)

•ShareInvestmentExternalRupeeAccount(SIERA)/RupeeAccountforNonResident Sri Lankan Investment (RANSI) account details with documentary proof (for transaction purposes).

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Certification

All supporting documents to be submitted to the CDS should be certified / attested / authenticated for purposes of validating by persons mentioned below. Such certification should state that the document is a certified true copy. a) If the account is coming through a global custodian, documents should be certified by the custodian bank. b) By a solicitor, attorney-at-law, notary public, practicing in the country where an applicant resides.

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John Keells Stock Brokers (Private) Limited is committed to make sure you optimize your invest-ments in an ever changing market scenario. Based on our years of experience and a thorough understanding of the bigger picture, we offer you one-on-one wealth management advice with the dynamism and dedication that are the hallmark of our service.

Towards your expectations

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Brokerage rates are fixed for transactions up to the value of Rs. 50 million by the Colombo Stock Exchange and are common to all brokers. However transactions above Rs. 50 million are negotiable with a minimum brokerage fee of 0.2% being applied. Intraday trades will only have one side of the brokerage charged. Commissions earned on trades executed via foreign brokerages shall be equally shared by the foreign and local brokerages.

Given below is the break up of the fees for a purchase/sale transaction:

Brokerage

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over

Transactions upto Rs. 50 million Transaction Cost

Brokerage Fee 0.640%Securities & Exchange Commission Fee 0.072%Colombo Stock Exchange Fee 0.084%Central Depository System Fee 0.024%Share Transaction Levy 0.300%Total 1.120%

Transactions upto Rs. 50 million Transaction Cost

Minimum Brokerage Fees 0.2000%Securities & Exchange Commission Fee 0.0450%Colombo Stock Exchange Fee 0.0525%Central Depository System Fee 0.0150%Share Transaction Levy 0.3000%Minimum Total Brokerage 0.6125%

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Our team of experts is constantly studying and analyzing the market based on research and solid data. JKSB personnel have the experience to design and execute strategic plans to maximize your returns. Furthermore, all our client-company relationships are built on the firm foundation of mutual respect and trust.

Watching out for your interests

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Tivanka Ratnayake Akmal MashoorVicePresident–JKH, Asst.VicePresident–JKH,Chief Executive Officer Head of Sales Tel. (Mob): +94 777 420537 Tel. (Mob): + 94 777 489468 (Dir): + 94 11 4710725 (Dir): + 94 11 4710726e-mail: [email protected] e-mail: [email protected]

Ms. Chryshanthi Manuel Yolan Seimon Manager–BackOffice HeadofResearchTel. (Mob): + 94 777 311598 Tel. (Mob): + 94 772 067512 (Dir): + 94 11 2306276 (Dir): + 94 11 2306273e-mail: [email protected] e-mail: [email protected]

Key Contact Personnel

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