Bond Bancolombia S.A. 3% ( US05968LAM46 ) in USD

Issuer Bancolombia S.A.
Market price 100 %  ▲ 
Country  Colombia
ISIN code  US05968LAM46 ( in USD )
Interest rate 3% per year ( payment 2 times a year)
Maturity 28/01/2025 - Bond has expired



Prospectus brochure of the bond Bancolombia S.A US05968LAM46 in USD 3%, expired


Minimal amount 200 000 USD
Total amount 950 000 000 USD
Cusip 05968LAM4
Standard & Poor's ( S&P ) rating N/A
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Detailed description Bancolombia S.A. is a Colombian multinational financial services corporation offering a wide range of banking and financial services including retail banking, corporate banking, investment banking, and insurance, operating primarily in Colombia with significant presence in Central America and other international markets.

The Bond issued by Bancolombia S.A. ( Colombia ) , in USD, with the ISIN code US05968LAM46, pays a coupon of 3% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/01/2025

The Bond issued by Bancolombia S.A. ( Colombia ) , in USD, with the ISIN code US05968LAM46, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.







424B5 1 tm205618-2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231038

Calculation of Registration Fee

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)

3.000% Senior Notes due 2025
US$
950,000,000 US$
123,310

(1) Calculated in accordance with Rule 457 (r) under the Securities Act of 1933.

PROSPECTUS SUPPLEMENT
(To the Prospectus dated April 25, 2019)
US$950,000,000



Bancolombia S.A.
3.000% Senior Notes due 2025



We are offering US$950,000,000 of our 3.000% Senior Notes due 2025 (the "Notes"). The Notes will mature on January 29, 2025. The Notes
will bear interest at 3.000% per year from and including the issuance date of the Notes to, but excluding, the maturity date. Interest is payable
semi-annually, in arrears, on January 29 and July 29 of each year, beginning July 29, 2020. The Notes will be subject to redemption prior to the
maturity date, as further described herein.

The Notes will at all times constitute our general senior, unsecured and unsubordinated External Liabilities and will rank pari passu, without
any preferences among themselves, with all of our other present and future unsecured and unsubordinated External Liabilities (other than
obligations preferred by statute or by operation of law). The Notes will not be guaranteed by our subsidiaries and will not be entitled to any sinking
fund.

We will apply to list the Notes on the New York Stock Exchange (the "NYSE"). Currently, there is no public market for the Notes.

Investment in the Notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement to read about certain
risk factors you should consider before investing in the Notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement and accompanying prospectus. Any representation to the contrary is a criminal
offense.

The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made
available to, retail clients in the European Economic Area (the "EEA"), as defined in Directive 2014/65/EU (as amended, "MiFID II").
Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail investors" on page i of this
prospectus supplement for further information.

THE NOTES MAY NOT BE OFFERED OR SOLD IN THE REPUBLIC OF COLOMBIA, EXCEPT UNDER CIRCUMSTANCES WHICH
DO NOT CONSTITUTE A PUBLIC OFFERING OF SECURITIES UNDER APPLICABLE COLOMBIAN SECURITIES LAWS AND
REGULATIONS OR UNLESS THE NOTES ARE REGISTERED WITH THE COLOMBIAN NATIONAL REGISTRY OF SECURITIES AND
ISSUERS.





Per Note

Total

Public offering price (1)

99.293% US$
943,283,500
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Underwriting discount

0.250% US$
2,375,000
Proceeds, before expenses, to us

99.043% US$
940,908,500



(1) Plus accrued interest, from January 29, 2020, if settlement occurs after that date.

We expect that delivery of the Notes will be made to purchasers in book-entry form through The Depository Trust Company ("DTC") for the
benefit of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about January 29, 2020.


Joint Book-Running Managers

Citigroup

J.P. Morgan




Co-Manager





Valores Banistmo


The date of this prospectus supplement is January 23, 2020.




IMPORTANT-- PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, the expression "retail investor" means a person who is one (or more) of the following: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by the PRIIPs Regulation for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This prospectus supplement has been prepared on the basis that any offer of the Notes in any member state of the EEA will be
made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a
prospectus for offers of Notes.


-i-


TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement

iii
Available Information

iii
Incorporation of Certain Information by Reference

iv
Exchange Rates

v
Forward-Looking Statements

vi
Enforcement of Civil Liabilities Against Foreign Persons

vii
Summary

S-1
Risk Factors

S-6
Use of Proceeds

S-16
Selected Consolidated Financial Data

S-17
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Management's Discussion and Analysis of Financial Condition and Results of Operations as of and for the Nine Months Ended September
30, 2019 and 2018

S-19
Capitalization

S-24
Colombian Banking Regulations

S-26
Description of the Notes

S-34
Tax Considerations

S-44
Underwriting

S-47
Expenses

S-52
Validity of The Notes

S-53
Experts

S-53
Condensed Consolidated Interim Financial Statements

F-1

Prospectus

About This Prospectus

3
Available Information

3
Incorporation of Certain Information by Reference

4
Cautionary Note Regarding Forward-Looking Statements

5
Bancolombia

6
Risk Factors

7
Use of Proceeds

8
The Securities

9
Legal Ownership

10
Description of Debt Securities

13
Description of the Preferred Shares

14
Description of American Depositary Receipts

19
Description of the Rights to Subscribe Preferred Shares

28
Plan of Distribution

29
Validity of the Securities

31
Experts

31
Enforcement of Civil Liabilities Against Foreign Persons

32

-ii-


ABOUT THIS PROSPECTUS SUPPLEMENT

This document is divided into two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of
the Notes. The second part is the accompanying prospectus, which describes more general information, some of which may not apply to this
offering.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement, accompanying
prospectus and in any free writing prospectus filed with the U.S. Securities and Exchange Commission (the "SEC"). This prospectus supplement
contains the terms of this offering. This prospectus supplement, or the information incorporated by reference in the accompanying prospectus, may
add, update or change information in the accompanying prospectus. If information in this prospectus supplement, or the information incorporated
by reference in the accompanying prospectus, is inconsistent with the accompanying prospectus, this prospectus supplement, or the information
incorporated by reference in the accompanying prospectus, will apply and will supersede that information in the accompanying prospectus.

In this prospectus supplement and the accompanying prospectus, unless the context otherwise requires, references to "Bancolombia,"
"Bancolombia Group," the "Bank," "we," "us" or "our" mean Bancolombia S.A. and its consolidated subsidiaries taken as a whole. In addition, all
references in this prospectus supplement and the accompanying prospectus to "pesos," "Ps" and "COP" are to the currency of Colombia and
references to "U.S. dollars" and "US$" are to the currency of the United States of America. Also, as used herein, the term "billion" means one
thousand million, or 1,000,000,000.

No dealer, salesperson or other individual has been authorized to give any information or to make any representations other than those
contained or incorporated by reference in this prospectus supplement or the accompanying prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by us, the underwriters, Valores Banistmo or any other person. Neither the
delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder or thereunder shall under any circumstances
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create an implication that there has been no change in our affairs since the date hereof or thereof or that the information contained herein or therein
is correct as of any time subsequent to its date. Our business, financial condition, results of operation and/or prospects may have changed since
those dates.

The distribution of this prospectus supplement and the accompanying prospectus and the offer or sale of the Notes in some jurisdictions
may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come are required by us, the
underwriters and Valores Banistmo to inform themselves about and to observe any applicable restrictions. This prospectus supplement and the
accompanying prospectus do not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.

AVAILABLE INFORMATION

This prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 filed by us with the SEC
under the U.S. Securities Act of 1933, as amended (the "Securities Act"). We are also subject to the information requirements of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to a foreign private issuer and, accordingly, file or furnish reports,
including annual reports on Form 20-F, reports on Form 6-K and other information with the SEC. Information about us on any website and not
incorporated by reference in this prospectus supplement is not part of this prospectus supplement. You may read and copy any documents filed or
furnished by us at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our filings with the SEC are also available to the public through the SEC's Internet site at
http://www.sec.gov and through the NYSE located at 20 Broad Street, New York, New York 10005.

-iii-



INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC's rules allow us to "incorporate by reference" information into this prospectus supplement and the accompanying prospectus.
This means that we can disclose important information to you by referring you to another document that has also been filed with the SEC. Any
information referred to in this way is considered part of this prospectus supplement from the date we file the document incorporated by reference
with the SEC. Any reports filed by us with the SEC after the date of this prospectus supplement and before the date that the offering of the
securities by means of this prospectus supplement is completed or terminated, and that is incorporated by reference into this prospectus supplement,
will automatically update and, where applicable, supersede any information contained in this prospectus supplement or incorporated by reference in
this prospectus supplement (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with
SEC rules).

We incorporate by reference into this prospectus supplement our Annual Report on Form 20-F for the fiscal year ended December 31,
2018, filed with the SEC on April 25, 2019 (the "Annual Report").

We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon
his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this
prospectus supplement.

You may request a copy of these filings by writing or telephoning us at our principal executive offices at the following address:

Bancolombia S.A.
Carrera 48 # 26-85, Avenida Los Industriales
Medellín, Colombia
Attention: Investor Relations
Telephone Number: (574) 404-1837


-iv-

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EXCHANGE RATES

This prospectus supplement converts certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader.
The Federal Reserve Bank of New York does not report a rate for pesos. Unless otherwise indicated, such peso amounts have been converted at the
rate of COP 3,477.45 per US$1.00, which corresponds to the tasa representativa del mercado ("representative market rate") calculated on
September 30, 2019. The representative market rate is computed and certified by the Superintendencia Financiera de Colombia, the Colombian
Superintendency of Finance (the "SFC"), on a daily basis and represents the weighted average of the buy/sell foreign exchange rates negotiated on
the previous day by certain financial institutions authorized to engage in foreign exchange transactions (including us). The SFC also calculates and
certifies the average representative market rate for each month for purposes of preparing financial statements and converting amounts in foreign
currency to pesos. You should not construe these convenience conversions as a representation that the peso amounts correspond to, or have been or
could be converted into, U.S. dollars at the representative market rate or any other rate. On September 30, 2019 and September 30, 2018, the
calculated representative market rate was COP 3,477.45 and 2,972.18 per US$1.00, respectively.

The following table sets forth the low and high peso per U.S. dollar exchange rates and the peso/U.S. dollar representative market rate
calculated on the last day of the month, for each of the last six months:

Recent exchange rates of U.S. Dollars per Peso

Month

Low

High

Period End
January 2020 (through January 23)

3,253,89
3,353.76
3,353.76
December 2019

3,281.40
3,508.39
3,277.14
November 2019

3,318.47
3,522.48
3,522.48
October 2019

3,380.90
3,497.34
3,383.29
September 2019

3,356.15
3,477.45
3,477.45
August 2019

3,329.23
3,477.53
3,427.29




Source: SFC.

The following table sets forth the peso/U.S. dollar representative market rate calculated on the last day of the year and the average
peso/U.S. dollar representative market rate (calculated by using the average of the representative market rates on the last day of each month during
the year) for each of the five most recent financial years.

Peso/US$1.00 representative market rate

Period

Period End
Average

2019

3,277.14
3,282.39
2018

3,249.75
2,956.55
2017

2,984.00
2,951.21
2016

3,000.71
3,053.20
2015

3,149.47
2,746.55




Source: SFC.


-v-



FORWARD-LOOKING STATEMENTS

This prospectus supplement contains statements that may constitute "forward-looking statements" within the meaning of the safe harbor
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provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical facts, but
instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Words
such as "anticipate," "believe," "estimate," "approximate," "expect," "may," "intend," "plan," "predict," "target," "forecast," "guideline,"
"should," "project" and similar words and expressions are intended to identify forward-looking statements. It is possible that our actual results may
differ, possibly materially, from the anticipated results indicated in these forward-looking statements.

Information regarding important factors that could cause our actual results to differ, possibly materially, from those in our forward-
looking statements appear in a number of places in this prospectus supplement and the documents incorporated in this prospectus supplement by
reference and include, but are not limited to:


·
changes in general economic, business, political, social, fiscal or other conditions in Colombia, Panama, El Salvador, Guatemala or
the other countries where we operate;


·
changes in capital markets or in markets in general that may affect policies or attitudes towards lending;


·
changes in tax laws in Colombia, Panama, El Salvador, Guatemala or the other countries where we operate;


·
unanticipated increases in our financing and other costs, or our inability to obtain additional debt or equity financing on attractive
terms;


·
inflation, changes in foreign exchange rates, and changes in interest rates;


·
security issues and sovereign risks affecting the countries where we operate, especially Colombia;


·
liquidity risks;


·
increases in delinquencies by our borrowers;


·
lack of acceptance of new products or services by our targeted customers;


·
competition in the banking, financial services, credit card services, insurance, asset management, remittances, business and other
industries in which we operate;


·
adverse determination of legal or regulatory disputes or proceedings;


·
changes in official regulations or the Colombian government's banking policy as well as other changes in laws, regulations or policies
in the jurisdictions in which we do business;


·
changes to the assumptions supporting the value of our goodwill;


·
changes in business strategy;


·
decreases in our capital levels; and


·
other factors identified or discussed under "Risk Factors" in this prospectus supplement and elsewhere in the documents incorporated
in this prospectus supplement by reference.

Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or revise any
forward-looking statements after the date on which they are made in light of new information, future events or other factors.


-vi-


ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

We are a Colombian company, a majority of our directors and management and certain of the experts named in this prospectus
supplement are residents of Colombia, and a substantial portion of their respective assets are located in Colombia.
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We have been advised by Brigard & Urrutia, our Colombian counsel, that the Supreme Court of Justice of Colombia (Corte Suprema de
Justicia de Colombia), determines whether to enforce a U.S. judgment predicated on the U.S. securities laws through a procedural system known
under Colombian law as exequatur. The Supreme Court of Justice of Colombia will enforce a foreign judgment, without reconsideration of the
merits, only if the judgment satisfies the requirements of articles 605 through 607 of Law 1564 of 2012, (Código General del Proceso), which
provide that the foreign judgment will be enforced if:


1.
A treaty or convention exists between Colombia and the country where the judgment was granted or there is reciprocity in the
recognition of foreign judgments of the same nature between the courts of the relevant jurisdiction and the courts of Colombia;


2.
The foreign judgment does not relate to "in rem rights" vested in assets that were located in Colombia at the time the suit was filed;


3.
The ruling does not contradict or conflict with Colombian laws relating to public order other than those governing judicial
procedures;


4.
The foreign judgment, in accordance with the laws of the country where it was rendered, is final and is not subject to appeal and a
duly legalized copy of the judgment (together with an official translation into Spanish if the judgment is issued in a foreign language)
has been presented to the Supreme Court of Justice of Colombia;


5.
The foreign judgment does not refer to any matter upon which Colombian courts have exclusive jurisdiction;


6.
No proceeding is pending in Colombia with respect to the same cause of action, and no final judgment has been awarded in any
proceeding in Colombia on the same subject matter and between the same parties;


7.
In the proceeding commenced in the foreign court that issued the judgment, the defendant was served in accordance with the law of
such jurisdiction and in a manner reasonably designated to give the defendant an opportunity to defend against the action; and


8.
The legal requirements pertaining to the exequatur proceedings have been observed.

Once a foreign judgment is recognized by the Supreme Court of Justice, it can be enforced through collection proceedings before the
competent local court. As a result, an interested party seeking recognition and enforcement of a foreign judgment in Colombia would need to
initiate and pay costs and expenses related to two local proceedings: the exequatur proceeding and, if that proceeding is successful, the collection
proceeding. Proceedings before Colombian courts are conducted in the Spanish language. Proceedings for the enforcement of a money judgment
by attachment or execution against any assets or property located in Colombia fall within the exclusive jurisdiction of Colombian courts.

In the course of the exequatur proceedings, both the plaintiff and the defendant are granted the opportunity to request the production of
evidence in connection with the requirements listed above. In addition, before the judgment is rendered, each party may file final allegations in
support of such party's position. The United States and Colombia do not have a bilateral treaty providing for automatic reciprocal recognition and
enforcement of judgments in civil and commercial matters. However, the Colombian Supreme Court has generally accepted that reciprocity exists
when it has been proven that either a U.S. court has enforced a Colombian judgment or that a U.S. court would enforce a foreign judgment,
including a judgment issued by a Colombian court. Nevertheless, such enforceability decisions are considered by Colombian courts on a case-by-
case basis.

Colombia is party to international treaties such as the 1958 New York Convention on the Recognition and Enforcement of Foreign
Arbitral Awards (the "New York Convention"), the 1975 Inter-American Convention on International Commercial Arbitration, and the 1965
Washington Convention for the Settlement of Disputes between States and Nationals of Other States.

As of the enactment of Law 1563 of 2012, in force as of October 13, 2012, international arbitration awards issued by arbitral tribunals
sitting in Colombia are not subject to exequatur or recognition proceedings to be recognized, except when the parties waived their right to request
the annulment of the award.

Recognition of international arbitration awards may only be denied pursuant to the grounds described in article 112 of Law 1563 of 2012:


-vii-


when it is proved by the party against which recognition is sought that:
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·
the party to the arbitration agreement was, under the applicable law, under some incapacity, or said agreement is not valid; or


·
the party against whom the award is enforced was not given proper notice of the appointment of an arbitrator or of the initiation of the
arbitration proceeding or was otherwise unable to present its rights in the case; or


·
the subject matter of the award is a dispute not included within the terms of the submission to arbitration or it contains decisions on
matters beyond the scope of the arbitration agreement (if the decisions on matters submitted to arbitration can be separated from
those not submitted, the first may be recognized and enforced); or


·
the integration of the arbitration tribunal or the arbitral procedure was not in accordance with the agreement of the parties, or in
accordance with the law of the country where the arbitration took place; or


·
the award is not yet binding for the parties or was annulled or suspended by an authority of the country in which the award was
issued; or

when the competent judicial authority verifies that:


·
in accordance with Colombian law, the matter may not be subject to arbitration; or


·
the recognition or enforcement of the award would be contrary to Colombian international public policy.

If there is an annulment petition or a motion for suspension filed before a judicial authority of the country where the seat of the arbitration
is located, then the Colombian judicial authorities may suspend its ruling on the award's recognition.

The above events are similar to the ones regulated in articles V and VI of the New York Convention.


-viii-




SUMMARY

This summary highlights selected information from, or incorporated by reference in, this prospectus supplement or the accompanying
prospectus, but does not contain all the information that may be important to you. You should read carefully this entire prospectus supplement,
the accompanying prospectus and those documents incorporated by reference into this document, including the "Risk Factors" and the financial
statements and the related notes thereto, before making an investment decision.

Company Overview

We are Colombia's leading financial institution with presence in other jurisdictions, such as Panama, El Salvador, Guatemala, Puerto
Rico and the Cayman Islands, providing a wide range of financial products and services to a diversified individual, corporate and government
customer base throughout Colombia, Latin America and the Caribbean region.

We have grown substantially over the years, both through organic growth and acquisitions. As of September 30, 2019, Bancolombia
had, on a consolidated basis:

·
COP 236,855 billion in total assets;

·
COP 173,408 billion in total net loans and financial leases;

·
COP 150,044 billion in total deposits; and

·
COP 26,990 billion in stockholders' equity attributable to the owners of the parent company.

Our consolidated net income attributable to equity holders of the parent company for the nine months ended September 30, 2018 and for
the nine months ended September 30, 2019 was COP 1,657 billion and COP 2,648 billion, respectively, representing an annualized average
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return on equity attributable to the owners of the parent company of 9.70% and 13.91%, respectively, and an annualized average return on assets
of 1.08% and 1.54%, respectively.

We are a stock company (sociedad anónima) domiciled in Medellín, Colombia, and we operate under Colombian laws and regulations,
principally the Colombian Code of Commerce, Decree 663 of 1993 and Decree 2555 of 2010, as amended. We were incorporated in Colombia in
1945 under the name Banco Industrial Colombiano S.A. or "BIC." In 1998, we merged with Banco de Colombia S.A., and changed our legal
name to Bancolombia S.A. On July 30, 2005, Conavi and Corfinsura merged with and into Bancolombia. Through this merger, Bancolombia
gained important competitive advantages in retail and corporate banking that materially strengthened Bancolombia's multi-banking franchise.

In May 2007, our wholly-owned subsidiary Bancolombia Panamá S.A. ("Bancolombia Panama") acquired Banagrícola S.A., which
controls several subsidiaries, including Banco Agrícola S.A. ("Banco Agrícola") in El Salvador, and is dedicated to banking, commercial and
consumer activities and securities brokerage. Through this first international acquisition, we gained a leadership position in the Salvadorian
financial market.

In October 2013, we acquired a 100% interest of the outstanding equity of Banistmo S.A. ("Banistmo"), a Panamanian banking entity
and its subsidiaries involved in the securities brokerage, trust, consumer finance, and leasing businesses in Panama.

Also, in October 2013, Bancolombia Panama acquired a 40% interest in Grupo Agromercantil Holding S.A. ("Grupo Agromercantil"),
the parent company of Banco Agromercantil de Guatemala, and certain other companies dedicated to securities brokerage, insurance, and other
financial businesses in Guatemala. Bancolombia Panama acquired an additional 20% interest and control of Grupo Agromercantil on December
30, 2015.

Since 1995, we have maintained a listing on the NYSE, where our ADSs are traded under the symbol "CIB," and on the Colombian
Securities Exchange, where our preferred shares are traded under the symbol "PFBCOLOM." Since 1981, our common shares have been traded
on the Colombian Securities Exchange under the symbol "BCOLOMBIA."

Strategy

Throughout our history, we have executed a strategy that has allowed us to create a platform for growth. This strategy has been
evidenced by the creation of a universal banking model, in local and international acquisitions to expand our market, in access to the main capital
markets of the world, in the creation of a physical network with ample coverage, and in the consolidation of one of the most valuable and
reputable brands in Colombia.

Our strategic aspiration is to be the leading financial group that sets the bar, generating a superior experience for our customers, pride
for our employees and value for our shareholders, in a sustainable way.


S-1



The main objectives of our strategy for the medium term are:

·
Continue to foster a culture of innovation across Bancolombia, reduce costs, minimize operational risks, increase revenue
through digital solutions and promote efficient decision-making processes.

·
Maintain operational excellence by focusing on process optimization, re-balancing our branch network, continuing strict cost
control across divisions and countries, and enhancing our offering of digital services to our clients.

·
Complete the integration of our Central American operations.

·
Focus on growing our fee income, in particular through the distribution of insurance products by our existing salesforce, and the
development of our asset management presence and capabilities.

·
Enhance our funding cost advantage by optimizing our capital raising across platforms and jurisdictions, using digital channels
to capture low-cost funds without the need for physical infrastructure, and managing our interest rate risk to protect our net
interest margin.

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Recent Developments

Tender Offer for Outstanding Senior Notes

On January 8, 2020, Citigroup Global Markets Inc., as offeror ("Citigroup"), commenced a cash tender offer (the "Offer") for any and
all of Bancolombia S.A.'s 5.950% Senior Notes due 2021 (the "Old Notes"). As of the date hereof, US$995,643,000 aggregate principal amount
of Old Notes were outstanding.

The Offer will expire at 11:59 P.M., New York City time, on February 5, 2020, unless extended or earlier terminated (such date, as may
be extended, the "Expiration Date"). Holders of Old Notes who validly tender and do not validly withdraw their Old Notes at or prior to 5:00
P.M., New York City time, on January 22, 2020 (as such date may be extended, the "Early Tender Date"), and whose Old Notes are accepted for
purchase, will be eligible to receive the applicable total consideration, which includes an early tender payment, plus an amount equal to accrued
and unpaid interest on such Old Notes up to but not including the date of payment. Holders of Old Notes who validly tender Old Notes after the
Early Tender Date, but at or prior to the Expiration Date, will not be eligible to receive the early tender payment.

It is expected that Citigroup will purchase the Old Notes validly tendered at or prior to the Early Tender Date and accepted for purchase
(the "Early Tendered Old Notes") prior to the closing of this Offering and exchange them for a portion of the Notes offered hereby (the
"Exchange"), and the net proceeds of this offering payable to us will be reduced by an amount equal to the aggregate total consideration for the
Early Tendered Old Notes plus an amount equal to accrued interest thereon through the date of the Exchange. The terms of the Exchange are set
forth in an exchange settlement agreement, dated January 8, 2020, between us and Citigroup.

The Offer is conditioned on the satisfaction or waiver of certain conditions, including, but not limited to, the pricing of this offering and
the underwriting agreement for this offering not having been terminated prior to the acceptance of any Old Notes for purchase in the Offer. We
intend to redeem all or a portion of the Old Notes that remain outstanding following completion of the Offer. This prospectus supplement is not an
offer to purchase, or the solicitation of an offer to sell, Old Notes, as it may be amended or supplemented from time to time (the "Offer to
Purchase"). This offering is not conditioned on the purchase of Old Notes in the Offer.

Recent Issuance of Subordinated Notes due 2029 and Tender Offer for Subordinated Notes

On December 18, 2019, Bancolombia successfully issued US$550,000,000 4.625% subordinated notes due 2029.

On December 24, 2019, Bancolombia announced the expiration and final tender results of the offer by Citigroup Global Markets Inc., as
offeror, to purchase for cash up to a maximum amount of US$750,000,000 of the Bancolombia's outstanding 6.125% Subordinated Notes due
2020 and 5.125% Subordinated Notes due 2022, under the terms and conditions set forth in the offer to purchase dated November 25, 2019. The
tender offer finalized with an aggregate principal amount of US$490,499,000 of subordinated notes duly tendered and accepted for purchase.

Changes to Governance Structure

On September 27, 2019, Jaime Alberto Velasquez Botero announced his decision to resign as the Chief Strategy and Financial Officer of
Bancolombia. As a result of the announcement and in line with the development of our governance model, the Corporate Vice-presidency of
Bancolombia was created as of October 1, 2019. The Corporate Vice-presidency will oversee the Legal, Financial, Treasury, Human Resources
and Compliance Vice-presidencies and the Reputation and Communications and Regulation Departments. Mauricio Rosillo Rojas was appointed
as Corporate Vice-president of Bancolombia.

Jose Humberto Acosta, who has been acting as the Financial Vice-president of Bancolombia, has assumed the position of Chief Financial
Officer of Bancolombia.

Resignation of Mr. Roberto Steiner Sampedro

On September 12, 2019, Mr. Roberto Steiner Sampedro resigned as a member of our Board of Directors. Mr. Steiner, who was also
member of the Risk and Corporate Governance Committees, resigned due to his appointment as Co-director of the Colombian Central Bank (the
"Central Bank"). It is expected that the appointment of a replacement member of the Board of Directors will be made by our shareholders in the
next general shareholders meeting.

Appointment of Ms. Claudia Echavarria Uribe

On December 9, 2019, Claudia Echavarria Uribe assumed the position of Chief Legal Officer and General Counsel of Grupo
Bancolombia. Ms. Echavarria Uribe most recently was the Corporate Vice-president and the General Counsel of Almacenes Exito S.A. and
previously held various positions within the legal department of Bancolombia and Banca de Inversion Bancolombia between 2004 and 2015.


https://www.sec.gov/Archives/edgar/data/1071371/000110465920007049/tm205618-2_424b5.htm[1/27/2020 2:17:07 PM]


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