If you have any query about this document, you may consult the Company, the Issue Manager

and an underwriter.

PROSPECTUS

GRAMEENPHONE LTD.
Registered Office: Celebration Point, Plot 3 & 5, Road 113/A, Gulshan-2, Dhaka-1212, Bangladesh Phone: 9882990, Fax: 9882970 Website: www.grameenphone.com Public Offering of 69,439,400 ordinary shares at Taka 10.00 each at an Issue Price of Taka 70.00 per share, including a premium of Taka 60.00 per share, totaling Taka 4,860,758,000 Opening date for subscription: October 4, 2009 Closing date for subscription: October 8, 2009 Non-Resident Bangladeshi (NRB) subscription opens on: October 4, 2009 Non-Resident Bangladeshi (NRB) subscription closes on: October 18, 2009 ISSUE MANAGER Citigroup Global Markets Bangladesh Private Limited UNDERWRITERS
Citi group Global Markets Bangladesh Private Limited IFIC Bank Limited 109, Gulshan Avenue Head Office, BSB Building, 8, Rajuk Avenue Dhaka - 1212 Dhaka - 1000 Eastern Bank Limited The City Bank Limited Jiban Bima Tower, 10, Dilkusha CA Jiban Bima Tower, 10, Dilkusha CA Dhaka - 1000 Dhaka - 1000 Green Delta Insurance Co. Ltd. Trust Bank Limited Hadi Mansion (4th Floor), 2, Dilkusha C/A Head Office, Peoples Insurance Bhaban, Dhaka - 1000 36, Dilkusha C/A (12th floor) IDLC Finance Limited Dhaka Gulshan - 1000 1 Bays Galleria (1st Floor), 57 Gulshan Avenue, Dhaka - 1212

BANKERS TO THE ISSUE

Citibank, N.A. Bank Asia Limited BRAC Bank Limited Dutch-Bangla Bank Limited Eastern Bank Limited EXIM Bank IFIC Bank Limited Investment Corporation of Bangladesh Mercantile Bank Limited National Bank Limited One Bank Limited Premier Bank Limited Standard Chartered Bank The City Bank Limited Trust Bank Limited United Commercial Bank Limited

CREDIT RATING AGENCY Credit Rating Agency of Bangladesh Ltd. (CRAB) Long Term: AAA Short Term: ST-1 Date of SEC Consent: August 24, 2009 Date of Issue of Prospectus: August 26, 2009 The issue shall be placed in N Category
CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/ OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR.

AVAILABILITY OF PROSPECTUS Our Prospectus will be available at the following offices: Particulars
COMPANY Grameenphone Ltd. Celebration Point Plot 3 & 5, Road 113/A Gulshan 2, Dhaka-1212 ISSUE MANAGER Citigroup Global Markets Bangladesh Private Limited 109, Gulshan Avenue Dhaka-1212 UNDERWRITERS Citigroup Global Markets Bangladesh Private Limited 109, Gulshan Avenue Dhaka-1212 Eastern Bank Limited Jiban Bima Tower, 10, Dilkusha CA Dhaka-1000 Green Delta Insurance Co. Ltd. Hadi Mansion (4th Floor), 2, Dilkusha C/A Dhaka-1000 IDLC Finance Limited Bays Galleria (1st Floor), 57 Gulshan Avenue, Gulshan 1 Dhaka-1212 IFIC Bank Limited Head Office, BSB Building, 8, Rajuk Avenue Dhaka-1000 Mr. Safaat Hasan Senior Analyst, Capital Markets Mr. Md. Sayadur Rahman Vice President & Unit Head, Investment Banking Mr. Mohd. Abdul Mannan Executive Vice President Mr. Mahmudul Bari Deputy General Manager Merchant Banking Division 8833567 Mr. Safaat Hasan 8833567 Mr. A.K.M. Anwarul Kabir Mr. Hasanur Rahman Rakib 01711555888

Contact Person

Telephone Number

9556360 9560005

9571842

Mr. S.K. Rashid Ahmed Executive Vice President (EVP) Head of Treasury & International Banking Mr Sheikh Mohammad Maroof Head of Treasury & Market Risks Mr. Mohammad Saleh Ahmed Senior Executive Officer

9563238 9557000

The City Bank Limited Jiban Bima Tower, 10, Dilkusha CA Dhaka-1000 Trust Bank Limited Head Office, Peoples Insurance Bhaban, 36, Dilkusha C/A (12th floor) Dhaka-1000 STOCK EXCHANGES Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C/A, Dhaka-1000 Chittagong Stock Exchange Limited (CSE) CSE Building, 1080, Sk. Mujib Road Agrabad C/A, Chittagong

9562347

9572012

DSE Library

9564601-7 9666944-8 714632-2 720871-3

CSE Library

This Prospectus is also available on these websites (www.grameenphone.com/ipo, www.asia.citibank.com/ bangladesh/corporate, www.secbd.org, www.dsebd.org, www.csebd.com) and at the Public Reference Room of the Securities and Exchange Commission of Bangladesh for reading and study.

NAME AND ADDRESS OF THE AUDITORS Rahman Rahman Huq Chartered Accountants A member firm of KPMG International 9 Mohakhali C/A (11th & 12th Floors), Dhaka-1212. Phone: 9886450, 9886451