Obligation Bancolombia S.A. 4.875% ( US05968LAK89 ) en USD

Bancolombia S.A.

100 % ▲

Colombie

US05968LAK89 ( en USD )

4.875% par an ( paiement semestriel )

17/10/2027

Prospectus brochure de l'obligation Bancolombia S.A US05968LAK89 en USD 4.875%, échéance 17/10/2027

200 000 USD

750 000 000 USD

05968LAK8

N/A

Ba3 ( Spéculatif )

18/10/2025 ( Dans 148 jours )

Bancolombia S.A. est une société financière multinationale colombienne offrant une large gamme de services bancaires et financiers aux particuliers, aux entreprises et aux institutions gouvernementales, avec une présence significative en Colombie et une expansion internationale.

L'Obligation émise par Bancolombia S.A. ( Colombie ) , en USD, avec le code ISIN US05968LAK89, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/10/2027

L'Obligation émise par Bancolombia S.A. ( Colombie ) , en USD, avec le code ISIN US05968LAK89, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

424B5 1 tv476863_424b5.htm 424B5
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-211071

Calculation of Registration Fee

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)

4.875% Subordinated Notes due 2027

$
750,000,000
$
93,375

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

PROSPECTUS SUPPLEMENT
(To the Prospectus dated May 2, 2016)
US$750,000,000
Bancolombia S.A.
4.875% Subordinated Notes due 2027

We are offering US$750,000,000 of our 4.875% subordinated Notes due 2027 (the "Notes"). The Notes will mature on October 18, 2027. The Notes will bear
interest at 4.875% per year from and including the issuance date of the Notes to, but excluding, the Reset Date. From and after the Reset Date to, but excluding, the date
of maturity or earlier redemption date of the Notes, the Notes will bear interest on the outstanding principal amount at a rate per annum equal to the sum of (i) the
Benchmark Reset Rate on the Reset Date plus (ii) 292.9 basis points as calculated by the issuer. Interest is payable semi-annually, in arrears, on and of each year,
beginning April 18, 2018. The Notes will be subject to redemption prior to the maturity date, as further described herein.

UPON THE OCCURRENCE OF A WRITE-DOWN EVENT, AS DEFINED HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THE NOTES,
INTEREST AND ADDITIONAL AMOUNTS, IF ANY, MAY BE PERMANENTLY REDUCED TO THE EXTENT REQUIRED TO RESTORE OUR
CAPITAL RATIOS. NO INTEREST WILL ACCRUE ON ANY PRINCIPAL AMOUNT OF THE NOTES THAT IS SO REDUCED. IF A WRITE-DOWN
EVENT OCCURS, YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

The Notes will be our unsecured subordinated obligations and will rank junior to all of our existing and future senior obligations and will rank senior only to our
capital stock and any other instrument that may qualify as Tier One Capital for purposes of Colombian banking laws, if any, and which is expressly or effectively
subordinated to the Notes. 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-8 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 sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances
that do not and will not give rise to a contravention of those rules by any person. 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 INFORMATION SUBMITTED TO THE SUPERINTENDENCIA FINANCIERA DE COLOMBIA (THE COLOMBIAN SUPERINTENDENCY OF
FINANCE) AND THE POTENTIAL QUALIFICATION OF THE NOTES AS TIER TWO CAPITAL WILL NOT CONSTITUTE AN OPINION OF THE
COLOMBIAN SUPERINTENDENCY OF FINANCE WITH RESPECT TO APPROVAL OF THE QUALITY OF THE NOTES OR OUR SOLVENCY. THE NOTES
MAY NOT BE PUBLICLY OFFERED OR SOLD IN THE REPUBLIC OF COLOMBIA.

Per note
Total
Public offering price(1)
100.000%
US$750,000,000
Underwriting discount
0.350%
US$2,625,000
Proceeds, before expenses, to us
99.650%
US$747,375,000

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(1) Plus accrued interest, from October 18, 2017, 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 October 18, 2017.

Joint Book-Running Managers

BofA Merrill Lynch
Citigroup
UBS Investment Bank

Co-Manager

Valores Banistmo

The date of this prospectus supplement is October 11, 2017.

Restrictions on marketing and sales to retail investors

The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes to retail investors.

In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible Instruments and
Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI Instrument").

Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):

(i) certain contingent write-down or convertible securities (including any beneficial interests therein), such as the Notes, must not be sold to retail clients in
the EEA; and

(ii) there must not be any communication or approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial
interest in such securities) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in
the EEA (in each case, within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the PI Rules.

Certain of the underwriters or their affiliates are required to comply with the PI Rules. By purchasing, or making or accepting an offer to purchase, any Notes
(or a beneficial interest in such Securities) from the Issuer and/or the underwriters, each prospective investor represents, warrants, agrees with and undertakes to the
Issuer and each of the underwriters that:

1. it is not a retail client in the EEA (as defined in the PI Rules);

2. whether or not it is subject to the PI Rules, it will not

(A) sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA or

(B) communicate (including the distribution of this prospectus supplement or approve an invitation or inducement to participate in, acquire or
underwrite the Notes (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is
likely to be received by a retail client in the EEA (in each case within the meaning of the PI Rules),

in any such case other than (i) in relation to any sale or offer to sell Notes (or any beneficial interests therein) to a retail client in or resident in the United
Kingdom, in circumstances that do not and will not give rise to a contravention of the PI Rules by any person and/or (ii) in relation to any sale or offer to sell
Notes (or any beneficial interests therein) to a retail client in any EEA member state other than the United Kingdom, where (a) it has conducted an assessment
and concluded that the relevant retail client understands the risks of an investment in the Notes (or such beneficial interests therein) and is able to bear the
potential losses involved in an investment in the Notes (or such beneficial interests therein) and (b) it has at all times acted in relation to such sale or offer in
compliance with the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the extent MiFID does not apply to
it, in a manner which would be in compliance with MiFID if it were to apply to it; and

3. it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion,
offering, distribution and/or sale of the Notes (or any beneficial interests therein), including (without limitation) any such laws, regulations and regulatory
guidance relating to determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial interests therein) by investors in any
relevant jurisdiction.

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Notes (or any beneficial interests
therein) from the Issuer and/or the underwriters, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both the
agent and its underlying client.

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-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-8
Use of Proceeds
S-19
Selected Consolidated Financial Data
S-20
Management's Discussion and Analysis of Financial Condition and Results of Operations as of and for the Six Months Ended June 30, 2017 and 2016
S-22
Ratio of Earnings to Fixed Charges
S-28
Capitalization
S-39
Colombian Banking Regulations
S-30
Description of the Notes
S-37
Tax Considerations
S-48
Underwriting
S-52
Expenses
S-57
Validity Of The Notes
S-58
Experts
S-58
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
Consolidated Ratio of Earnings to Fixed Charges
9
The Securities
10
Legal Ownership
11
Description of Debt Securities
14
Description of the Preferred Shares
15
Description of American Depositary Receipts
20
Description of the Rights to Subscribe Preferred Shares
29
Plan of Distribution
30
Validity of the Securities
32
Experts
32
Enforcement of Civil Liabilities Against Foreign Persons
33

-ii-

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is divided in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. 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
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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 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. 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 will be incorporated by reference into this prospectus
supplement and 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, 2016, filed with the
SEC on May 1, 2017 (the "Annual Report").

The preceding document supersedes and replaces the documents listed in the accompanying prospectus under the heading "Incorporation of Certain
Information by Reference."

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: General Secretary
Telephone Number: (574) 404-1837

-iv-

EXCHANGE RATES
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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 3,050.43 per US$1.00, which
corresponds to the tasa representativa del mercado ("representative market rate") calculated on June 30, 2017. 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 June 30, 2017 and June 30, 2016, the representative market rate was COP 3,050.43 and 2,919.01
per US$1.00, respectively, as published on July 4, 2017 and July 1, 2016, respectively. On September 22, 2017, the representative market rate was COP 2,900.73 per
US$1.00, as published on September 25, 2017.

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 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
September 2017

2,893.18

2,941.07

2,936.67

August 2017

2,933.96

3,011.14

2,948.09

July 2017

2,995.23

3,092.65

2,997.59

June 2017

2,893.76

3,053.90

3,050.43

May 2017

2,873.22

2,967.44

2,921.00

April 2017

2,837.90

2,947.85

2,947.85

Source: SFC.

The following table sets forth the peso/U.S. dollar representative market rate 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/U.S.$1.00 representative market rate

Period

Period End

Average
2016

3,000.71

3,039.23
2015

3,149.47

2,773.43
2014

2,392.46

2,019.38
2013

1,926.83

1,881.04
2012

1,768.23

1,798.08

Source: SFC.

-v-

FORWARD-LOOKING STATEMENTS

This prospectus supplement contains statements which may constitute "forward-looking statements" within the meaning of the safe harbor 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, perhaps 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, El Salvador, Panama, 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, El Salvador, Panama, Guatemala or the other countries where we operate;
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·
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;

·
internal 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;

·
regulatory issues relating to acquisitions;

·
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 Annual Report, which is 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 and 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.

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 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 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 has been presented to a competent court in 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; and

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.

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
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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:

when it is proved by the party against which recognition is sought that:

·
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 become binding for the parties or was annulled or suspended by an authority of the country in which the award was issued; or

-vii-

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 arbitration is located, then the Colombian
judicial authorities may suspend of 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, providing a wide range of financial products and services to a diversified individual and corporate customer
base throughout Colombia as well as in other jurisdictions, such as Panama, El Salvador, Puerto Rico, the Cayman Islands, Peru and the United States.

Over the last three years, our assets have increased through organic growth and acquisitions. Since June 2014, our assets have grown at a compound annual
growth rate of 16.30%. As of June 30, 2017, we had, on a consolidated basis:

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·
COP 203,181 billion in total assets;

·
COP 150,747 billion in total net loans and financial leases;

·
COP 128,477 billion in total deposits; and

·
COP 21,831 billion in stockholders' equity.

Our consolidated net income attributable to equity holders of the parent company for the year ended December 31, 2016 and for the six months ended June
30, 2017 was COP 2,865 billion and COP 1,262 billion, respectively, representing an annualized average return on equity attributable to the owners of the parent
company of 14.52% and 11.80%, respectively, and an annualized average return on assets of 1.49% and 1.30%, 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, with Bancolombia as the surviving entity. Through this merger, Bancolombia gained important
competitive advantages, as Conavi and Corfinsura were two of the top financial institutions in the Colombian market at the time. Conavi, a mortgage bank in
Colombia and one of the strongest in retail operations, significantly increased the Bank's participation and know-how in these specific markets. On the other hand,
Corfinsura, then the largest financial corporation in Colombia and highly regarded for its expertise in handling large and mid-sized corporate credit loans and
financial services, its investment bank and its modern and diversified treasury department, significantly strengthened our full service franchise.

In May 2007, Bancolombia Panamá 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, insurance and brokerage. Through this first international acquisition, we gained a
leadership position in the Salvadorian financial market.

In October 2013, we acquired a 100% percent interest of the outstanding equity of 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, our wholly-owned subsidiary Bancolombia Panama acquired a 40% interest in 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 Stock Exchange, where
our preferred shares are traded under the symbol "PFBCOLOM." Since 1981, our common shares have been traded on Colombian exchange under the symbol
"BCOLOMBIA."

Strategy

Throughout its history, Bancolombia has executed a strategy that has allowed it to create a platform for growth. This strategy has been evidenced in the
creation of a universal banking model, in local and international acquisitions to expand its 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 trend, generating a superior experience for its customers, pride for its employees and
value for its shareholders, in a sustainable way.

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The main objectives of Bancolombia's strategy for the medium term are:

·
Continue to foster a culture of innovation across the Bancolombia Group, to reduce costs, 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 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.

Recent Developments

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Tender Offer for Outstanding Subordinated Notes

On September 25, 2017, Citigroup Global Markets Inc., as offeror, commenced a cash tender offer (the "Tender Offer") for Bancolombia S.A.'s 6.125%
Subordinated Notes due 2020 and 5.125% Subordinated Notes due 2022 (together, the "Old Notes"), up to an Aggregate Maximum Tender Consideration of
U.S.$750,000,000. As of June 30, 2017, the aggregate principal amount outstanding of the 6.125% Subordinated Notes due 2020 and 5.125% Subordinated Notes due
2022 was U.S.$ 620,000,000 and U.S.$1,424,513,000, respectively.

The Tender Offer will expire at 11:59 P.M., New York City time, on October 24, 2017, unless extended or earlier terminated (the "Expiration Date").
Holders of Old Notes who validly tendered and did not validly withdraw their Old Notes at or prior to 5:00 P.M., New York City time, on October 10, 2017, unless
extended or earlier terminated (the "Early Tender Date"), will be eligible to receive the total consideration, which includes an early tender payment, plus accrued and
unpaid interest up to, but not including the early settlement date for the Tender Offer. The Tender Offer was fully subscribed as of the Early Tender Date.
Accordingly, the offeror will not accept for purchase any additional Old Notes tendered after the Early Tender Date.

The early settlement of the Tender Offer is expected to occur prior to the closing of this offering. It is intended that Old Notes validly tendered at or prior to
the Early Tender Date and purchased by Citigroup Global Markets Inc. in the Tender Offer (the "Early Tendered Old Notes") will be exchanged by Citigroup Global
Markets Inc. for a portion of the Notes offered hereby and a relating decrease in an amount equal to the aggregate purchase price for the Early Tendered Old Notes,
in the cash consideration to be paid to Bancolombia by the underwriters in this offering (the "Exchange"). The consideration that Citigroup Global Markets Inc. will
receive from Bancolombia in exchange for the Early Tendered Old Notes is fixed pursuant to an exchange settlement agreement between Bancolombia and
Citigroup Global Markets Inc., dated as of September 25, 2017.

The Tender Offer is conditioned on the satisfaction, or waiver by Citigroup Global Markets Inc. and Bancolombia, of certain conditions, including, but not
limited to, the pricing of this offering. This prospectus supplement is not an offer to purchase, or the solicitation of an offer to sell, Old Notes.

The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase, dated September 25, 2017.

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The Offering

The following summary is not intended to be complete. For a more detailed description of the Notes, see "Description of the Notes."

Issuer
Bancolombia S.A.

Securities Offered
US$750,000,000 in aggregate principal amount of 4.875% Subordinated Notes due 2027.

Issue Price
100.000% of the principal amount of the Notes, plus accrued interest, if any from October 18, 2017.

Maturity
The Notes will mature on October 18, 2027.

Interest
4.875% per year on the outstanding principal amount from and including the closing date of the Notes
offering to, but excluding, the Reset Date.

From and after the Reset Date to, but excluding, the date of maturity or earlier redemption date of the
Notes, the Notes will bear interest at a rate per annum on the outstanding principal amount equal to the
sum of (i) the Benchmark Reset Rate on the Reset Date plus (ii) 292.9 basis points as calculated by the
issuer.

Interest will be payable semi-annually, in arrears, on April 18 and October 18 of each year, beginning on
April 18, 2018.

In the event that we default on the payment of principal, premium, if any, interest or such other amounts
as may be payable in respect of the Notes, we will pay interest on overdue principal and premium, if
any, at the rate borne by the Notes plus 1% per year and will pay interest on overdue installments of
interest at the same rate to the extent lawful.

Loss Absorption; Reduction of Principal, Interest and Other The Notes provide that, as determined by applicable Colombian laws and regulations then in effect, if:
Amounts
(i) our Basic Individual Solvency Ratio or our Basic Consolidated Solvency Ratio (as such terms are
defined in "Description of the Notes") is below 4.5%; or (ii) if the SFC, in its discretion, otherwise so
determines in writing, the outstanding principal, accrued and unpaid interest, and any other amounts due
on the Notes will be permanently reduced, pro rata with reductions in the outstanding principal, accrued
and unpaid interest and any other amount due on other Tier Two Capital subordinated Indebtedness as to
which a Write-Down Event (as defined in "Description of the Notes") has occurred, if any, (other than
subordinated Indebtedness, that, under its terms, is designated as junior to the Notes) by an amount
needed to (x) restore the Basic Individual Solvency Ratio to 6%; (y) restore the Basic Consolidated
Solvency Ratio to 6%; or (z) comply with the order of the SFC to restore the Basic Individual Solvency
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Ratio or Basic Consolidated Solvency Ratio to 6%, as applicable; provided, that the principal amount of
the Notes may not be written down below zero. Furthermore, any such reduction will not constitute an
Event of Default under the Notes.

As of the date of their initial issuance, the Notes will be the only debt securities we have that include the
loss absorption feature described above. If a Write-Down Event occurs, holders of the Notes may
suffer a permanent loss of some or all of their principal, interest or other amounts due on the
Notes. No interest will accrue on any amount of principal reduced as a result of a Write-Down
Event, and the occurrence of a Write-Down Event will not constitute an Event of Default.

Form and Denomination
The Notes will be issued in registered form, without coupons, and in minimum denominations of
US$200,000 and integral multiples of US$1,000 in excess thereof.

Payment Currency
All amounts due in respect of principal, interest or the additional amounts, if any, will be paid in U.S.
dollars.

Ranking
The Notes will be our unsecured subordinated obligations. In the event of our liquidation under
Colombian law, the Notes will rank:

· junior in right of payment to the prior payment in full of all our existing and future Senior
External Liabilities (as defined in "Description of the Notes"). As of June 30, 2017, we have
COP171,910.31 billion of Senior External Liabilities;

· pari passu with all our other present or future Tier Two Capital subordinated Indebtedness (as
defined in "Description of the Notes") other than subordinated Indebtedness, that, under its
terms, is designated as junior to the Notes. As of June 30, 2017, we have COP 7,633.88 billion
of outstanding Tier Two Capital subordinated Indebtedness; and

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· senior in right of payment only to subordinated instruments constituting Tier One Capital (of
which we currently have none outstanding) and our capital stock.

As a result of the operation of the provisions of the Notes described under "Description of the Notes--
Loss Absorption", Holders may recover less ratably than holders of pari passu subordinated debt of the
Bank that does not include a similar loss absorption feature. As of June 30, 2017, after giving pro forma
effect to the offering of Notes and the completion of the Tender Offer (assuming that tenders of Old
Notes are accepted on the Early Tender Date for an aggregate purchase amount equal to the Aggregate
Maximum Tender Consideration), we would have had approximately COP5,583 billion aggregate
principal amount of subordinated indebtedness that does not include a similar loss absorption feature.

Optional Redemption
At our option, in whole but not in part, on the Reset Date, at a redemption price equal to 100% of the
outstanding aggregate principal amount thereof, plus accrued and unpaid interest and Additional
Amounts, if any, to, but excluding, the date of redemption, subject to certain conditions, including prior
approval of the SFC if so required at the time of redemption (as further described in "Description of the
Notes").

Optional Redemption upon Tax or Regulatory Event
The following optional redemption rights are not permitted under current Colombian regulations.
We will not be able to exercise these optional redemption rights unless regulations are
implemented permitting us to do so.

Notwithstanding the foregoing, and provided that regulations are implemented that permit us to do so, at
any time after the Issue Date (as defined in the "Description of the Notes") and subject to certain
conditions, we may redeem the Notes in whole, but not in part, at a price equal to 100% of the
outstanding principal amount thereof plus accrued and unpaid interest and any Additional Amounts, to
the relevant date of redemption, following the occurrence of a Regulatory Event or a Tax Event. See
"Description of the Notes--Optional Redemption upon Tax Event or Regulatory Event."

Merger and Sales of Assets
The indenture governing the Notes will contain a covenant that limits our ability to merge or consolidate
with another entity or sell, lease or transfer substantially all of our properties or assets to another entity.
See "Description of the Notes--Certain Covenants--Mergers, Consolidations, Etc."

Limitation on Acceleration of Notes
If we fail to make payment of principal, interest or Additional Amounts, if any, on the Notes (and, in the
case of payment of principal, such failure to pay continues for seven days or, in the case of payment of
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Document Outline

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