Ref.No. 378/DRD/2014-15 February 26, 2015 Dear Arranger / Merchant Banker,

Sub : Invitation of Bid for the Banks’ proposed Unsecured Non Convertible (Basel III Compliant) Additional Tier-I Perpetual Bond Issue in the nature of Debentures

1. IDBI Bank Ltd. (“BANK”), a Public Sector Bank, proposes to mobilize Rs.1,000 Crore (Rupees One Thousand Crore only) with green shoe option of Rs.1,000 Crore through issue of Unsecured Non Convertible (Basel III compliant) Additional Tier-I Perpetual Bond 2014-15 (Series IV) on Private Placement basis (“BOND ISSUE”). We are pleased to inform you that the said Bond Issue has been rated as “CRISIL AA-/Negative” by CRISIL Ltd., and “IND AA-” by India Ratings and Research Pvt. Ltd. 2. We hereby invite your bids - (i) Technical Bid and (ii) Financial Bid, as per format given in Annexure 1 and 2 on the proposed Bond Issue based on the Summary Term sheet of the Bonds attached as Annexure - 4. 3. Schedule for submission of Tender / RFQ:

Sr.No.

Event Schedule

a. Last date for submission of Bids By 03.00 p.m. on March 03, 2015

b. Date & Place of opening of Technical Bid is at

04.00 p.m. on March 03, 2015 at IDBI Bank Ltd., 23rd Floor, Small Conference Room, IDBI Tower, Cuffe Parade, Mumbai 400005.

c. Date & Place of opening of Financial Bids of the technically qualified Bidders is at

04.30 p.m. on March 03, 2015 at the above mentioned address, on completion of opening the Technical Bids.

4. The bids may be submitted by Hand Delivery, as per instructions contained in Annexure - 3, so as to reach by 03.00 p.m. on March 03, 2015. Bid received thereafter shall not be considered/accepted. Bids should be submitted by the Arrangers/Merchant Bankers individually and not in groups. 5. Eligibility and Qualification Criteria :

For Technical Qualification, the proposers (Bidders) should satisfy following eligibility criteria and submit the following documents:

Sr. No.

Eligibility Criteria Document to be Submitted

a. Should be a SEBI Registered Merchant Banker listed on Prime Data Base and should have SEBI License valid till the closure of the Issue. (Mere submission for renewal certificate will not be considered as fulfillment of eligibility criteria).

Self certified copy of SEBI Registration Certificate.

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b. Should have experience in handling Basel III compliant Bonds Issue of Public Sector Banks by Private Placement, anytime during FY 2013-14 and in FY 2014-15 till date.

Self-certified declaration of the mobilization done.

c. The Arranger/Merchant Banker should be in the top 10 of Prime Database ranking for Debt Private Placement for the period April 1, 2013 to March 31, 2014.

d. The bid shall be on firm commitment basis for Rs.500 Crore and thereafter, in multiples of Rs.100 Crore.

e. The Arranger/Merchant Banker should not have defaulted in any of their past commitments in any domestic Bank Bond Issue.

f. Arrangers/Merchant Bankers should not have been blacklisted /debarred by any Public Sector Undertaking, including Public Sector Bank in the past.

6. Instructions as regards Bids :

a. For Technical Bids, submit copies of all the documents as specified in pre-para.

b. The fee should be quoted as a percentage of the amount mobilized and retained by the Bank.

c. The fees quoted in Financial Bid should be in Indian National Rupee excluding applicable taxes but including out of pocket expenses. Further, no additional out of pocket expenses shall be payable. Tax will be deducted at source as per the provisions of Income Tax Act, prevailing at the time of payment.

d. Financial Bids will be opened only if the Bidders are qualified in the Technical bid. The Financial Bids will be evaluated based on the summation of the ‘coupon rate quoted’ and ‘the fees quoted divided by a factor of 10’ to decide the Lowest – 1 (L1) Bid. The L1 bidder will be given the first chance to enhance the amount (beyond the minimum commitment of Rs.500 crore) at the L1 Bid coupon rate. If more than one Arranger has matched the L1 bid rate, allocation will be made among them for raising the amount of the issue. If bid amount of L1 bidder/s is not sufficient to complete the issue, then the offer will be made to the next higher bidder to complete the issue at the L1 Bid rate and so on.

7. Other terms and conditions

a. The appointment of Merchant Banker(s) / Arranger(s) will be on firm Commitment Basis for Rs.500 Crore (i.e. Minimum Bid size is Rs.500 Crore) and thereafter, in multiples of Rs.100 Crore.

b. The fee and the coupon (interest rate) shall be firm and valid for the firm commitment of Rs.500 Crore and thereafter, in multiples of Rs.100 Crore. Partial Tenders i.e. rate of interest quoted for part of the issue less than Rs.500 Crore (Minimum Commitment amount) shall be rejected. Quoting Range of interest rate shall not be accepted.

c. Rate of Interest to be quoted should be per annum and upto 2 decimals.

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d. The Bank reserves the right to negotiate the fee / Rate of Interest further with the L1 bidder/s Merchant Banker(s) / Arranger(s).

e. In case required, and at its sole discretion, Bank reserves the right to appoint more than one Merchant Banker(s) as Arranger(s) to the issue at the lowest quoted interest rate and fees based on the summation of the ‘coupon rate quoted’ and ‘the fees quoted divided by a factor of 10’ (i.e. at L1 rate) in order to make the Bond Issue fully subscribed.

f. In case more than one arranger is appointed, the arrangers have to commit to arrange funds for the issue to the extent of the Minimum Bid size, either by them or through market intermediaries.

g. Since, the issue is on private placement basis, it shall be ensured by the Arrangers/Merchant Bankers that the offer or invitation shall be made to not more than two hundred persons in the aggregate in a financial year.

h. Conditional Tenders are not acceptable.

i. The duration of the Bond Issue shall be at the sole discretion of the bank. The firm commitment portion of the subscription shall be brought in by the Merchant Banker(s) / Arranger(s) during the issue period.

j. The short listed Merchant Banker(s) / Arranger(s) shall not have any right to insist the Bank for extension of the Bond Issue period in case the amount committed is not mobilized by them during the duration of the Bond Issue. In the event, the full issue amount is not mobilized; the arrangers shall bring in the balance subscription before the closing date of the issue.

k. The Bank reserves the right to extend the issue or foreclose the issue at its own discretion.

l. Before filling up the Tender, the Merchant Bankers are requested to consider the tentative Summary Term Sheet structure of the Bonds mentioned in Annexure - 4.

m. The Bank reserves the right to exercise the Green Shoe Option either in whole or in part, at its sole and absolute discretion.

n. The submission of tender by a Merchant Banker implies that he has read the contents of RFQ Document and has accepted all the terms and conditions mentioned in this RFQ document.

o. The Bank reserves the right to accept / reject all or any of the tenders without assigning any reasons.

-4- p. Appointment of Merchant Banker(s) / Arranger(s) is subject to complying with all the terms and conditions mentioned in the RFQ document and shall be valid till the allotment of bond under the issue for which the bids have been submitted. In case, during this period, if it is found that the appointed Merchant Banker(s) / Arranger(s) to the Issue do not meet the eligibility criteria for the appointment, mandate issued is liable to be cancelled at any time at the sole discretion of the Bank, and shall be sued legally for all the related consequences. For all such matters of litigation, courts of Mumbai shall be the jurisdiction.

q. If the short-listed Merchant Banker/ Arranger does not mobilize their individual target amount, withdraws their bid after selection/ does not submit the original documents as required in RFQ, apart from forfeiting their Merchant Banker’s / Arranger’s fee, they will be black listed from all future bond issues of IDBI Bank.

r. Any notice served by the Bank on the Merchant Bankers under this agreement shall be deemed to have been duly served on by sending through Registered post to the address mentioned in the RFQ document / document submitted by the Merchant Bankers.

s. Merchant Banker / Arranger short listed shall help the bank comply with all the statutory provisions for Issue of Basel – III Compliant Bonds through Private Placements, specifically, relevant Reserve Bank of India Circulars, statutory provisions relating to Private Placements in SEBI Regulations and Companies Act, 2013 along with relevant rules and clarifications, etc.

8. Scope of Assignment The scope of assignment for the successful bidder is as detailed below:

DURING THE ISSUE: Arranging funds, to the extent of their individual target for the issue.

Maintenance of records for making offer to the investors as required under SEBI, RBI & Companies Act 2013 and related rules.

To ensure that there is no breach in the maximum number of investors prescribed in Companies Act 2013 and related rules for Private Placement.

Collecting the original applications from the Investors and handing over the same to the Registrar and Transfer Agents of the Bank.

Reporting to the Bank on the amount mobilized with banking details and reconciling the same.

POST ISSUE: To ensure that all original applications are handed over to Registrar and Transfer

Agents.

Assisting the Bank in allotment of bonds in Demat mode at NSDL and CDSL within the due date.

Assisting the Bank in preparation of final documents and Listing of Bonds with Stock Exchange(s) within the date.

Assisting the Bank in filing various statutory documents with SEBI / Stock Exchange etc.

-5- 9. Terms of payment of Arranger fee

a. To be eligible for payment of fee, Merchant Banker(s) / Arranger(s) should have mobilized their individual target amount mentioned at the time of closure of the issue.

b. The Merchant Banker(s)’/Arranger(s)’ fee shall be payable only after allotment of Bonds subject to deduction of Tax at sources as per the prevailing provision of Income Tax Act, 1961, against their individual bill..

c. No fee shall be paid on funds directly mobilized through direct applications.

d. Fees will be paid within 15 working days of the completion of the allotment of bonds under the issue.

Sd/- (M A Kulkarni)

General Manager International Banking Division

IDBI Bank Ltd.

Annexure I Format of Technical Bid

(To be produced in the letter head of the Arranger/Merchant Banker) The General Manager, IDBI Bank Ltd., International Banking Division, 22nd Floor, IDBI Tower, Cuffe Parade, Mumbai – 400 005. Sir,

As per the requirement of RFQ document for appointment of Merchant Banker / Arranger for the Basel III compliant AT-1 Bond Issue (Series IV) of IDBI Bank of Rs.1,000 Crore with green shoe option of Rs.1,000 Crore, we are furnishing herewith the required information towards the Technical Bid, attaching therein the relevant documents which are self certified by me/us under my/our office seal :

Sl. No.

Particulars Details Any other remarks

1 Name of the Arranger / Merchant Banker

2 Place of Registered Office

3 Name and Address as per the SEBI Registration Certificate*

4 SEBI Registration No.*

5 Validity of the SEBI Registration Certificate (Mention the date up to which the SEBI Registration is valid) *

6 No. of Branches

7 PAN No of the firm

8 Contact Person

9 Contact Details :

a. Land Line No.

b. Mobile Number

c. Email – ID

10 Whether participated in Basel III compliant Bonds Issue of Public Sector Banks by Private Placement, anytime during FY 2013-14 and in FY 2014-15 till date. *

11 Ranking in the Prime Database ranking Debt Private Placement for the period April 1, 2013 to March 31, 2014

*Relevant Documents to be submitted with Self-certification.

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We also confirm that – a) The information submitted above is true and correct.

b) We have not defaulted in any of our past commitments in any domestic Bank Bond Issues.

c) We have not been blacklisted / debarred by any Public Sector Undertaking, Central or State Government Undertakings in the past.

Date :

Place :

For Arranger/Merchant Banker,

Name of the Partner

Membership Number

(Affix the seal)

Encl : Self certified relevant documents

Annexure - 2 Format of Commercial / Financial Bid

(To be produced in the letter head of the Arranger/Merchant Banker) To, The General Manager, IDBI Bank Ltd., International Banking Division, 22nd Floor, IDBI Tower, Cuffe Parade, Mumbai – 400 005. Sir,

As per the requirement of RFQ document for appointment of Merchant Banker / Arranger for the Basel III compliant AT-1 Bond Issue (Series IV), of IDBI Bank Ltd., of Rs.1,000 Crore with green shoe option of Rs.1,000 Crore, we are furnishing herewith the required information towards the Financial Bid, under my/our office seal :

Sl. No.

Particulars Bid Amount#

Coupon Rate (% per annum)

Arranger’s fee*

1. Raising of Basel III compliant Additional

Tier1 Bond (Series IV) of Rs.1,000 Crore

with green shoe option of Rs.1,000 Crore

on Private Placement basis.

# Minimum Bid amount Rs.500 Crore and thereafter in multiples of Rs.100 Crore.

Coupon rate to be denoted nearest to two decimals. * Arrangers’ fee not to exceed 65 paise per Rs.100/- excluding applicable taxes, but

including out of pocket expenses.

Date :

Place :

For Arranger/Merchant Banker,

Name of the Partner

Membership Number

(Affix the seal)

Annexure - 3 Instruction in the matter of Submission of Bids

The Technical Bid and the Financial Bid should be submitted in two separate sealed envelopes clearly superscribed on the front of the envelope as “Technical Bid – Basel III compliant Additional Tier 1 Bond Issue” and “Financial Bid – Basel III compliant Additional Tier1 Bond Issue” and should be addressed to : The General Manager, IDBI Bank Ltd., International Banking Division, 22nd Floor, IDBI Tower, Cuffe Parade, Mumbai – 400 005. The Bid may be submitted by Hand Delivery at the above address so as to reach on or before 03.00 p.m. on March 3, 2015. Any bid submitted or received after 03.00 p.m. on March 3, 2015 shall not be accepted. The Bid will be opened before an internal committee of the Bank at 04.00 p.m. on March 3, 2015. You are invited to attend the Bid opening Meeting. Important Points :

Bids should be submitted by the Arrangers/Merchant Bankers individually and not in groups.

The Bid submitted by Arrangers/Merchant Bankers will be valid till the completion of allotment of Bonds.

The Bank has every right to withdraw the issue without assigning any reason to the arrangers/ Merchant Bankers.

Annexure 4

Summary Term Sheet for the issue of Bonds (as defined below) in pursuance of

Master Circular - Basel III Capital Regulations, RBI/2014-15/103 DBOD.No.

BP.BC.6/21.06.201/2014-15 dated July 1, 2014 read with RBI circular: Implementation

of Basel III Capital Regulations in India – Amendments, RBI/2014-15/201 DBOD.No.

BP.BC.38/21.06.201/2014-15 dated September 1, 2014, and as amended from time to

time (“Basel III Guidelines”).

1 Security Name IDBI Omni Additional Tier 1 Bond 2014-15

Series IV

2 Issuer IDBI Bank Limited

3 Issue Size and Option to

retain over-subscription

Rs.1,000 Crore with green shoe option of

Rs.1,000 Crore.

4 Objects of the Issue /

Details of the utilization of

the proceeds

Augmenting Additional Tier1 Capital (as the

term is defined in the Basel III Guidelines) and

over all capital of the Issuer for strengthening

its capital adequacy and for enhancing its

long-term resources.

5 Type of Instrument Unsecured, subordinated, non-convertible,

perpetual bonds which will qualify as

Additional Tier 1 Capital (as the term is

defined in the Basel III Guidelines) (the

“Bonds”).

6 Nature of Instrument The Bonds are neither secured nor covered

by a guarantee of the Issuer nor related

entity or other arrangement that legally or

economically enhances the seniority of the

claim of the holders of the Bonds (the

“Bondholders”) vis-à-vis other creditors of

the Issuer.

7 Seniority The claims in respect of the Bonds, subject

to Condition 8 (Temporary principal write-

down), will rank:

(i) superior to the claims of investors in

equity shares and perpetual non-cumulative

preference shares of the Issuer;

(ii) subordinate to the claims of all

depositors and general creditors and

subordinated debt of the Issuer other than

subordinated debt qualifying as Additional

Tier1 Capital (as the term is defined in the

Basel III Guidelines) of the Issuer;

(iii) pari passu without preference amongst

themselves and other debt instruments

classifying as Additional Tier 1 Capital in

terms of Basel III Guidelines; and

(iv) to the extent permitted by the Basel III

Guidelines, pari passu with any

subordinated obligation eligible for inclusion

in hybrid Tier 1 capital under the then

prevailing Basel II guidelines.

As a consequence of these subordination

provisions, if a winding up proceeding

should occur, the Bondholders may recover

less rateably than the holders of deposit

liabilities or the holders of other

unsubordinated liabilities of the Issuer.

Bondholders will not be entitled to receive

notice of, or attend or vote at, any meeting of

shareholders of the Issuer or participate in

the management of the Issuer.

8 Temporary principal write-

down

Where a temporary write-down of the Bonds

pursuant to Condition 41(ii) (Temporary

principal write-down on CET1 Trigger Event)

has occurred, the claim of Bondholders for

any amount which has been written-down

(and not yet reinstated) in any winding up

proceedings of the Issuer will rank pari

passu with the rights and claims of the

Issuer‟s ordinary shareholders.

For the avoidance of doubt: (i) if the Issuer

goes into liquidation before any write-down

under Condition 41 (Loss Absorption) the

Bonds will absorb losses in accordance with

Condition 7 (Seniority); (ii) if the Issuer

goes into liquidation when the Bonds have

been written-down temporarily in

accordance with Condition 41(ii) (Temporary

principal write-down on CET1 Trigger Event)

but yet to be written-up, the holders of such

Bonds will have a claim on the proceeds of

liquidation pari passu with equity holders in

proportion to the amount written-down in

accordance with this Condition 8

(Temporary principal write-down); and (iii)

if the Issuer goes into liquidation after any

permanent Write-Down of Capital Securities

pursuant to Condition 41(i) (Permanent

principal write-down on PONV Trigger Event),

the holders of the Bonds will have no claim

on the proceeds of liquidation in relation to

the amount written down.

9 Listing ( including name

of stock Exchange(s)

where it will be listed)

Proposed on the Wholesale Debt Market

(WDM) Segment of NSE / BSE.

10 Tenor Perpetual

11 Convertibility Non-convertible

12 Face Value Rs.10,00,000/- (Rupees Ten Lakh) per Bond.

13 Credit Rating (i) „CRISIL AA-/Negative‟ from CRISIL; and

(ii) „IND AA-‟ from India Ratings

14 Mode of Issue Private placement.

15 Security Unsecured.

16 Coupon Rate To be decided

17 Coupon Reset Not Applicable

18 Coupon Type Fixed

19 Coupon Payment

Frequency

Subject to Conditions 24 (Coupon

Limitation) and Condition 41 (Loss

Absorption), coupon will be payable annually

in arrear.

20 Coupon Payment Dates On the anniversary of the Deemed Date of

Allotment.

21 Interest on application

money

Interest at the Coupon Rate (subject to

deduction of Income-tax under the provisions

of the Income-tax Act 1961, or any statutory

modification or re-enactment as applicable)

will be paid to all the applicants on the

application money for the Bonds. Such

interest shall be paid from the date of

realization of cheque (s)/demand draft (s) and

in case of RTGS/other means of electronic

transfer interest shall be paid from the date of

receipt of funds to one day prior to the Deemed

Date of Allotment.

The Interest on application money will be

computed as per Actual/Actual Day count

convention. Such interest would be paid on all

the valid applications including the refunds.

For the application amount t h a t has been

refunded, the Interest on application money

will be paid along with the refund orders and

for the application amount against which Bonds

have been allotted, the Interest on application

money will be paid within ten working days

from the Deemed Date of Allotment. Where an

applicant is allotted lesser number of Bonds

than applied for, the excess amount paid on

application will be refunded to the applicant

along with the interest on refunded money.

Income Tax at Source (TDS) will be deducted

at the applicable rate on Interest on application

money.

22 Record Date Reference date for payment of coupon or of

principal which shall be the date falling 15 days

prior to the relevant Coupon Payment Date,

Issuer Call Date, Tax Call Date or Regulatory

Call Date (each as defined later) on which

interest is due and payable. In the event the

Record Date falls on a day which is not a

business day, the next business day will be

considered as the Record Date.

23 Computation of Interest Actual/ Actual

24 Coupon Limitation (i) The Issuer may elect at its full discretion

to cancel (in whole or in part) coupon

scheduled to be paid on Coupon Payment Date.

(ii) Further, the coupon will be paid out of

distributable items. In this context, coupon may

be paid out of current year‟s profits. However,

if current year profits are not sufficient, i.e.

payment of coupon is likely to result in losses

during the current year, the balance amount of

coupon may be paid out of revenue reserves

(i.e. revenue reserves which are not created for

specific purposes by the Issuer) and/or credit

balance in profit and loss account, if any.

(iii) However, payment of coupon from the

revenue reserves is subject to the Issuer

meeting minimum regulatory requirements for

CET 1, Tier 1 and Total Capital ratios (each as

defined and calculated in accordance with the

Basel III Guidelines) at all relevant times and

subject to the requirements of capital buffer

frameworks (i.e. capital conservation buffer,

countercyclical capital buffer and Domestic

Systemically Important Banks) set out in Basel

III Guidelines;

(iv) Coupon on the Bonds will be non-

cumulative. If coupon is not paid or paid at a

rate lesser than the Coupon Rate, the unpaid

coupon will not be paid in future years. Non-

payment of coupon will not constitute an Event

of Default in respect of the Bonds;

(v) In the event that the Issuer determines

that it shall not make a payment of coupon on

the Bonds, the Issuer shall notify the Trustee

not less than 21 calendar days prior to the

relevant Coupon Payment Date of that fact and

of the amount that shall not be paid.

25 Dividend Stopper There is no dividend stopper in relation to the

Bonds

26 Put Option Not Applicable

27 Call Option:

(i) Issuer Call The Issuer may at its sole discretion, subject to

Condition 29 (Conditions for call and

repurchase) having been satisfied and having

notified the Trustee not less than 21 calendar

days prior to the date of exercise of such Issuer

Call (which notice shall specify the date fixed

for exercise of the Issuer Call (the “Issuer Call

Date”), may exercise a call on the outstanding

Bonds.

The Issuer Call, which is discretionary, may or

may not be exercised on the tenth anniversary

from the Deemed Date of Allotment i.e. the

tenth Coupon Payment Date or on any Coupon

Payment Date thereafter.

(ii) Tax Call or Variation If a Tax Event (as described below) has

occurred and continuing, then the Issuer may,

subject to Condition 29 (Conditions for call and

repurchase) having been satisfied and having

notified the Trustee not less than 21 calendar

days prior to the date of exercise of such Tax

Call or Variation (which notice shall specify the

date fixed for exercise of the Tax Call or

Variation “Tax Call Date”), may exercise a call

on the Bonds or substitute the Bonds or vary the

terms of the Bonds so that the Bonds have better

classification.

A Tax Event has occurred if, as a result of any

change in, or amendment to, the laws affecting

taxation (or regulations or rulings promulgated

thereunder) of India or any change in the official

application of such laws, regulations or rulings

the Issuer will no longer be entitled to claim a

deduction in respect of computing its taxation

liabilities with respect to coupon on the Bonds.

RBI will permit the Issuer to exercise the Tax

Call only if the RBI is convinced that the Issuer

was not in a position to anticipate the Tax Event

at the time of issuance of the Bonds.

(iii) Regulatory Call or

Variation

If a Regulatory Event (as described below) has

occurred and continuing, then the Issuer may,

subject to Condition 29 (Conditions for call and

repurchase) having been satisfied and having

notified the Trustee not less than 21 calendar

days prior to the date of exercise of such

Regulatory Call or Variation (which notice shall

specify the date fixed for exercise of the

Regulatory Call or Variation (the “Regulatory

Call Date”)), may exercise a call on the Bonds

or substitute the Bonds or vary the terms of the

Bonds so that the Bonds have better

classification.

A Regulatory Event is deemed to have

occurred if there is a downgrade of the Bonds in

regulatory classification i.e. Bonds is excluded

from the consolidated Tier I Capital of the

Issuer.

RBI will permit the Issuer to exercise the

Regulatory Call only if the RBI is convinced

that the Issuer was not in a position to anticipate

the Regulatory Event at the time of issuance of

the Bonds.

(iv) Call Notification Time 12 calendar days prior to the date of exercise of

Call

28. Repurchase/ redemption/

buy-back

The Issuer may at any time, subject to Condition

29 (Conditions for call and repurchase), having

been satisfied and such repayment being

otherwise permitted by the then prevailing Basel

III Guidelines repay the Bonds by way of

repurchase, buy-back or redemption. Such

Bonds may be held, reissued, resold,

extinguished or surrendered, at the option of the

Issuer.

29. Conditions for call and

repurchase

The Issuer shall not exercise a call option or

redeem, buy-back, repurchase, substitute or vary

any of the Bonds unless:

(i) in the case of exercise of call option or

repurchase, buy-back or redemption, either (i)

the Bonds are replaced with the same or better

quality capital (in the opinion of the RBI), at

conditions sustainable for the income capacity

of the Issuer; or (ii) the Issuer has demonstrated

to the satisfaction of the RBI that its capital

position is well above (in the opinion of the

RBI) the minimum capital requirements (after

such call option is exercised or after the

redemption, repurchase or buy-back, as the case

may be);

(ii) the prior written approval of the RBI shall

have been obtained;

(iii) the Issuer has not created any expectation

that such call or variation or repurchase shall be

exercised; and

(iv) any other pre-conditions specified in the

Basel III Guidelines at such time have been

satisfied.

30. Depository (i) National Securities Depository Limited (the

“NSDL”); and

(ii) Central Depository Services (India)

Limited (the “CDSL”).

31. Events of Default As specified in the Bond trust deed.

32. Cross Default Not Applicable

33. Proposed Listing (i) National Stock Exchange of India Limited

(the “NSE”); and

(ii) BSE Limited (the “BSE”)

34. Issuance Only in dematerialized form

35. Trading Only in dematerialized form

36. Issue Schedule :

1. Issue Opening Date

2. Issue Closing Date

To be decided

To be decided

37. Pay-In-Date To be decided

38. Deemed Date of

Allotment

To be decided

39. Minimum Application and

in multiples of Debt

securities thereafter

5 Bonds and in multiples of 1 Bond thereafter

40. Settlement Payment of interest and repayment of principal

shall be made by way of credit through direct

credit/ NECS/ RTGS/ NEFT mechanism.

41. Loss Absorption:

(i) Permanent principal write-

down on PONV Trigger

Event

If a PONV Trigger Event (as described below)

occurs, the Issuer shall:

(i) notify the Trustee;

(ii) cancel any coupon which is accrued and

unpaid on the Bonds as on the write-down date;

and

(iii) without the need for the consent of

Bondholders or the Trustee, write down the

outstanding principal of the Bonds by such

amount as may be prescribed by RBI (“PONV

Write Down Amount”) and subject as is

otherwise required by the RBI at the relevant

time. The Issuer will affect a write-down within

thirty days of the PONV Write-Down Amount

being determined and agreed with the RBI.

A write-down may occur on more than one

occasion.

Once the principal of the Bonds have been

written down pursuant to PONV Trigger Event,

the PONV Write-Down Amount will not be

restored in any circumstances, including where

the PONV Trigger Event has ceased to continue.

If the Issuer is amalgamated with any other bank

pursuant to Section 44 A of the Banking

Regulation Act, 1949 (the BR Act) before the

Bonds have been written down, the Bonds will

become part of the Additional Tier 1 capital of

the new bank emerging after the merger. If the

Issuer is amalgamated with any other bank after

the Bonds have been written down pursuant to a

PONV Trigger Event, these cannot be reinstated

by the amalgamated bank. If the RBI or other

relevant authority decides to reconstitute the

Issuer or amalgamate the Issuer with any other

bank, pursuant to Section 45 of the BR Act, the

Issuer will be deemed as non-viable or

approaching non-viability and the PONV

Trigger Event will be activated. Accordingly,

the Bonds will be permanently written-down in

full prior to any reconstitution or amalgamation.

PONV Trigger Event, in respect of the Issuer

or its group, means the earlier of:

(i) a decision that a conversion or principal

write-down, without which the Issuer or its

group (as the case may be) would become non-

viable, is necessary, as determined by the RBI;

and

(ii) the decision to make a public sector

injection of capital, or equivalent support,

without which the Issuer or its group (as the case

may be) would have become non-viable, as

determined by the RBI;

However, any capital infusion by Government

of India into the Issuer as the promoter of the

Issuer in the normal course of business may not

be construed as a PONV trigger.

A write-down due to a PONV Trigger Event

shall occur prior to any public sector injection

of capital so that the capital provided by the

public sector is not diluted.

The Basel III Guidelines state that, for this

purpose, a non-viable bank will be a bank

which, owing to its financial and other

difficulties, may no longer remain a going

concern on its own in the opinion of the RBI

unless appropriate measures are taken to revive

its operations and thus, enable it to continue as

a going concern. The difficulties faced by a

bank should be such that these are likely to

result in financial losses and raising the

Common Equity Tier 1 Capital of the bank

should be considered as the most appropriate

way to prevent the bank from turning non-

viable. Such measures would include a

permanent write-off in combination with or

without other measures as considered

appropriate by the RBI.

A bank facing financial difficulties and

approaching a point of non-viability shall be

deemed to achieve viability if within a

reasonable time in the opinion of the RBI, it will

be able to come out of the present difficulties if

appropriate measures are taken to revive it. The

measures including a permanent write-off or

public sector injection of funds are likely to:

a. restore confidence of the depositors/

investors;

b. improve rating/ creditworthiness of the

bank and thereby improving its borrowing

capacity and liquidity and reduce cost of funds;

and

c. augment the resource base to fund

balance sheet growth in the case of fresh

injection of funds.

(ii) Temporary principal write-down on CET1 Trigger Event:

(a) Temporary write down If a CET1 Trigger Event (as described below)

occurs, the Issuer shall:

(i) notify the Trustee;

(ii) cancel any coupon which is accrued and

unpaid to as on the write-down date; and

(iii) without the need for the consent of

Bondholders or the Trustee, write down the

outstanding principal of the Bonds by such

amount as the Issuer may in its absolute

discretion decide and in no case such amount

shall be less than the amount required to

immediately return the Issuer‟s Common Equity

Tier 1 Ratio (as defined below) to above the

CET1 Trigger Event Threshold (as defined

below) (the “CET1 Write Down Amount”).

Notwithstanding the above, if the RBI has

agreed with the Issuer prior to the occurrence of

the relevant CET1 Trigger Event that a write-

down shall not occur because it is satisfied that

actions, circumstances or events have had, or

imminently will have, the effect of restoring the

Common Equity Tier 1 Ratio to a level above

the CET1 Trigger Event Threshold that the RBI

and the Issuer deem, in their absolute discretion,

to be adequate at such time, no CET1 Trigger

Event in relation thereto shall be deemed to have

occurred.

A Write-Down may occur on more than one

occasion and (if applicable) the Bonds may be

written down following one or more

Reinstatements pursuant to Condition 41(ii)(b)

(Reinstatement). Once the principal of a Bond

has been written down pursuant to this

Condition 41(ii)(a) (Temporary write down), it

may only be restored in accordance with

Condition 41(ii)(b) (Reinstatement).

If the Issuer is amalgamated with any other bank

pursuant to Section 44 A the BR Act before the

Bonds have been written down, the Bonds will

become part of the Additional Tier 1 capital of

the new bank emerging after the merger. If the

Issuer is amalgamated with any other bank after

the Bonds have been written down pursuant to a

CET1 Trigger Event, the amalgamated bank can

reinstate these instruments according to its

discretion. Further, if the Issuer is amalgamated

or acquired by another bank after being written

down pursuant to a CET1 Trigger Event and the

holders of equity shares get positive

compensation on such amalgamation or

acquisition, the holders of Bonds which have

been written down pursuant to a CET1 Trigger

Event will have to be appropriately

compensated.

CET1 Trigger Event means that the Issuer‟s or

its group‟s Common Equity Tier 1 Ratio is:

(i) if calculated at any time prior to March

31, 2019, at or below 5.5%; or

(ii) if calculated at any time from and

including March 31, 2019, at or below 6.125%,

(the “CET1 Trigger Event Threshold”);

Common Equity Tier 1 Ratio means the

Common Equity Tier 1 Capital (as defined and

calculated in accordance with the Basel III

Guidelines) of the Issuer or its group (as the case

may be) expressed as a percentage of the total

risk weighted assets (as defined and calculated

in accordance with the Basel III Guidelines) of

the Issuer or its group (as applicable);

The purpose of a write-down on occurrence of

the CET1 Trigger Event shall be to shore up the

capital level of the Issuer. If the Issuer or its

group breaches the CET1 Trigger Event

Threshold and equity is replenished through

write-down of the Bonds, such replenished

amount of equity will be excluded from the total

equity of the Issuer for the purpose of

determining the proportion of earnings to be

paid out as dividend in terms of rules laid down

for maintaining the capital conservation buffer

(as described in the Basel III Guidelines).

However, once the Issuer or its group (as the

case may be) has attained a total Common

Equity Tier 1 Ratio of 8% without counting the

replenished equity capital, from that point

onwards, the Issuer may include the replenished

equity capital for all purposes.

(b) Re-instatement Following a write-down pursuant to Condition

41(ii)(a) (Temporary write down), the

outstanding principal amount of the Bonds may

be increased up to a maximum of aggregate of

the CET1 Write Down Amounts (a

“Reinstatement”). Bonds may be subject to

more than one Reinstatement.

Subject to any further or alternative conditions

specified in the Basel III Guidelines from time

to time, any Reinstatement is subject to the

following conditions:

(i) a Reinstatement may only occur on or

after the first anniversary of the date on which

the Issuer first paid dividends to ordinary

shareholders following the most recent

occurrence of a CET1 Trigger Event;

(ii) the aggregate amount of any

Reinstatements on all Tier 1 loss absorbing

instruments in any 12-month period must not

exceed the lower of:

A. the Relevant Percentage of the Annual

Dividend; and

B. 25% of the Annual Dividend,

where: (I) “Annual Dividend” means the total

dividend declared in respect of the Issuer‟s

ordinary share capital during that 12-month

period; and (II) “Relevant Percentage” means

the ratio of (i) the Common Equity Tier 1

Capital (as defined and calculated in accordance

with the Basel III Guidelines) of the Issuer

created by all write-downs on outstanding Tier 1

loss absorbing instruments (“Write-Down

Generated CET1”) to (ii) total Common

Equity Tier 1 Capital (as defined and calculated

in accordance with the Basel III Guidelines) of

the Issuer minus Write-Down Generated CET1;

and

(iii) the aggregate amount of any

Reinstatements on all Tier 1 loss absorbing

instruments, plus the aggregate amount of any

coupon amounts paid on any Tier 1 loss

absorbing instruments, in any 12-month period

cannot exceed the maximum amount that the

Issuer can distribute pursuant to capital

conservation buffer restrictions contained in the

Basel III Guidelines.

The Issuer must give notice of any

Reinstatement to the Trustee at least 21 Business

Days prior to such Reinstatement.

42. Order of claim of AT 1

instruments at the event of

Gone concern situation

The order of claim of various types of

Regulatory capital instruments issued by the

Bank and that may be issued in future shall be

as under:

Additional Tier I debt instruments will be

superior to the claims of investors in equity

shares and perpetual non-cumulative preference

shares and subordinate to the claims of all

depositors and general creditors & subordinated

debt of the bank. However, write down / claim

of AT 1 debt instruments will be on pari-passu

basis amongst themselves irrespective of the

date of issue.

Perpetual non-cumulative preference shares will

be superior to the claims of Equity Shares

43. Transaction Documents The Issuer has executed/ shall execute the

documents including but not limited to the

following in connection with the issue:

(i) Letter appointing Trustees to the Bond

Holders.

(ii) Bond trustee agreement;

(iii) Bond trust deed

(iv) Rating agreement with Rating agency;

(v) Tripartite agreement between the Issuer,

Registrar and NSDL for issue of Bonds in

dematerialized form;

(vi) Tripartite agreement between the Issuer,

Registrar and CDSL for issue of Bonds in

dematerialized form;

(vii) Letter appointing Registrar and

agreement entered into between the Issuer and

the Registrar.

(viii) Listing Agreement with NSE & BSE.

44. Conditions precedent to

subscription of Bonds

The subscription from investors shall be

accepted for allocation and allotment by the

Issuer subject to the following:

(i) Rating letter(s) from the aforesaid rating

agencies not being more than one month old

from the issue opening date;

(ii) Letter from the Trustees conveying their

consent to act as Trustees for the

Bondholder(s);

(iii) Letter to NSE & BSE for seeking its In-

principle approval for listing and trading of

Bonds.

45. Conditions subsequent to

subscription of Bonds

The Issuer shall ensure that the following

documents are executed/ activities are

completed as per time frame mentioned

elsewhere in this Disclosure Document:

(i) Credit of demat account(s) of the

allottee(s) by number of Bonds allotted within 2

working days from the Deemed Date of

Allotment

(ii) Making listing application to NSE/BSE

within 10 days from the Deemed Date of

Allotment of Bonds and seeking listing

permission within 20 days from the Deemed

Date of Allotment of Bonds in pursuance of

SEBI Debt Regulations;

(In the event of a delay in listing of the Bonds

beyond 20 days of the Deemed Date of

Allotment, the Issuer will pay to the investor

penal interest of 1% per annum over the

Coupon Rate commencing on the expiry of 30

days from the Deemed Date of Allotment until

the listing of the Bonds.)

Besides, the Issuer shall perform all activities,

whether mandatory or otherwise, as mentioned

elsewhere in this Disclosure Document.

46. Business Day Convention Should any of the dates, other than the Coupon

Payment Date including the Deemed Date of

Allotment, Issuer Call Date, Tax Call Date or

Regulatory Call Date as defined in this

Information Memorandum, fall on day which is

not a business day, the immediately preceding

business day shall be considered as the

effective date. Should the Coupon Payment

Date, as defined in this Disclosure Document,

fall on day which is not a business day, the

immediately next business day shall be

considered as the effective date.

47. Re-capitalization Nothing contained in this term-sheet or in any

transaction documents shall hinder re-

capitalization by the Issuer

I. OTHER GENERAL TERMS

1. Eligible Investors a. Mutual Funds;

b. Public Financial Institutions as defined under

the Companies Act.

c. Scheduled Commercial Banks;

d. Insurance Companies;

e. Provident Funds, Gratuity Funds,

Superannuation Funds and Pension Funds;

f. Co-operative Banks;

g. Regional Rural Banks authorized to invest in

bonds/ debentures;

h. Companies and Bodies Corporate authorized

to invest in bonds/ debentures;

i. Trusts authorized to invest in bonds/

debentures; and

j. Statutory Corporations/ Undertakings

established by Central/ State legislature

authorized to invest in bonds/ debentures,

etc.

This Issue is restricted only to the above

investors. Prospective subscribers must make

their own independent evaluation and judgment

regarding their eligibility to invest in the issue.

2. Governing Law and

Jurisdiction

The Bonds are governed by and shall be

construed in accordance with the existing laws

of India. Any dispute arising thereof shall be

subject to the courts of Mumbai, Maharashtra.

3. Applicable RBI Guidelines The present issue of Bonds is being made in

pursuance of Master Circular on Basel III

capital regulations issued vide circular

DBOD.No. BP.BC. 6/21.06.201/ 2014-15 dated

July 1, 2014 and RBI/2014-15/201

DBOD.No.BP.BC.38/21.06.201/ 2014-15 dated

September 1, 2014, by the RBI covering criteria

for inclusion of debt capital instruments as

Additional Tier-I capital (Annex 4) and

minimum requirements to ensure loss

absorbency of additional Tier 1 instruments at

pre-specified trigger and of all non-equity

regulatory capital instruments at the PONV

(Annex 16) as amended or replaced from time

to time. In the case of any discrepancy or

inconsistency between the terms of the Bonds or

any other Transaction Document and the Basel

III Guidelines, the provisions of the Basel III

Guidelines shall prevail.

4. Prohibition on Purchase/

Funding of Bonds

Neither the Bank nor a related party over

which the Bank exercises control or significant

influence (as defined under relevant

Accounting Standards) shall purchase the

Bonds, nor shall the Bank directly or

indirectly fund the purchase of the Bonds.

The Bank shall also not grant advances against

the security of the Bonds issued by it.

5. Trustees SBICAP Trustee Company Ltd.

6. Registrar M/s.Karvy Computershare Pvt. Ltd.

Note: The Issuer reserves its sole and absolute right to modify (pre-pone/ post-pone/ cancel) the

above issue schedule without giving any reasons or prior notice. In such a case, appropriate

notice of cancellation/about the revised time schedule by the Issuer, will be notified in the

website of the Issuer. The Issuer also reserves the right to keep multiple Date(s) of Allotment at

its sole and absolute discretion without any notice. In case if the Issue Closing Date/ Pay in Dates

is/are changed (pre-poned/ post-poned), the Deemed Date of Allotment may also be changed

(pre-poned/ post-poned) by the Issuer at its sole and absolute discretion. Consequent to change

in Deemed Date of Allotment, the Coupon Payment Dates and/or Redemption Date may also be

changed at the sole and absolute discretion of the Issuer.

Annexure 5 Format for declaration

The following Declaration has to be submitted by the Merchant Banker along with the Technical Bid. NAME OF THE ASSIGNMENT: Acting as Arranger to 2014-15 AT1 Bond Issue (Series IV) of IDBI Bank Limited Declaration

a. We, (Name of Merchant Banker) hereby declare that We have made ourselves thoroughly conversant with market conditions regarding the issue of 2014-15 (Series-IV) Bond Issue of IDBI Bank to be opened for subscription, Structure of Bonds, Scope of assignment, firm commitment amount, Etc.

b. Our quotation is in total conformity with the Tender stipulation and We do not have any additional technical or commercial conditions.

c. We, (Name of Merchant Banker) undertake to arrange firm commitment amount of Rs.500 Crore (Rupees Five hundred Crore) and thereafter, in multiples of Rs.100 Crore as per the terms of the RFQ document.

d. We, (Name of Merchant Banker) undertake to not to form any Cartels which may curtail the competition and hinder transparency of the entire process.

e. We, (Name of Merchant Banker) accept all your terms and conditions mentioned in this RFQ document.

f. We, (Name of Merchant Banker) confirm that the details furnished by us in the RFQ documents are true and complete and are as per the Original documents.

g. We, (Name of Merchant Banker) undertake to produce the Original documents for verification / Records before appointment in case short-listed.

h. We, (Name of Merchant Banker) hereby declare that we have complied with / agree to comply with all the statutory formalities / guidelines / regulations / circulars issued by the Reserve Bank of India, Securities and Exchange Board of India (hereinafter referred to as “the Board”), Companies Act 2013 read with relevant Rules and other relevant statutory provisions applicable to this Bond Issue.

i. We, (Name of Merchant Banker) understand that nothing in this Agreement shall exempt the Bidder, its functionaries or other intermediaries associated with the issue, from responsibilities/ obligations to be complied with in connection with the existing Acts/ Laws etc. or as may be placed on them at future date by any Law/ Acts/ Rules/ Regulations/ Guidelines/ Directives/ Instructions by any competent authorities with the due sanction of Government and/or statutory body from time to time.

j. We, (Name of Merchant Banker) understand that the IDBI Bank has the sole

right to decide to extend or close the Bond Issue after completion of initial duration of Bond Issue and the Merchant Banker (s) / Arranger(s) cannot insist IDBI bank for extension of Bond Issue in case the targeted amount Committed are not mobilized .

k. We, (Name of Merchant Banker) solemnly undertake and declare that:

i. All information, documents, statements produced for any purpose related to the issue/offer document, are authentic & duly signed by the responsible authorized officer on the Company’s letterhead or under the seal of the Company.

ii. Aforementioned information/ document/ statement are complete in all respects; authentic, duly substantiated by facts on record, true and correct and the (Name of Merchant Banker) will be solely and fully responsible for such information so provided.

iii. Under no circumstances (Name of Merchant Banker) would give or withhold any information or statement or document that is likely to mislead the Bank.

iv. (Name of Merchant Banker) accept full responsibility for consequences, if any, for making a false statement, providing misleading information or withholding, concealing material facts which have a bearing on the issue.

l. Consequence of Breach:

(Name of Merchant Banker) Indemnifies and hold harmless, IDBI Bank and its officers, from any claims, actions proceedings, demands, liabilities, penalties, damages, judgment, losses and cost including fees and expenses arising out of or in connection with or in relation to the services rendered by the Arranger under this Agreement and shall reimburse IDBI Bank in connection with any litigation arising out of, in relation to the Issue of Bonds , which may arise due to the negligence, mis-statement, Ignorance, breach of terms of this Agreement by the Merchant Banker / Arranger.

Witness : For Arranger / Merchant Banker, (To the Arranger/Merchant Banker) Signature: Signature of Authorised Signatory Name : Name : Date : Date : Place : Place :