Private & Confidential – For Private Circulation Only

YES BANK LIMITED

(Registered Office: Nehru Centre, 9th Floor, Discovery of India Building, Dr. Annie Besant Road, Worli, Mumbai - 400 018.)

Tel: (91 22) 6669 9000; Fax: (91 22) 6669 9155; Contact Person: Sanjeev Kapoor; E mail: bondholders@yesbank.in; website: www.yesbank.in

(We were incorporated as a public limited company under the Companies Act, 1956 on November 21, 2003. On May 24, 2004, we obtained a license to carry on the business of a banking company in India from the Reserve Bank of India under Section 22(1) of the Banking Regulation Act, 1949.)

DISCLOSURE DOCUMENT Private Placement of Unsecured Upper Tier II Bonds in the nature of Promissory Notes aggregating to `̀̀̀ 100

Crore plus Green Shoe Option for inclusion as Tier II Capital ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Offer, which is material in the context of the Offer, that the information contained in this Disclosure Document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer is not required to file this document with SEBI/ROC as it is on private placement and not an Offer to the general Public. LISTING The Bonds are proposed to be listed on the Bombay Stock Exchange Limited

TRUSTEE TO THE BOND HOLDERS 2nd Floor - E, Axis House, Bombay Dyeing Mill Compound, Panduranga Budhkar Marg, Worli, Mumbai - 400 025 Tel: (022) 24252525 Fax: (022) 24254200 E-mail: neelesh.baheti@axistrustee.com

REGISTRAR TO THE ISSUE Link Intime India Private Ltd. C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (W), Mumbai 400 078 Tel.No.25963838 Fax: 25946969 Email: mumbai@linkintime.co.in Website: www.linkintime.co.in

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CREDIT RATING For Upper Tier II Bonds ICRA has assigned a ‘[ICRA]AA-’ (ICRA Double A minus) rating with a stable outlook to the Upper Tier-II Subordinated Bond Issue of the Bank of ` 600 Crore vide its letter dated October 10, 2012. This rating indicates high degree of safety regarding timely servicing of financial obligations. The rated instruments carries low credit risk. The text of the rating letter from ICRA is reproduced elsewhere in this Disclosure Document. CARE has assigned CARE AA- (Double A Minus) rating to the Upper Tier-II Subordinated Bond Issue of `600 Crore vide its letter dated October 10, 2012. Instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The text of the rating letter from CARE is reproduced elsewhere in this disclosure document. The rating is not a recommendation to buy, sell or hold the Bond and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agency has a right to suspend, withdraw the rating at any time on the basis of new information, etc.

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1. Name and address of the registered office of the Bank

YES BANK LIMITED Registered Office: Nehru Centre, 9th Floor, Discovery of India Building, Dr. Annie Besant Road, Worli, Mumbai 400 018

2. Name and addresses of the Directors of the Bank Sr. No.

Name Residential Address

1 Rana Kapoor – Managing Director and CEO

427 - 428, 27th Floor Pent House, SamudraMahal, South Wing, Dr A B Road, Worli, Mumbai – 400 018

2 S L Kapur

161 A/1, Western Avenue, Sainik Farms, New Delhi – 110 062.

3 Arun K Mago

E-7, Nizamuddin West, New Delhi – 110013

4 Radha Singh C-2/32, Tilak Lane New Delhi 110 011

5 Ajay Vohra

S -24 Windsor Court DLF City Phase IV Gurgaon (Haryana)

6 Lt General (Retd.) Mukesh Sabharwal

P3, 81 ATS Village Sector 93A Noida UP 201304

3. A brief summary of the business/activities of the Bank and its line of business PRESENT ACTIVITIES AND OPERATIONAL DETAILS OF THE BANK

BUSINESS OVERVIEW YES BANK launched Version 2.0 in April 2010, which indeed is the most stimulating phase of the Bank's lifecycle, and has successfully completed two years of Version 2.0 with a stellar financial performance. The Bank has further strengthened its platform to deliver on the key goals established for 2015. Further, with a rapidly expanding branch network, which is also achieving the desired vintage/maturity, the Bank is seeing the commencement of an inflection point in the liabilities base of its branch network. Being the fourth largest private sector Bank, the Bank aim to further build the franchise organically through counter cyclical strategies and proactive risk management, and are confident of achieving the destination vision for Version 2.0 of YES BANK. The Bank is relentlessly surging ahead with utmost dedication, passion and commitment, backed by a differentiated financial and business model to achieve robust and sustained growth. Over the last seven years (since inception in 2004), the Bank has leveraged on Creative Management Frameworks, Innovation and cutting-edge Technology, concurrently ensuring a Development Focus in its uncompromising pursuit to emerge as the Professionals' Bank of India. YES BANK has received significant Institutional recognitions, awards and accolades from Indian and International media houses, consulting organisations, think-tanks, etc. and the Bank truly believe that these are defining moments in the successful journey of the Bank, as it strives to achieve the stated ultimate vision and strategy of developing into the 'Best Quality Bank of the World in India' .

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CORPORATE & INSTITUTIONAL BANKING The Bank's Corporate & Institutional Banking (C&IB) division provides comprehensive financial and risk management solutions in the highly competitive market of large corporates with a turnover of generally more than ` 1,000 crore. The Bank's highly qualified professional relationship experts have built strong value based long term relationships with almost all large corporate houses in India. The Bank has mastered its Unique Selling Proposition, its Knowledge - Based Advisory and Service Delivery. The Bank follows the approach of offering the right industry specific products in a timely manner to the clients by thorough understanding of their business model, the market conditions they operate in and by tracking developments in their industry and market space. Such distinct approach has earned the Bank strong mutually beneficial relationships with clients in knowledge sectors like Healthcare & Pharmaceuticals, Media & Entertainment, Education among others. It is key to note that in pursuit of the most critical objective of YES BANK's Version 2.0 - “building a low-cost granular liability base”, C&IB is playing a major role in developing a strong CASA and deposit base. The Bank’s paradigm products like YES BANK's Unique “Employee Value Proposition” of providing consistent services at best-in-industry Savings Interest Rate to Salary Account customers, highly service oriented YES FIRST accounts along with highly competitive corporate deposit rates have helped C&IB build significant CASA and deposit base by utilizing its relationship potential with all major corporate houses in India. C&IB offers a comprehensive range of client focused Corporate Banking Services that includes Working Capital Finance, Term Loans, Specialized Corporate Finance Products, Trade & Transaction Banking Products, Cash Management Services, Treasury Services, Investment Banking Solutions & Liquidity Management Solutions to name a few. The Bank provides customised offerings to the specific requirements of the Bank’s clients after in-depth research and assessment. Strong credit quality being at the highest priority in the Bank, all offerings are made after rigorous analysis of the client's risk profile. The Bank provides industry specific financial solutions by creating tailor-made services through superior structuring to best suit client requirements, which helps lower entry barriers, strengthens business relationships, and ensures risk mitigation. The Bank has been successfully leveraging its technological expertise in creating state-of-the-art electronic platforms to provide well integrated solutions to corporates such as the robust integrated straight-through processing based payments/ collections proposition which has also aided in granular liability generation. The Bank is committed to continuous improvement in service quality, risk management and product portfolio through indigenous research, benchmarking with international standards and strong client orientation.

EMERGING CORPORATES BANKING (COMMERCIAL BANKING) Like in the past, Emerging Corporates Banking (ECB) strives to better its own performance benchmarks, with the customer being the focal point. Considering the customized servicing with this segment of companies – generally with the turnover ranging between ` 100 crore and ` 1,000 crore, the team creates and delivers on the expectations, of being a partner in achieving growth. In line with this approach and to be closer to the customer, ECB has expanded its ground presence, during the year, from 12 locations across the country to 17 locations. To further this, the Bank plans to be present in 24 locations during FY13. A CRM focused strategy, has been the core business development and management tool that ECB has been leveraging. To ensure maximization of knowledge management, the entire team in ECB has been structured on the lines of specific industries/knowledge verticals. This has not only helped the Bank in expediting the pace of business development within the industry, but has also enabled us to identify and execute better risk management practices, besides developing linked strategies for adjacent (or related) industry segments. The "Lifecycle Banking" philosophy has been instrumental in understanding the aspirations of the customers, and demonstrating the capability to influence sustainable growth and transformation in a large number of the Bank's customers, resulting in strong customer retention and loyalty along with a mutually enriching experience. With an aim to maximize capital efficiency, cross-sell has been integrated with the Bank's business development approach. Not only has this resulted in increasing capital efficiency, but also in increasing the number of touch points with the customer, leading to the generation of more business leads. The intense relationship with the top management and the promoters of the corporate/clientele in the process, has also led to strong referral-led business being originated. By constantly evolving innovative, sector-specific products and services, the Bank continues to provide thought leadership in key focus sectors like Food & Agribusiness, Life Sciences & Health Care, Media & Entertainment and Auto Ancillary. Each of these sectors have a significant multiplier effect in the

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domestic economy. ECB's Relationship Managers aim to deliver the highest standards in service to their customers by following a Money Doctor approach of diagnostic and prescriptive solutions, through a careful evaluation of client specific financial needs and providing customized solutions to them. These include structured products based on the customer's risk profile and growth requirements as well as general banking products and services like Working Capital, Term Funding, Liabilities, Investments, Insurance, Trade Finance, Cash Management and Treasury amongst others. ECB also offers a boutique of specialised services including Capital Markets, Corporate & M&A Advisory, Corporate Finance and Project Advisory and Finance in partnership with product groups to augment and suit the dynamic and varied requirements of the customers. MULTINATIONAL CORPORATES RELATIONSHIP MANAGEMENT As the Bank's clientele has grown, so has the requirement of the scope and breath of the services, products, and relationships to enable them to compete and thrive in a global environment. The Bank understands the financial needs of Multinational Companies, and their plans to increase their footprint in the Indian market. The Bank has leveraged the relationships to conclude key alliances with foreign banks and global institutions to scale up the revenue streams and product offerings. This has allowed us to develop an expertise in India's key foreign trade and investment corridors, and has enabled us to offer this expertise to both Indian and Multinational corporations through the business relationship teams, operating at a pan India level. The Multinational Corporations Relationship Management team has been institutionalized within the Bank to provide Knowledge Driven Banking solutions to MNCs present in India, as well as to those aspiring to enter India, as a strong HOST COUNTRY BANK. The Bank’s differentiated approach through Dedicated Knowledge Banking teams, Indian Market Expertise, World Class Banking solutions and Service Excellence, positions us favourably to become the “Preferred HOST COUNTRY BANK for MNCs”. GOVERNMENT RELATIONSHIP MANAGEMENT (GRM) The Government Relationship Management (GRM) team at the Bank understands the financial needs of the Central and State Government undertakings and agencies in their progress and development role towards a growing India through its Knowledge Banking approach. This is further facilitated through the Bank's Technology leadership delivering proven, easy-to-use solutions for Government Undertakings and Agencies. The Bank has provided financial and advisory services to Ministries of the Union Government, State Governments, Central & State Public Sector Undertakings (PSUs) and Agencies. The Bank remains committed to delivering innovative, structured and comprehensive solutions, and has accomplished several landmark transactions in this space with Maharatnas, Navratnas, Mini Ratnas and other Apex Institutions. In a short span of 6 years, the GRM group has developed robust relationships with over 500 entities across India. The GRM Group is committed to the core values of client origination, innovation and a superior service experience that exemplifies all businesses at the Bank. The Bank has also signed MOUs with the Indian Army & Navy to offer “YES Vijay” – A unique salary account proposition for Defense Personnel in September 2011 & January 2012 respectively. Under this program the benefits offered to the defense personnel are continued post retirement as well. This program has been well appreciated and is seeing a lot of traction at our end. RBI vide its circular dated January 31, 2012 has permitted Private Sector Banks to handle Government Businesses as Agency Banks which opens up great opportunity for the Bank in terms of collection of various taxes (direct & indirect) on behalf of the Central & the State governments as well as to act as a banker to various State & Central Government Ministries. This shall complement the banks efforts to build healthy CASA book over a period of time. BRANCH BANKING The Bank believes in providing a seamless banking experience embedded in the vision to become the 'Best Quality Bank of the World in India' to all its customers through its high quality, state-of the- art branch infrastructure backed by cutting-edge technology and a customer-centric approach. The Bank's branches are not only strategically located at premium high-street locations but also benchmarked with world class design standards to ensure smoother and convenient customer engagement. The Bank's branches are highly accessible and facilitate warmth, coherent communication and a consistent customer experience across all locations. The focus is not merely on facilitating transactions, but also on engaging, informing and involving customers in a personalized manner thereby providing incremental value to the customer experience at the branch. In fact, the Bank has been successful in ensuring that its branches have transcended to the next level of serving as

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Community Centres facilitating community engagement, rather than merely being touch points. Currently, the Bank's customers are being served through an extensive branch network, comprising 356 branches spread over 240 locations across India as well as over 600 ATMs. The Bank will continue to expand its branch presence in line with its vision of enabling financially efficient Inclusive Banking through its state of- the-art technology platform. While the Bank's branches have been designed to cater to all segments of customers under the 'One-Bank Model', Branch Banking - Liabilities & Wealth Management, Business Banking and Retail Banking – customers are the most frequent users of this world-class infrastructure. The three segments, as elaborated subsequently, together constitute the Branch Banking business. This relationship line is an area of high focus for the Bank and significant investments have been made to provide an exceptional experience to customers from each of these segments. Liabilities & Wealth Management The Bank has a well defined segmented strategy and focuses on 12 identified sunrise sectors. These sunrise sectors have huge potential of growth given the India growth story. The core objective of Branch Banking is to focus on these identified sectors and to generate granular Current Accounts & Savings Accounts (CASA) by focusing on emerging entrepreneurs and SME businesses, such as:

• Professional Services - CA Firms, Law Firms, Healthcare Firms, Consultancy Firms, Broking Firms, Educational Institutes,

• Trusts Associations Societies and Clubs (TASC)

• Travel and Tourism (Tour Operators) • Media & Entertainment & Lifestyle Firms

• Gems & Jewellery Firms • Retail Merchants

• IT / ITeS

• Logistics (Freight Forwarders) • Realty & Infrastructure

• Trade (Exporter /Importer) • Hospitality (Hotels / Restaurants)

• Food & Beverages The Bank has developed comprehensive and customized business solutions for all the identified focused segments and individual customers (Resident & Non-Resident) to address their Business and Wealth Management requirements. The Bank goes beyond the traditional realm of banking and delivers long term value through:

• Effective Relationship Management

• Customised Product Solutions

• Premium Touch Points – YES Touch • Equity Research, Investment Advisory and Wealth Management Services

a. Relationship Segments The Bank provides an extensive array of Branch Banking offerings to strengthen customer relationships. The Bank categorizes its relationship base of Branch Banking customers into three distinct groups based on the relationship size: YES Prosperity which provides value-added services to customers by offering them a combination of consistent service standards and expertise in wealth management. YES First which offers a combination of superlative service standards, expertise in wealth management and customized investment advisory solutions, and value-added services like convenience benefits, concierge solutions and premium lifestyle privileges to its High Networth Individual (HNI) customers. YES Private which offers personalized, confidential and tailor-made wealth management and financial solutions, including Structured Products, and additional services in the area of Private Equity, Art and Real Estate Advisory along with convenience benefits, concierge solutions and lifestyle services. YES Private is handled by Private Bankers in partnership with the Investment Advisory team and focuses on Wealth Generation, Preservation and Transmission for HNIs.

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Global Indian Banking encompasses the above three products with the unanimous objective of providing a consistent and service experience to the Non-Resident Indian customer, by presenting a comprehensive suite of basic banking facilities, online remittances, differentiated Wealth Management and Investments in alternate asset classes. b. Equity Research, Investment Advisory and Wealth Management Services The Bank follows an integrated approach towards providing complete 'Wealth Management Solutions', based on comprehensive Risk Profiling, Asset Allocation and Investment Monitoring Processes. These solutions are anchored on timely advise provided to customers in the form of regular performance updates and reports on product and market developments, based on their investment strategy. The Bank provides an impressive line-up of reputed third party products, including Investments (across mutual funds of 29 AMCs), Bancassurance (Life Insurance - Max New York Life Insurance, General Insurance - Bajaj Allianz General Insurance), Structured Products and Alternative Investments (Art Advisory, Structured Products and Realty Funds) to customers, thereby helping them attain a higher level of diversification in their investment portfolio. c. Premium Touch Points – Yes Touch The Bank fulfills its promise of 'Consistent Service Experience' by employing an array of customised solutions to meet all financial needs, combined with a world-class Branch ambience, convenience of Direct Access, an exemplary Service Culture and Knowledge Expertise. Customers of the Bank can avail of a 24x7, consistent superior service experience through various direct access touch points, branded as 'YES TOUCH'. The Bank strongly believes in the financially inclusive nature of technology, and is fully committed towards ensuring that the best-in-class technology platforms are leveraged to the fullest to extend superlative banking solutions to all customers in record time across various channels like Internet, Mobile, ATM and Phone using the latest technology. Customers can also access information on the Bank's products and services through a well-structured website at www.yesbank.in Industry Redefining Features Powering Customer Satisfaction To provide a consistent banking experience, the Bank has created and implemented several industry redefining features which have revolutionised the traditional banking experience in India by bringing the fastest, most efficient and convenient services to our valuable customers, right on their fingertips. These include:

• Single PIN access across all channels, including InternetBanking, ATM and Debit Card

• "Two Factor Authentication" security process where customers need to include a second transaction password, which is sent as an instant SMS on their mobile phone to complete fund transfers

• Online Real Time Gross Settlement (RTGS) and National Electronic Fund Transfer (NEFT) services available to customers to transfer funds to third party accounts in over 54,000 branches nationally

• Stop payment instructions for cheques, using the SMS facility on mobile phones

• Access to over 35,000 ATMs affiliated to MasterCard, National Financial Switch and Cash Tree networks in India and over 1.25 mn ATMs associated with MasterCard globally

• YES BANK international Debit Card waivers on petrol surcharge, zero lost card liability, unlimited free ATM transactions across partner networks, higher daily withdrawal and purchase limits

• Online Mutual Funds platform - 'MFONLINE', which enables customers to purchase and sell mutual funds at the click of a mouse

• Periodic research, analysis and market updates, well documented in a report format are provided to customers on the managed products segment. These reports, like the "Daily Fund Watch", provide valuable information on market trends and investment opportunities for customers and fund managers to optimise their portfolio returns

• YES BANK launched the YES FIRST MASTERCARD WORLD Debit Card, the most premium card category issued by MasterCard in India. Apart from the regular offerings, the card also enables premium benefits like complimentary access to airport lounges and select Golf courses in India

• YES TOUCH - Phone Banking integrates Voice, E-mail, Chat and Video in partnership with CISCO, Scansoft for speech recognition and Servion Global for system integration and implementation. This is the first and only implementation of a 24x7, speech enabled contact centre in the Banking, Financial Services & Insurance (BFSI) segment in Asia

• Centralised Customer Query Management System diligently tracks customer feedback and propels it towards a positive closure

• Wi-Fi and RFID-enabled 'Bank Branch of the Future' in New Delhi

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The Money Monitor - A personal finance aggregation tool on the Internet, launched in partnership with YODLEE, provides seamless information of the client's financial health by aggregating data from over 11,000 Financial and related sites across the world (including Accounts with other Banks, Credit Cards, Insurance policies, Reward & Mileage points, and Investments), thereby providing a single view across own and family accounts. The wide range of transactions that can be conducted online include:

• Real-time payments using RTGS and NEFT payment systems

• Requests for demand drafts, cheque books, cheque status, stop payments, purchase fixed deposits and TDS enquiry on fixed deposits amongst others

• Utility bill payments across India including the facility to make charitable contributions to various religious and NGO institutions

• E-standing instructions towards bill payments

• Facility to view and download account statements • Facility to view and initiate standing instructions

• E-mail alerts based on transaction thresholds and account activity • Integrated view across Corporate and Cash Management services (payments and collections)

• Differential bulk transactions along with file-level encryption for corporate clients

• Air-ticket reservations and e-shopping funded by direct debits • Real-time payments to various e-brokerage accounts

• Foreign exchange trading for corporate clients • Facility to request and view real-time balances and transaction information

BUSINESS BANKING The Bank supports Small and Emerging businesses which are the growth drivers of the growing economy through its dedicated Business Banking unit. Driven by Knowledge Banking and backed by a team of professionals, the Bank delivers a customised suite of products, services and resources to meet varied business requirements. The Business Banking unit caters to the unique banking requirements of Small & Medium Businesses in identified sectors generally with a turnover upto ` 100 crores. The Business Banking unit provides a complete suite of banking and advisory services to these small and emerging businesses, who are the driving force behind innovation, sustainable development and the economic growth. To actualize this strategy and improve the flow of credit to Micro & Small Enterprises, the Bank has also institutionalized a separate business sub vertical i.e. Small Business Banking, which focuses on entities with an annual turnover of up to ` 10 crores. The Bank caters to all the financial and service requirements of these SMEs across various product segments like Fund-based lending (Working Capital and Term financing), Cash Management (Collection Services and Payment Solutions) Direct Banking, Trade and Treasury services and Advisory through a strong branch network of 100 branches across significant SME clusters. The Bank aims at fostering growth, competitiveness and employment creation that are key to achieving sustainable economic growth. At the same time, greater focus on lending on MSME and Agri-linked businesses has also contributed towards fulfilling the Priority Sector Lending requirements of the Bank. The Bank attracts SME customers by:

• Offering a customised service proposition, tailor-made for high transactional volumes in the key businesses of Infrastructure/ Infrastructure Services, Food & AgriBusiness, Life sciences, Logistics, Education, Traders, Auto Ancillary, Electrical & Electronic Goods Manufacturers and other Engineering Products

• The Bank has housed the Supply Chain Business, Agri, MSME and other priority businesses within Business Banking and developed specialized credit underwriting expertise, including strong understanding of market practices (appraisal mechanism/ collateral cover/TATs etc.) to facilitate business development/ risk management within these segments

• Offering holistic banking solutions to customers through services of Business Banking Relationship Managers and Service Managers for all their banking needs (including business, wealth management and advisory) at the branch level

• Offering liability products like Cash Management Services (CMS),Payment Solutions, Net Banking, Phone Banking and Trade Services

RETAIL BANKING In line with the Version 2.0 key objective of Quality, Granularity and Profitability in Loans portfolio, eight Retail Asset Products were launched in FY 2011-12 viz Car Loans, Commercial Vehicle Loans, Inventory Finance, LAP, Personal Loans, LAS, Education Loans and Home Loans. We would be making sustained efforts for business

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acquisition, improved productivity / efficiency and scalability, to ensure that the Bank’s committed objectives are fully achieved. The Bank will be focusing to leverage its existing retail / corporate relationships, to provide a comprehensive range of financial services to the customers, and maximizing the customer profitability for the Bank. The key differentiators for retail customers are:

• Comprehensive banking solutions under one roof catering to all financial needs of retail customers • Need-based banking solutions made possible through a customized Relationship Management approach

at the branch level • Consistent and superior service delivery through operational experience and product innovation

• Proactive approach towards the financial requirement of retail customers • Cutting edge technology platform driving best-in-class customer service

Focus on the Retail asset segment would continue in FY2012- 2013, and the Bank would be launching more products to cater to the wider market segment. These products would include, Construction Equipment Loan, Tractor Finance, Hospitality, Education and Healthcare Equipment Finance, Two-wheeler Loans and Loan Against Gold. Indian Financial Institutions Relationship Management Indian Financial Institutions (IFI) group is the Bank's face to the key domestic financial institutions across the nation. The team is primarily engaged in offering banking solutions to Banks, Non-Banking Finance Companies, Housing Finance Companies, Insurance Companies, Mutual Funds, Financial Institutions, Co-operative and Regional Rural Banks (RRBs); and capital market participants including Stock Exchanges, Stock Brokers, Commodity Brokers, Private Equity Funds, Provident Funds, Primary Dealers and Depositories. IFI, as a team, has been engaged in product suites including Lending, Trade Finance, Treasury Services, Working Capital Finance, Cash Management & Transactional Services, Liquidity Management Solutions and other Corporate Finance Solutions. However, in line with the banks focus on increasing granularity in the Liability book, the team has been actively engaging with its clientele for effecting the CA-led-SA strategy. Apart from establishing counterparty limits for trade and treasury functions, the relationship with other Banks and Financial Institutions is also leveraged for syndication of loans for Wholesale and Commercial Banking customers, and to raise resources through refinancing existing loan portfolios. The team also initiates tie-ups with leading brokerage houses and NBFCs to offer various banking products to their end-customers. The IFI team has also been actively partnering with the Agricultural and Rural Banking (ARB) team to meet the Bank's priority sector targets. IFI also plays a key role in raising debt capital for the Bank in the form of Tier II Subordinated Bonds and Tier I Perpetual Bonds. During FY 2011-12, IFI successfully raised ` 150 crore of Perpetual Bonds and ` 864 crore of Lower Tier II Capital. The IFI team has now grown into a pan India group comprising of over 40 professionals spread over 15 key centers across the country. With its increased presence, this year witnessed significant expansion of IFI relationships across Insurance companies, mutual funds and the co-operative banks segment resulting in a significant increase in liability generation. This successful penetration of the co-operative banking segment was achieved due to the introduction of various new products for co-operative banks which in turn enabled them to offer the best products to their customers using the Bank's pioneering technological platforms. In line with the Bank's CA-led-SA strategy, the team also leveraged its relationships with its broking clientele by entering into country-wide tie-ups to offer banking services to the retail clientele of leading brokerage houses. In its constant endeavour to provide customized solutions catering to the dynamic needs of its customers, IFI has introduced several breakthrough products across its client segment. Key products include an electronic collections model for co-operative bank clients, integrated ATM solutions for co-operative banks and also a product suite for Qualified Foreign Investor domain for investments in Indian capital markets. International Banking The Bank was conceived with the dream of building the 'Best Quality Bank of the World in India' - a high- quality, knowledge driven institution with the highest levels of professional ethics, integrity and competencies. Keeping up with the tradition, the Bank has taken yet another leap by achieving institutional excellence in International Banking. With its roots firmly grounded in professional entrepreneurship, the Bank has created a far reaching network with almost 750 international banks, financial institutions and official bodies across the globe (part of the Bankers' Top 1000 world banks). YES-International Banking offers a complete suite of products including Debt, Trade Finance, Treasury Services, Investment Banking Solutions, Financial Advisory and Global Indian Banking to international customers of the Bank. These products are offered through partnerships and tie-ups with International Banks and Institutions in target geographies. Apart from active tie-ups with exchange

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houses in GCC countries, the International Banking team has also made inroads in the ASEAN belt for such tie-ups. These tie-ups have already resulted in a strong income stream in terms of FOREX / foreign exchange flows and

improvement in CASA profile. International Banking continues to raise large-ticket offshore borrowings for the Bank and negotiated overseas trade transactions for the Bank's eclectic clientele. The efforts put in by

International Banking in its philosophy to become the most preferred host country banker to its counterparts around the world has started yielding results. The Bank is ranked 557 in the Bankers' Top 1000 World Banks list, from the ranking of 890 last year, the second highest improvement of ranking for any bank. The Bank hosted the first International Banking conference, in association with The Financial Times, with resounding success. With over 1000 registered participants, this was a first event of its kind inviting banking/ finance professionals across the globe. This has immensely helped the Bank in improving the Brand Value and adding to its Relationship Capital. The Bank continued working with the Multilateral Agencies, some of which have expressed their commitment to the Bank by way of direct fund-based limits and customer transactions vis-à-vis External Commercial Borrowings. The International Banking team helped raise USD 75 million of Upper Tier-II debt from IFC, Washington DC. Overall the International Banking team strives to evolve best-in-class solutions for both, the Bank's customers who conduct business overseas, as well as the Bank's global customers such as:

• Foreign Banks with or without any presence in India

• Multilateral/Development Agencies and Institutions

• Private Equity Fund Houses with a focus on India • Investment/Merchant Banking Boutiques

• NBFCs registered in India and backed by Foreign banks PRODUCT CAPITAL The Bank has created a range of products to professionally service customers across differentiated market segments. The 'One-Bank-Model' approach built on a 3-Dimensional organisational structure of Relationship, Product and Knowledge enables greater cross-sell and up-sell of these products to customers. This approach enables the Bank to further augment its existing relationships by providing multiple engagement opportunities, and introducing customized products across the customer's growth lifecycle. FINANCIAL MARKETS Backed by experienced professionals, the Financial Markets Group at YES BANK offers a competitive and comprehensive line-up of financial market products and services to its clients. The Bank's Financial Markets (FM) business model provides effective Risk Management solutions relating to foreign currency and interest rate exposures of its corporate clients. FM proactively assists clients in creating a thorough awareness about the risks they face with respect to Capital Raising, Investments, Exports, Imports and any other market risks. The Financial Markets group offers a structure comprising of different business units to seamlessly cater to the specific client requirements. The Bank provides customised solutions to clients to hedge foreign currency and interest rate exposures through products such as Foreign Exchange Forwards, Options and Swaps. The client offerings are duly guided and supported by professionals comprising Economists and Research Analysts who provide the latest analysis for generating quality Risk Management ideas and solutions. The Bank has created a buoyant Debt Capital Markets (DCM) franchise with a deep rooted knowledge of the underlying market dynamics, coupled with strong distribution and structuring capabilities. Since inception, the DCM group has originated and efficiently executed over 300 transactions, across the product suite, for clients including Corporates, PSUs, Central and State Government entities and many NBFCs. YES Bank was ranked No. 1 by Prime Database in the 'Private Issuers Category' of the Arrangers tables and ranked No. 8 in the all issuers category for FY 2012. Further, YES Bank was ranked No. 7 by Bloomberg in the India Domestic Bonds underwriting league tables for FY 2012. Financial Markets also conduct proprietary trading to maximize earnings by optimal risk taking across key fixed income, equities and global foreign exchange markets. Additionally, the business unit is responsible for Balance Sheet Management, Liquidity Monitoring, Maintenance of Cash and Statutory Reserve requirements and day-to-day Fund Management of the Bank. Subordinated and hybrid debt capital for the Bank is also raised by the Financial Markets Group. The Bank continues to excel as reflected hereunder:

• ICRA (Moody's affiliate in India) has reaffirmed the Bank's A1+ rating for its ` 7,500 crore Certificate of Deposit programme. A1+ rating indicates the highest level of safety in the short-term.

• The Loan Syndications (LS) group provides comprehensive syndication and sell-down services to the valuable clients of the Bank. With its proven domestic and international credentials over the last 7 years, the group has successfully catered to clients' expectations, facilitated the Bank's portfolio churn and increased the non-interest income of the Bank.

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• The group's appraisal skills and sales capabilities are evident from the fact that it has successfully placed over ` 5,000 crore (~$1 billion) with over 20 banks and financial institutions, both domestic and international in the last calendar year. This has enabled the Bank to consistently maintain the 7th rank in the India Loans Mandated Arranger by Bloomberg and the 7th rank in the India ` denominated Book runner by Dealogic (a reputed international organization).

• The clientele involved pedigree players across the infrastructure, manufacturing and hospitality segments.

INVESTMENT BANKING The Bank continued its efforts in building and enhancing its franchise as the partner of choice to its large and mid-market corporate as well as financial sponsor clients in their M&A and capital raising initiatives. Overall, the year had more than its fair share of challenges such as the EU sovereign debt crisis, sluggish recovery in US, natural disaster in Japan as well as domestic headwinds like high inflation, limited availability of liquidity and policy inaction leading in significant reduction in business confidence and growth. This resulted in Indian corporates holding back their capital raising and acquisition plans for most part of this year. The equity and convertible paper markets have also been sluggish with limited capital issuance. Despite the challenging macro environment, the Investment Banking team successfully completed several significant transactions across a variety of products and added new clients, taking the tally of total completed transactions to over 115, since inception. The main highlight of the Investment Banking team's performance in FY12 continues to be the diversity in the nature of assignments completed which include M&A (sell-side and buy-side; domestic and cross-border, in-bound and outbound), successful retail bond issuances, private equity fund raising and market placements. These transactions span across growth sectors of the Indian economy, and also sectors like Real Estate which have been out of favour with banks and the investor community lately, demonstrating the exceptional deal making skills in the Bank's advisory practice. The performance of the team is reflected in the consistent ranking received by the Bank amongst the top deal makers across prestigious league tables every year. As a testimony to the Bank's strongest cross border M&A expertise, YES BANK has secured the 1 position at the Global M&A Advisor Awards held in New York on Oct 11, 2011 for the “Industrial Manufacturing / Distribution” Deal of the Year. This is the 3 consecutive year when the Bank has won the 1 position at the prestigious Global M&A Advisors forum. Some of the noteworthy transactions consummated during this fiscal year include:

• Exclusive Advisor to Hikma Pharmaceuticals Plc, a Jordan based LSE listed pharmaceutical company, for acquisition of a significant minority stake in Unimark Remedies Ltd., a leading Indian API manufacturer

• Exclusive Advisor to Indofil Industries Ltd., a leading Indian agri-chem company, for acquisition of Dow AgroSciences LLC's Mancozeb (fungicide) business in Europe

• Exclusive Advisors to Interlabels Industries Pvt. Ltd. and its promoters on divestment of their stake to Skanem, AS, a leading European labeling solutions provider

• Exclusive Advisor to DBM Geotechnics and Constructions Pvt. Ltd., a leading marine construction services company, for raising growth capital from funds managed by Jacob Ballas

• Exclusive Advisor to City Corporation Ltd for raising funds for development of a premium residential project in 'Amanora Park Town', Pune from IL&FS India Realty Fund II

• Exclusive Advisor to Ajmera Group for raising funds for development of 'Project Times Square', an A-grade commercial building in Mumbai, from Xander Finance

• Exclusive Advisor to DEG, development finance institution ofthe Federal Republic of Germany, on divestment of their holding in Jindal Poly Films Ltd.

• Exclusive Advisor to Finnfund, development finance institution of the government of Finland, on divestment of their holding in Andhra Pradesh Paper Mills Ltd.

• Sole India Advisor to Indian Energy Ltd. for sale of controlling stake

• Advisor to ING Group for investment by an HNI Group in ING's Life Insurance business in India • Manager to the Open Offer of Nirupam Energy Projects Pvt. Ltd. and Bharati Shipyard Ltd. to the

shareholders of Tebma Shipyards Ltd. • Manager to the Open Offer of Mahindra & Mahindra Ltd. To the shareholders of EPC Industries Ltd.

• Lead Manager to the Rights Issue of Arrow Textiles Ltd. • Manager to the Buyback offer of ABG Infralogistics Ltd Lead Manager to the Public Issue of Secured

Redeemable Non Convertible Debentures by Religare Finvest Ltd., where the total amount mobilized was ` 7,540 million

• Lead Manager to the Public Issue of Secured Non Convertible Debentures by Muthoot Finance Ltd., where the total amount mobilized was ` 6,930 million

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CORPORATE FINANCE The Bank continues to be a leader in the country's economic growth by leveraging its in-depth knowledge of the merging and core sectors with solutions that create long term value in the Corporate Finance domain. The Corporate Finance practice offers clients a combination of professional advisory and lending services along with customized structured financial products to meet the varied requirements in diverse sectors across infrastructure, education, health, hospitality and real estate. The team provides an "out of the box" solution driven approach to create win-win solutions for all stakeholders and helps clients obtain superior financial returns in a risk-mitigated manner due to substantial "Knowledge Arbitrage" over the market. Infrastructure Banking Group (IBG) For infrastructure lending, the Bank has a specialized Infrastructure Banking Group (IBG) with specialists for sector like Power & Renewable Energy, Oil & Gas, Telecom, EPC, Transportation, Logistics, Urban Infrastructure, Natural Resources and Manufacturing. Since inception, IBG has been a key pillar in the Corporate Finance practice. IBG offers client services spanning the entire spectrum from advisory to financial closure with a complete range of customized financial products throughout the entire project lifecycle. The complete Liabilities product suite delivered via robust technology platforms helps streamline client operations and serves to provide an edge to customers in these highly competitive sectors. Dedicated Relationship Teams aligned to the Infrastructure sector further strengthen the "Knowledge Banking" approach. This team comprises of relationship champions with significant domain experience, thereby making it easier to cater to the unique needs of the Infrastructure sector clients of the Bank. Within a short span of time, IBG has managed to forge formidable relationships with leading Infrastructure companies, along with the successful closure of many marquee tombstone deals in the roads, ports, power and urban infrastructure space. The Bank firmly believes that besides funding, the infrastructure sector also needs an enabling environment to facilitate the development and implementation of projects. The knowledge-driven approach in concurrence with renowned institutional tie-ups has led to a fusion of industry best practices providing vision to the sector. The Bank thus also works closely with private and government agencies on policy formation. Structured Finance Group The Bank has a dedicated Structured Finance Group that is qualified and experienced in providing financial structured products that are of commercial and strategic importance to the client. The group caters to the financing needs of clients not served by traditional banking products. This group leverages their strong regulatory, compliance and legal understanding to structure complex transactions both in domestic and foreign currency, thereby providing solutions to clients that help them achieve higher risk weighted returns. The team also provides structured solutions and funding to the emerging sectors namely sports, media and entertainment, thus setting a unique precedent in the Banking industry. The group provides end-to-end solutions by liasioning with the external/internal counsels, rating agencies and other stakeholders. The product specialization offered includes asset securitization, structured debt, mezzanine funding, overseas acquisition financing, equity/quasi equity products, lease rental discounting, pool buy-outs (both agriculture and non agriculture), microfinance/gold loan pool buy-outs and financing of receivables. Healthcare, Hospitality, Education And Urban Realty Group The Bank also houses a dedicated financing group for Urban Amenities, Commercial & Residential Realty, Healthcare Hospitality and Education comprising of specialists with extensive prior experience in these sunrise sectors which are positioned to be key growth drivers for the Indian economy. The Realty Banking Group is an important component of the Corporate Finance team, and offers the entire suite of services including project conceptualization, advisory, structuring, JV partner identification, and raising / arranging financing across diverse geographies. The Bank has identified Education as a key growth sector and has significant relationships with leading universities and institutions along with a unique customized solution offering to leverage opportunities in this segment. The group also offers a range of debt-linked products including construction finance, lease rental discounting and corporate debt along with the complete range of Liabilities products encompassing cash management, collections, payments, trade services and working capital offerings by leveraging our best-in-class technology to maximize operational efficiencies of the client. The Realty Banking practice also has a dedicated relationship team to focus on the overall banking requirements of its clients. This team comprises relationship experts with experience in these specialised focus sectors to provide exceptional services and solutions which cater to diverse requirements covering end to- end financial solutions for the Bank's clients. In the short period of time, since its inception, the group has managed to build a considerable portfolio by

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closing several significant transactions year after year. The practice has positioned the Bank as one of the select few financial institutions in the country with a track record of extensive credentials in these allied sectors; as an advisor, lender, arranger, project financer and equity placement advisor with transactions consummated across the value chain. TRANSACTION BANKING & LIABILITY MANAGEMENT The Transaction Banking and Liability Management Group at the Bank is a core Product Group catering to clientele across all business segments viz. Wholesale, Commercial and Retail. The specialized product domains under this group include Savings Accounts, Current Accounts, Cash Management Services, Trade Finance & Services and Capital Markets & Escrow Services. With sustained liability generation being the core focus of the Bank, the above mentioned product domains are the prime building blocks for client acquisition/ retention, and have resulted in substantial growth in the liability acquisition. The group has focused on integrating the financial supply chain of the corporate by addition of the value chain partners to the bank ecosystem and offering structured solutions with liability maximization as the core thought. YES BANK was the first Bank to leverage the Savings Rate deregulation announced by the Reserve Bank of India vide its monetary policy statement dated October 25, 2011 with a best-in-class Savings interest rate of 7% p.a. (above ` 100,000) for Resident and Non-Resident Indians with an above-the-line marketing support through print and television media. YES-Vijay, a customized salary proposition for Indian Armed Forces was also designed and MoUs signed for opening of Salary Accounts with Indian Army in September 2011 and Indian Navy in January 2012. These initiatives have been further supported by a concerted effort across the Bank to leverage the Wholesale Banking strength towards generating Retail Liabilities viz., Salary accounts. Current Account of the Liability Product Group addresses business requirements of Retail as well as Corporate customers. Retail customers are offered a bouquet of products and services with a capability to customize features to suit their business needs. 'Anywhere Banking' is offered at any YES BANK location at no additional cost to serve customers better. Cutting edge knowledge-based financial solutions through the Bank’s identified 12 focused segments, cater to the specific financial needs of businesses. A strong internal & external linkage has been institutionalized to mobilize granular deposits of branch offices/ plants/factories through our growing Branch network. Cash Management Services under the Transaction Banking Group offer value-added solutions for Working Capital Management of the corporate customer aimed at streamlining the domestic supply chain business flows by optimizing the payables and receivables cycles and providing superior liquidity management options. This domain provides structured Receivables and Payables Management solutions for managing the electronic inter-bank and intra-bank collections, physical collections of cash and cheques and recurring collections of post dated cheques and ECS debit mandates. The solutions are offered under a highly secure and robust Corporate Net Banking platform that caters to the corporate requirements of physical payments, bulk payments, electronic payments and ERP integration. The Bank has always been one of the pioneers in leveraging latest technology to deliver banking products and services addressing the diverse requirements of the corporate. The Bank has been recognized in the industry for being the forerunner in its participation in industry defining initiatives. The trade related requirement of the corporate customer is addressed by Trade Finance & Services, both on the domestic and international front, covering Import and Export services and the underlying financing structures like Letter of Credit, Bank Guarantees, Buyers Credit, Packing Credit, Export LC confirmation, Pre-shipment Credit, Post-shipment Credit and Open Account Remittances. Trade Finance also covers Channel Financing and Bill Discounting facilities for domestic corporate customers. The services include regulatory advisory on various transactions which attract FEMA, whether it's a Foreign Direct Investment in India, Investment outside India, import & export of goods or services and capital account or current account transactions. The Bank has been instrumental in providing credit facilities to corporate customers, with a key focus on those in environment friendly businesses. Overseas correspondents banking accounts like Vostro accounts, Asian Clearing Union (ACU) accounts are also managed by Trade Finance and Services. The Capital Markets & Escrow Services domain caters to a range of corporate customers' requirements of Bankers to Issue services for Initial Public Offers, Rights Issues and Qualified Institutional Placements. Additionally the domain offers Dividend/Interest Payout Services and Escrow Account Services for transactions including Open Offers, Sale Shares and Purchase, Lease Rental Discounting, Business Transfer Arrangements and Trust & Retention Account Arrangements. The Bank's ATM count has increased from 242 as on April 1, 2011 to 606 as on March 31, 2012, on account of strategic deployment to create Brand awareness and help the Bank in acquisition of Current Accounts and Savings Accounts. The Bank also has a strong Merchant Acquisition business focusing on key knowledge verticals in line with the Knowledge Banking strategy. The Bank has also been granted approval for handling government business by RBI and the Bank is in the process of seeking requisite approvals from the concerned Ministries/ State Governments for empanelment for handling their transaction business. The Bank has been awarded the prestigious Financial Insights Innovation Award (FIIA), 2012 for “Financial Supply Chain

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Integration” thereby strengthening the case for a technology savvy Bank. The Bank is also the recipient of “The Asian Banker Technology Implementation Awards” for 'Best Financial Supply Chain project' and 'Best Multi-channel Capability (Mobile Money Services)' in 2011 and “The Banker – Innovation in Banking Technology Awards 2011” for “Innovation in Cash and Treasury Technology” and “Innovative Commercial Project of the Year”. KNOWLEDGE CAPITAL The Bank has established key knowledge verticals across sunrise sectors of the Indian economy and leverages Knowledge Capital as one of the key differentiators to develop innovative solutions to reinforce long-term and sustainable partnerships with its stakeholders. Knowledge has been institutionalised as a key ingredient in all internal and external processes of the Bank. It helps to facilitate structuring of innovative, superior and sustainable financial solutions, based on efficient product delivery, industry benchmarked service levels and strong client orientation. Knowledge Banking The Bank focuses on developing in-depth knowledge of the future businesses of India such as Food and Agribusiness, Healthcare, Life Sciences, Media and Entertainment, Light Engineering, Telecommunications, Information Technology, Infrastructure and Retail amongst others. The Bank's in-depth knowledge of emerging sectors has enabled it to deliver efficient and customised banking solutions to these sunrise sectors thereby playing a significant part in driving the economic growth of the country. Food & Agribusiness Strategic Advisory & Research (FASAR) The Bank has established a Food & Agribusiness Strategic Advisory and Research (FASAR) division to provide professional, end-to-end advisory and financial solutions for stakeholders across the entire agricultural value chain. The FASAR team is driven by sector experts with relevant educational background and professional industry expertise. They provide sectoral knowledge on industry trends and enhance growth prospects in the Agribusiness sector. In the recent years, FASAR has been working with the private sector clients on some path breaking projects like developing Mega Food Parks, Modern Terminal Markets, Integrated Dairy Farms, Large Scale Farming Initiatives in Africa, Facilitation in establishing Food Processing Businesses, Development of Integrated Cold Chains, Supply Chain Management Initiatives, Evaluation of Overseas Plantations, Market Assessment Studies and entry strategies, Studies on Agri Value Chain etc. apart from providing policy advisory to various Union and State Government entities. These initiatives have made the Bank a much sought after advisory and research unit in the food and agribusiness sector. Through these efforts the Bank has achieved a key knowledge and thought leadership position amongst the stakeholders in this highly important sector of the Indian economy. Strategic Initiatives and Government Advisory(SIGA) Strategic Initiatives, Government & Advisory (SIGA) is a specialised division that manages the Bank's engagement with the Government and other key stakeholders in its efforts to support development and economic growth in India. The division offers strategic advisory services to achieve this objective drawing on expertise in key sunrise sectors such as Infrastructure (including Social Infrastructure), Agriculture, Tourism & Hospitality and e-Governance both within the team and across the Bank. The division has worked with the Government through policy advocacy, project advisory and development support particularly in attracting private sector investments for development through Public-Private Partnerships (PPP) in addition to enhancing Industry University relations, creation of Knowledge publications and addressing stakeholders at industry led events. SIGA has been successful in cementing the Bank's relationships with apex stakeholders, with a special emphasis on Central and State Governments and communicating the Bank's strategy and achievements to them. SIGA has achieved noteworthy success in getting the Bank empanelled with several Union & State Governments, agencies and Public Sector Enterprises as also the armed forces, to undertake banking business under their purview. In addition, the division has brought in some very successful international affiliations for the Bank and created strategic business opportunities as spin-offs. Notably, the SIGA division of the Bank has been appointed as 'Country Manager' for a 'first-of-its-kind' Sustainable Rural Development initiative. This project funded by the Scottish Government's International Development Fund is seeking to demonstrate on a pilot basis a scalable, replicable model of cooperative tourism that involves significant focus on organizing rural communities and capacity building. Through these efforts, the Bank has been able to contribute to the development of key sectors and also position its knowledge capabilities, sectoral expertise and capture the mindshare of niche stakeholders and thought-leaders,

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thus creating opportunities for other business groups. In addition, SIGA is working towards creating strategic opportunities for enhancement of business for the Branch Banking division of the Bank particularly to build the liabilities and CASA business through these efforts. SIGA has also successfully cemented strategic relationships with Industry Associations and Chambers through these knowledge driven efforts that has been a facilitator of the Bank's business. Further, the division has led the Bank's foray in working with the government on pilot initiatives to develop cashless payment ecosystems in partnership with the government by leveraging capabilities of technology, including mobile and card-based payments solutions. Responsible Banking The Bank aims to build the 'Best Quality Bank of the World in India' by adopting the triple bottom-line ethos – 'People, Planet and Profit' – thereby creating enduring value, competitive advantage and sustainability leadership. Through various innovative initiatives, the Bank reaches out to sunrise sectors, untapped markets and underserved sections of the society, engendering an inclusive and sustainable development. Responsible Banking at the Bank is divided into 2 broad categories: 1. Responsible Banking – in thought 2. Responsible Banking – in action The Responsible Banking in thought team is a strategic unit that undertakes sustainability research and development activities in order weave sustainability principles into the Bank’s long term business strategy and ensure triple bottom line accountability. The Responsible Banking in action division comprises strategic business units entrusted to address pertinent social and environmental development issues with financial solutions. These units include:

• Microfinance Institutions Group • Inclusive & Social Banking

• Agribusiness & Rural Banking • Sustainable Investment Banking

• Socially Responsible Investing

Sustainability Disclosures In line with the 'Green Initiative in Corporate Governance', instituted by the Ministry of Corporate Affairs (“MCA'), the Bank will continue to make an electronic copy of the Annual Report available through email, This initiative has already led to a significant decrease in the amount of paper being used by the Bank. In line with its vision to embrace the triple bottom-line approach, beginning from FY12, the Bank has taken a strategic decision to publicly disclose its social and environmental performance in addition to its finance performance in the form of a Sustainability Report, developed in accordance to the Global Reporting Initiative standards. The FY12 Sustainability Report is accordingly part of this Annual Report where you can access the progress of the Bank's Responsible Banking strategy Microfinance Affordable Housing Group The Bank is committed to Creating Equal Financial Opportunities, and Enabling Financial Inclusion. The Bank approaches microfinance by instituting specific transactions to position it as a new asset class, appealing to a broad range of investors and lenders, and expanding access to capital by bringing in the power of capital markets. The Bank achieves this primarily through a two-pronged strategy with intervention from the Microfinance and Affordable Housing Group (MIAG), and by providing the last mile connect by mainstreaming micro clients at the bottom-of-the-pyramid through the Inclusive and Social Banking team. Wholesale Micro Lending Through MIAG's product suite including term loans, loan syndications and rated capital market loan products (pool securitisation, bonds, commercial paper and loan assignments), the Bank aims to catalyse the growth of the Indian microfinance industry by increasing its access to a wider pool of investors and reducing costs of funds through a mix of lower cost of funds and transaction costs to enable scale up, thus ensuring provision of affordable, fairly priced and customised financial solutions to the bottom-of-the-pyramid. MIAG has done advocacy at various levels to support MFIs in the current stressful scenario. MIAG thus is the primary channel to create an enabling macro environment through engagements with stakeholders including MFIs, investors, rating agencies, policymakers, government agencies and the regulator where the group's activities indirectly affects the lives of 750,000 people. Housing is one of the key drivers that determine the quality of life of a household. Hence, access to affordable housing is critical in improving the lives of families. 'Affordable housing' or 'Microhousing' as a concept has developed in the last few years and several projects have been launched targeted at low-income group households. However, the most critical missing link is affordable mortgage for the low-income households.

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MIG will jointly work with the 'Inclusive and Social Banking' team of the Bank to roll out 'Micro-housing' as a new product and envisages supporting both the demand and supply side of the microhousing market. Inclusive & Social Banking In line with its Responsible Banking vision of mainstreaming sustainability within its core business operations and cognizant of the needs of 'The Next Billion' customers, YES BANK has launched a special division, Inclusive & Social Banking (ISB). The genesis of ISB dates back to December 2006 when the Bank launched YES SAMPANN, the first of-its-kind direct micro-finance initiative in technical collaboration with ACCION International. The mandate of ISB is to reach out to the un-banked and under-banked population (in urban and rural areas) by leveraging our branch network, technology edge and relationship capital in the Public, Private and Social sectors. Working with the guiding principle of Frugal Innovations for Financial Inclusion (FI4FI), ISB is continuously developing innovative business models and forging partnerships for seamless implementation of the same. ISB aims to create viable business models for providing comprehensive financial services to 'The Next Billion' customers in a commercially viable and sustainable manner. ISB is currently offering various financial services such as direct micro-credit, micro saving and micro insurance and remittance services across various geographical and socio-economic contexts and through a variety of partners. In rural areas, through the YES Livelihood Enhancement Action Program (YES LEAP), the bank is providing credit and saving facility to Self Help Group (SHG) through partner NGOs acting as Business Correspondents. In urban areas the focus is more on offering non-credit products through programs like YES MONEY - A Multichannel Domestic Remittance Service. Technology is leveraged to the maximum extent possible to reduce costs and operational risks. ISB is also mandated with implementation of the Bank's Financial Inclusion Plan (FIP) as approved by the Board and RBI. The Bank's radical approach of FI4FI received several national level accolades like:

• NASSCOM Social Innovation Honors 2012: Certificate of Appreciation

• SKOCH Financial Inclusion Awards 2012: Two projects were shortlisted in top 50 Financial Inclusion Projects of India

• IAMAI India Digital Awards 2012: YES Money project in partnership with Suvidhaa Infoserve was shortlisted for the final round

The FI4FI approach was also discussed and appreciated on various forums, the important ones include • FT–YES BANK International Banking Summit, jointly organized by the Bank in partnership with

Financial Times in Mumbai in November 2011. • International Conference on Challenges of Rural Marketing in 21st Century organized by IFEEL in

Lonavala in November 2011 • IBEX India 2011: International Trade Fair & Seminar on Banking Technologies, Equipment & Services

Organized by PDA at World Trade Centre, Mumbai in December 2011

• International Conference on Creativity & Innovations: Breaking the Barriers to Reach the Bottom-of-Pyramid organized by JK Business School in New Delhi in February 2012

• Featured in a book entitled “Jugaad Innovation: Think Frugal, Be Flexible, Generate Breakthrough Growth” by Navi Radjou, Jaideep Prabhu, Simone Ahuja of Cambridge Jude Business School

Agribusiness & Rural Banking (ARB) In its endeavour to provide end-to-end financial solutions to stakeholders across the entire agricultural value chain, the Bank has domiciled a specialized group viz., “Agribusiness and Rural Banking” within its Development and Sustainable Banking division. It houses a 35-member strong team with backgrounds across different sectors in the Food & Agribusiness (F&A) domain in addition to having a rich banking experience. This dual expertise gives them the advantage of understanding the client's business in greater depth and offering tailor-made solutions. This has resulted in putting the Bank in good stead in the F&A domain over the years. Despite its limited reach in terms of branch network in rural areas, the Bank has been able to consistently achieve its Priority Sector Lending (PSL) targets through certain innovative financial models. Several structured products such as structured farmer financing, vendor financing, dealer/ distributor financing, etc., have been evolved by the group in the past few years, which have not only contributed to the achievement of the Bank's PSL targets while minimizing delinquencies, but also won national and international recognition at various forums. In FY 11, the Bank had launched the Commodity Financing program wherein finance is extended against the agricultural produce stored by farmers etc., in accredited warehouses. The Bank has entered into strategic partnerships with National Collateral Management Services Limited (NCMSL), National Bulk Handling Corporation (NBHC), Shree Shubham Logistics Limited (SSLL) and Geo- Chem Laboratories Private Limited for the same. In line with the recommendations of the Nair Committee on Priority Sector Lending, the Bank would try to increase its reach to the Small & Marginal Farmers directly and also through linkages with its corporate clients in the F&A domain.

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Sustainable Investment Banking (SIB) SIB is the Bank's specialised investment advisory team under the aegis of the Bank's Investment Banking practice providing advisory for sustainable ventures. SIB's focus is on Alternate Energy & Environment sectors and Social Enterprises & Rural Advisory. The team is one of the few specialised Investment Banking practices actively involved in supporting the complete value chain of clean technology initiatives, covering:

i) Energy: generation, management, engineering and resources ii) Environment: water & waste water, waste management, engineering and services iii) Socially sustainable sectors: broadly defined as healthcare, education, livelihood creation, water and

sanitation, etc. Over the last few years, since its establishment, SIB has successfully positioned itself as a knowledge-based Advisory & Investment Banking practice. SIB has been active in securing and placing M&A and private equity fund raising transactions in segments covering Renewable energy Independent Power Producer (IPP), Renewable energy, equipment provider, Water infrastructure & services provider, Water conservation & management company, Waste management services, Energy efficiency & materials and Financial Inclusion covering the bottom-of-the-pyramid. In the cross border advisory space, SIB secured strategic seed-stage investment for an Australian company which had developed a patented solar technology that aimed to substantially reduce cost of solar energy generation. SIB was invited as a key speaker in various forums including Victorian Clean Tech Mission to India 2012, Mumbai (part of the Victorian Government's Super Trade Mission to India). Service and Technology Capital The Bank relies on exceptional Service and Technology to build the 'Best Quality Bank of the World in India'. Various mission critical back-end functions including key Business Processes, Quality Assurance, External & Internal Service Delivery Standards, Technology Architecture, Risk Management and Internal Audit as well as the Bank's high quality Human Capital function seamlessly to deliver a world-class banking experience. The Bank continuously integrates innovative information technologies and management programs to not only ensure efficient service delivery and human resource management, but also to significantly reduce consumption of critical resources, i.e. paper, electricity and water. Business Processes- Creating a Quality Organisation To deliver optimum results, the Bank has seamlessly extended its professional outlook across its business processes. The Bank envisions to become the 'Best Quality Bank of the World in India' by 2015. In recognition of the Bank's strategic intent, the Bank imbibes a culture of professional entrepreneurship where every employee plays an important role in the Bank's growth. The Bank incorporates highly professional practices into its business processes to generate added efficiencies and long-term growth. These processes ensure an effective maintenance mechanism through ongoing feedback as well as complaint resolution from employees as well as customers. Prudent internal and external audit policies, effective risk management systems and state-of-the-art technology platforms help in implementation of optimum business processes and are key to ensuring the Bank's core customer promise of providing a "Consistent Service Experience". Some key business processes initiatives implemented towards the same include:

• Two world-class National Operating Centres (NOC) based out of Mumbai and Gurgaon have been established with a focus on providing an immediate response to customer requests, as also to provide Business Continuity Planning. The NOCs house the centralised back office functions of various businesses including the YES TOUCH Contact Centre, which is located at NOC, Gurgaon.

• Adherence to Business Excellence frameworks and Quality practices such as Five S, Quality Circle, Six Sigma and ISO 9001 Standard. Back office operations at both the NOCs and 101 key branches are covered under the ISO 9001 (Quality Management System) certification. The Bank's Complaints Handling systems are certified for ISO 10002, as also ISO 27001 with regards to Information security.

• Business processes are supported by best-in-class business solutions and superior information technology platforms - with a view to optimise productivity (based on Time and Motion & Time and Material studies).

• Evaluation of all critical quality parameters, including an End-to-End (e2e) review/analysis of all critical business processes.

• The Bank is committed to building a culture of Quality & Innovation. Steps taken in this direction include benchmarking against the best-in-class, identification and implementation of Best and Next Innovative Practices, with a view to enhance Customer Experience.

• Framework for measurement of Customer Experience – with a view to ensure that customer feedback across each touchpoint (including customer complaint registers, customer satisfaction surveys, telephonic surveys and employee feedback) is collected, analysed and actioned upon in a time bound and consistent manner.

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• Leveraging Social Media as a new channel for Customer Service to address queries / complaints, receive feedback, garner inputs on service (VOC), and share relevant content about products & services, brand building and press releases.

• The Customer Query Management System (CQMS) is used as the single touch point for logging, handling, escalating and resolving customer grievances.

• The Query Resolution Unit (QRU) formed as a part of the YES TOUCH Phone Banking Service, ensures effective follow-up and resolution of customer queries and complaints.

• Adherence to Banking Codes and Standards Board of India (BCSBI), Goiporia Committee recommendations and the Committee on Procedures and Performance Audit of Public Services (CPPAPS) guidelines.

Embedding a Continuous Improvement Approach Quality Assurance and the Service Delivery Unit provide a framework, through which the Bank imbibes a culture of continuous improvement. The Quality Policy at the Bank states - "YES BANK will strive to ensure a consistent superior Service Experience through Operational Excellence, Innovation, Cutting-edge Technology and Best-in-class Systems and Processes in its mission to become the Best Quality Bank of the World in India by 2015". The Service Quality Strategy The Bank has a three-pronged structure to bolster customer service – Customer Experience, Innovation and Quality Assurance Units. The Customer Experience unit captures the Voice of the Customer (VOC), and assesses performance on key Service Drivers. The Innovation initiatives are managed through the Innovation Centre which acts as a clearing house for ideas to help their Bank implement Next Practices across products, services and channels. The Quality Assurance unit draws upon quality methodologies practised by world-class organisations in building institutional excellence. Specific Quality Goals have been classified into the categories of "Process Management" and "External & Internal Service Delivery", in line with the Bank's Quality Policy and Quality Objectives. Quality improvement drives like Workforce suggestion schemes, Lean Six Sigma, Quality Circles, Five S, ISO9001 & ISO 10002 are being driven across business units of the Bank as well as branches. Process Management (PM) aims to continually monitor current processes, benchmark them against competition, incorporate best practices, knowledge dissemination and introduce robust mechanisms for process improvements, while identifying wastages to drive effective waste management and cost control. PM uses quality tools to facilitate ease of execution of transactions, through automation of manual processes and ensures adequacy and effectiveness of training for employees. External & Internal Service Delivery i.e. Customer Satisfaction level at the Bank is measured using Dashboards, Voice of the Customer (VOC), Branch Service Committee Meetings and Sigma Score Cards. These initiatives not only help build mutually beneficial customer relationships, but also ensure stringent Service Level Agreements (SLAs) with relevant Operations Units across the Bank. Additionally, it provides an efficient MIS support platform for effective decision-making at the management level. The Bank's external service delivery is a manifestation of the internal service principles instituted within the Bank, that seek to align and influence the organisational behaviour of the Bank's Human Capital towards delivering on the stated service value proposition of providing customers with a - consistent superior Service Experience'. The YES SERVICE Programme - an Internal Service proposition is disseminated through a well-defined and ongoing Service Marketing programme and measured through Mystery Shopping, On-Job Monitoring and in Branch Executive Leadership Team (BELT) programmes held periodically across key branches nationally. Within a short period, the Bank has several achievements to its credit. To highlight a few: The Bank has been awarded the 'IMC RBNQ Performance Excellence Trophy' - Services Category, at the IMC Ramkrishna Bajaj National Quality (IMC RBNQ) Awards, 2010. The Bank was the only Bank to be awarded the IMC RBNQ Certificate of Merit. The IMC RBNQ award, based on the Malcolm Baldrige Business Excellence Framework, USA, is one of the most prestigious Awards in India, in the realm of Business Excellence (Leadership, Strategic Planning, Customer & Market Focus, Measurement, Analysis & Knowledge Management, Workforce Focus, Process Management and Results). Qimpro Awards l BestPrax Award for Innovation in the Service Sector at the Qimpro Convention 2010, for its nomination titled “Focused Information Based Service Delivery”. This is the second consecutive year for the Bank to receive this award for innovation. l 'BestPrax Compass' award as part of the BestPrax Benchmark Competition 2010, for its “Knowledge Banking” practice. The Bank was the only organization selected in the Services Sector. The Bank has been accredited with ISO 9001:2008 certification from BVQI for its back office operations & 101 branches across India to deliver consistent service by ensuring process standardization. The Bank has received certification for its “Customer Service - Complaints Management System (ISO 10002:2004)”. The Bank is the first Indian Bank and the third one globally in the banking Industry to achieve this certification, as per British Standard's Institution (BSI) as on August 25, 2010. ISO 10002 provides a standard on the process of handling complaints related to products & services within the Bank.

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The Bank has deployed 'Five S' across 137 branches, back office operations & support functions. This simple yet extremely powerful technique, has not only helped in building workplace efficiency but also helped to get engagement of teams on local improvements and waste reduction initiatives. The Bank has Implemented 166 'Quality Circles' for customer service & process improvement across branches and back office operations to solve work-area problems. 'Quality Circles' are groups of employees who meet together on a regular basis to identify, define, analyze and solve work related problems using the seven basic QC tools. 'Quality Circle' is one of the employee participation methods aimed at development of skills, capabilities, confidence and creativity of the workforce through cumulative process of education, training, work experience and participation. The Bank has created a Knowledge Pool of Six Sigma/Lean Change Agents and Elementary Problem Solving Agents. To build a culture of improvement, the Bank has been undertaking several Improvement Projects both strategic and tactical in nature. The former is targeted towards projects that impact the strategic business objectives. The latter are tactical improvements that are carried out by teams on the shop-floor. Processes have well defined metrics and performance is tracked through dashboards on an ongoing basis. The leadership of each business unit continuously reviews the existing processes, initiates improvements and works towards instilling process thinking among the workforce. INFORMATION TECHNOLOGY The Bank has adopted innovative modern technology and best-in- class international banking practices with respect to governance frameworks/to ensure that it renders the highest standards of service quality and operational excellence to its customers. As a new generation Bank, the Bank has deployed “Technology” as a Strategic Business enabler – to build a distinct competitive advantage and to achieve superior and consistent standards of Customer Service. The technolog architecture and the innovative IT Outsourcing structure has enabled the Bank to achieve high standards of Customer Service at comparatively lower cost structures. Innovations like Money Monitor, Mobile Money Services, dual factor authentication, one view of customer relationship, and most advanced voice enabled IVR helps the products and sales teams to offer superior products and services. The Bank's Technology team focuses on enabling innovative, timely, effective and efficient solutions to make the Bank the 'Best Quality Bank of the World in India'. The values are: Achieve customer delight through service excellence and futuristic solutions Build a motivated, lean and high performance team Build a culture of risk appreciation, transparency and cost consciousness Be proactively aligned with business and organisational needs The Bank continues to strengthen its strategic partnerships with some of the best known IT majors globally, to develop innovative system features in order to improve process efficiencies and create sector-specific banking solutions. Additionally, the development of a robust Business Continuity plan in the Bank addresses risks and secures systems that are vital to business operations. In the current fiscal, the following initiatives were undertaken: 1. The Bank developed a 'Customer Profitability System' on our award winning Business Intelligence platform that provides our sales teams, online access to customer profitability. This platform is a key differentiator viz. regular market offering and focuses on providing the right information to the right people at the right time via interactive dashboards. 2. Leveraging our Business Process Management platform, the Bank rapidly rolled out innovative solutions like host-to-host integration and a cash collection system benefiting our corporate customers on one hand and generating quick liabilities for the Bank on the other. It has also helped in automation of numerous processes, especially, in domain of cash management, accounts payable, and financial supply chain management. 3. The Bank entered into a partnership with Prizm Payment Services Pvt. Ltd. for its ATM outsourcing in line with its strategy to partner with best-in-class service providers. This move has given the Bank a substantial cost advantage viz. ATM management on one side, and the ability to scale up much faster at the other end. 4. With an aim to make the Bank paper-free and to streamline the operations, the Bank has embarked on the implementation of a document management system. This is a key ingredient to our GO-GREEN initiative that we drive as part of our Responsible Banking philosophy. 5. The Bank has started Virtualising its servers and implementing the Unified Communication Cloud solution to reduce communication related costs, improve staff mobility and optimize network bandwidth. The Bank is also evaluating cutting-edge technologies like Desktop Virtualization and Social Media to invest in the best-in-class IT systems and practices, and in order to ensure that its technology platform becomes a Strategic Business tool for building a Competitive Advantage. 6. The Bank is leveraging IT as a cost differentiator four Financial Inclusion business – the entire gamut of branch connectivity, operational connectivity and product adaptability. Our Mobile Banking strategy will involve technology creativity for Banking as well as m-Commerce transactions for both MBA (Mobile Banking Application) and SVA (Stored Value Application) related technologies.

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Achievements 1. The Bank got the most coveted award by “The Banker - Innovation in Banking Technology Awards 2011” for 'Innovation in Cash & Treasury Technology' and 'Most Innovative Commercial Banking Project of the Year'. 2.The Bank has been awarded the Information Week Diamond Edge Award for the Implementation of the “Insights 2 Engage“ project. 3. The Bank also garnered a Special citation award by CSI 2011 - Award for Excellence in IT for Innovation (Insights 2 Engage). 4. The Bank has been awarded the “Financial Insights Innovation Awards 2012” for “Innovation in Payments (Financial Supply Chain Integration)" award. 5. The Bank was selected as the CELENT MODEL BANK for two initiatives-Insights 2 Engage & IT Governance Risk &Compliance implementation.

4. A brief history of the issuer since its incorporation giving details of its activities including any

reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any

History YES Bank was incorporated as a Public Limited Company on November 21, 2003. YES Bank obtained its certificate of Commencement of business on January 21, 2004. Subsequently, in March 2004, the Bank achieved the mobilisation of the initial minimum paid up capital of Rs 2000 million. Further, the Promoters by their letter dated March 29, 2004 made a final application for a banking licence under Section 22(1) of the Banking Regulation Act, 1949 providing complete details of the capital structure, the composition of Board of Directors, the proposed human resources, information technology, premises and legal policies ad the business and financial plan of the Bank. RBI by their letter dated May 24, 2004, under Section 22(1) of the banking Regulation Act, 1949, granted us the licence to commence banking operations in India on certain terms and conditions. Further, RBI by their letter dated September 2, 2004, included the Bank in the second schedule of the RBI Act, 1934 with effect from August 21, 2004 and a corresponding notification was published in the Official Gazettee of India (PART III – Section 4) on August 16, 2004. Key Highlights and Milestones

Nov '03 Incorporation of YES BANK Limited

Mar '04 Capital infusion by promoters and key investors

May '04 RBI license to commence banking business

Aug '04 First branch at Mumbai & inclusion in second schedule of the RBI Act

Aug '04 Launch of Corporate & Business banking

Sept '04 Launch of Financial Markets business

Oct '04 Launch of Transaction Banking business

Dec '04 First quarter of operating profits

Feb '05 ISO 9001:2000 certification for back office operations

Mar '05 First quarter of net profit

June '05 Maiden public offering of equity shares by the Bank

Nov '05 Rana Kapoor, MD & CEO adjudged Start-up Entrepreneur of the Year at the E & Y Entrepreneur Awards 2005

Mar '06 FY2006 - First full year of commercial operations; Profit of INR 553 million, ROA 2%

Sept '06 Foreign currency loan agreement with Wachovia Bank, N.A.

Oct '06 Raised ` 1.8 billion of long -term subordinated Tier II debt

Dec ‘06 Ranked No. 3 in the Businessworld survey of India's Best Listed Banks, including public and private banks

Dec '06 Launch of YES MICROFINANCE INDIA, in partnership with ACCION International, U.S.A.

Dec ’06 Successfully completed the equity transaction of ` 120 crore with Swiss Reinsurance Company, Zurich

Mar’07 Received the Euromoney – Trade Finance ‘Deal of the Year’ award for structured and innovative rural financing

Mar’07 Ranked No. 2 among New Private Sector Banks in the Financial Express survey of India’s Best Banks for 2006

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Mar’07 Raised ` 1.98 billion of Upper Tier II capital

Mar’07 FY2007 profits at ` 944 million

Aug’07 Launch of YES-International Banking

Aug’07 Rana Kapoor – Founder/MD & CEO won the CEO with HR orientation Award at the Times Ascent HR Excellence Awards

Sep’07 Selected as a Founding Member of the Community of Global Growth Companies at the World Economic Forum, Geneva

Sep’07 Received licenses to open 57 new branches nationally and 125 offsite ATMs in Mumbai & NCR making the total licensed network to 117 branches and 200 offsite ATMs

Dec’07 Rana Kapoor, Founder/MD & CEO awarded the ‘PHDCCI Distinguished Entrepreneurship Award 2007’ at the PHDCCI Annual Awards for Excellence 2007

Dec’07 Won the ‘Best CSR Practice Award 2007’ at the Social and Corporate Governance Awards 2007 – BSE/NASSCOM

Dec’07 Won the ‘IT People Award 2007’ for Innovation in Banking Sector at the IT-People Awards for Excellence in Information Technology

Jan’08 60 operational branches across 52 locations nationally and 75 offsite ATMs in Mumbai and NCR

Feb’08 YES BANK was awarded the ‘Financial Insights Innovation Award’ (FIIA) for the Most Innovative e-Payments Solution in Asia

Feb’08 YES BANK has been ranked ‘SECOND among Medium Size Banks’ and the ‘Fastest Growing Bank’ in its category, at the Business Today – KPMG Survey of India’s Best Banks of 2007.

Feb’08 YES BANK received the ‘Global HR Excellence Award’ and the Employer Branding Award for Continuous Innovation in HR Strategy in February 2008 from

June‘08 Awarded the ‘Emerging Markets Sustainable Bank of the Year’ Award at the Financial Times/IFC, Washington Sustainable Banking Awards

June‘08 Raised ` 3640 million (USD 85 million) in a combination of Upper Tier II Subordinated Debt and Hybrid Tier I Capital from Rabobank

June‘08 Launch of YES COMMUNITY, a Responsible Banking initiative across retail branches nationally.

Aug’08 Launched YES TOUCH Phone Banking Services in collaboration with CISCO

Sep ‘08 Ranked No.3 in the All Asian Securitized Bonds League (Ex Japan Ex-Australia) conducted by Thomson Reuters

Sep ‘08 Launched Money Monitor – an innovative online aggregation service, powered by Yodlee

Dec ‘08 Strategic alliance with Mashreq Bank to open Indian Rupee saving account and fixed deposits, and participate in the signature YES First Wealth Management Programme

Dec ‘08 Ranked No. 8in the Thomson Financial’s Top Lead Manager of Indian Rupee Bonds for the period January 2008 December 2008

Mar ‘09 Raised Hybrid Tier I Capital of ` 154 Crore

Apr ‘09 Recognized among the World’s 25 ‘Unsung Innovative Companies by Business Week magazine.

July ‘09 Enters into Strategic alliance with First Data Corp for convenience ATMs

July ‘09 Successfully initiated Business Today – YES BANK SME Survey & Awards 2009

Sep’ 09 Strategic Agreement with PROPARCO to raise USD 20 Million (` 93 Crore) Subordinated Debt

Sep’ 09 Launched a customized online solution for the travel and tourism sector at the 58th Annual Travel Congress in Dubai organized by the Travel Agents Association of India

Oct’ 09 Entered into a loan agreement with DEG – Deutsche Investitions – und EntwicklungsgesellschaftmbH (DEG) to borrow a 5 year loan of EUR 29 million

Oct’ 09 Launched YES FIRST for women, a premium wealth management product offering aimed at providing superlative financial solutions and exclusive privileges to HNI women

Jan’10 Raised ` 300 Crore of Subordinated Lower Tier II Debt

Jan’10 Raised ` 1033.87 Crores through a QIP

Feb’10 Launched first-of-its-kind Mobile Money Services powered by Nokia in Barcelona

Feb’10 Strategic partnership with Cordys to augment Business Process Management

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Mar’ 10 Launched YES BANK – Business world Transformation Series 2010

Mar’ 10 Launched YES BANK – Business world Young Entrepreneur Awards 2010

Apr’ 10 Board recommends maiden Dividend of 15%

Apr’ 10 Launch of Version 2.0 – YES BANK’s Next Phase of Growth

Apr’ 10 Launched the Business Today – YES BANK Best CFO Awards

Jun’10 Launch of YES BANK’s North East India & West Bengal Operations by the Hon’ble Union Finance Minister, Shri Pranab Mukherjee

Aug’10 Raised ` 440 Crore Upper Tier II Subordinated debt subscription from LIC

Aug’10 Raised ` 225 Crore of Perpetual Tier I Capital

Nov’10 Received Baa3 maiden International Investment Grade Rating by Moody’s

Apr’11 Announcement of dividend at 25%

Jun’11 Received “Sustainable Bank of the Year (Asia/Pacific)” Award at FT/IFC Sustainable Finance Awards 2011, London

July’11 Raised ` 321.5 Crore Lower Tier II Subordinated debt

Sep’11 Launch of YES BANK - National CFO Forum

Oct’11 Raised ` 243 Crore Lower Tier II Subordinated debt

Nov’11 Launched the 1st FT-YES BANK International Banking Summit 2011 – taking Indian Banking to the World

Dec’11 Hiked Savings Deposit Rate to 7%p.a. and NRE Fixed Deposit Rates to a peak of 9.6%p.a.

Mar’12 Raised ` 150 Crore Tier I Perpetual debt

Mar’12 Raised ` 300 Crore Lower Tier II Subordinated debt

Mar’12 Raised USD 75 million in Upper Tier II Subordinated Debt from IFC

Apr 2012 Recommends of Dividend at 40%

Jun’ 2011 Received “Sustainable Bank of the Year(Asia/Pacific)” Award at the FT/IFC Sustainable Finance Awards, London 2012 , second year in a row

Jun, 2012 Raised ` 140 Crore Tier I Perpetual debt

Jun’ 2012 Raised ` 60 Crore Upper Tier I Subordinated debt

Aug’ 2012 Raised ` 300 Crore Lower Tier I Subordinated debt

Sep’ 2012 Raised ` 300 Crore Lower Tier I Subordinated debt

Sep’ 2012 Raised ` 200 Crore Upper Tier II Subordinated debt

Oct’ 2012 Raised ` 200 Crore Lower Tier II Subordinated debt

CAPITAL STRUCTURE as on June 30, 2012

(` in Crore)

Authorised 600,000,000 Equity Shares of ` 10 each

600.00

Issued, Subscribed and Paid Up Equity Share Capital 35,39,55,964 Equity Shares of ` 10 each *

353.95

Reserve and Surplus including Share Premium 4,624.46

Deposits 50,208.09

Borrowings 17,404.58

Total Deposits and Borrowings 67,612.67

• The Bank has allotted 921,300 equity shares on July 6, 2012, 4,85,435 equity shares on August 9, 2012, 7,48,175 shares on September 7, 2012 and 5,36,825 equity shares on October 12, 2012 to employees under various ESOP schemes. The paid up capital of the Bank as on October 12, 2012 is ` 3,56,64,76,990/- divided into 35,66,47,699 equity shares of ` 10/- each.

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Share Capital History

Date of allotment No. of Equity (issued, subscribed and paid up]

Face Value Cumulative total no. of shares

November 21, 2003 50000 10 50000

March 10, 2004 193950000 10 194000000

March 31, 2004 6000000 10 200000000

July 5,2005 70000000 @ 10 270000000

December 22, 2006 10000000# 10 280000000

December 7, 2007 14700000# 10 294700000

January 25, 2008 9,74,400* 10 295674400

February 29, 2008 115350* 10 295789750

April 29, 2008 302500* 10 296092250

June 24, 2008 639200* 10 296731450

September 8, 2008 247480* 10 296978930

June 20, 2009 102000* 10 297080930

September 29, 2009 1089420* 10 298170350

October 9, 2009 1186200* 10 299356550

November 6, 2009 285610* 10 299642160

December 22, 2009 623956* 10 300266116

January 27, 2010 38362709 ## 10 338628825

February 9, 2010 751345* 10 339380170

March 9, 2010 287099* 10 339667269

April 9, 2010 527596* 10 340194865

May 7, 2010 292800* 10 340487665

June 21, 2010 532540* 10 341020205

July 9, 2010 1346560* 10 342366765

August 9, 2010 1406205* 10 343772970

September 9, 2010 1472980* 10 345245950

October 8, 2010 638670* 10 345884620

November 11, 2010 738535* 10 346623155

December 16, 2010 161475* 10 346784630

January 14, 2011 222825* 10 347007455

February 11, 2011 103054* 10 347110509

March 11, 2011 36615* 10 347147124

April 6, 2011 7449758 10 347892099

May 6, 2011 86625* 10 347978724

June 9, 2011 163670* 10 348142394

July 8, 2011 921495* 10 349063889

August 9, 2011 1256900* 10 350320789

September 9, 2011 725100* 10 351045889

October 5, 2011 456710* 10 351502599

November 4, 2011 259720* 10 351762319

December 9, 2011 167650* 10 351929969

January 6, 2012 343275* 10 352273244

February 9, 2012 386580* 10 352659824

March 16,2012 327600* 10 352987424

April 10, 2012 694150* 10 353681574

May 8, 2012 177600* 10 353859174

June 13, 2012 96790* 10 353955964

July 6, 2012 921300* 10 354877264

August 9, 2012 485435* 10 355362699

September 7, 2012 748175 * 10 356110874

October 12, 2012 536825* 10 356647699

@ Initial Public Offering

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# Private Placement ## Qualified Institutions Placement * Allotted under various ESOP Schemes Total Ownership of the Bank as at October 12, 2012

Particulars Shares % *

Promoters / Promoter Group 92242450 25.86

Banks / Indian Financial Institutions 2,33,619 0.06

Mutual Funds 1,82,27,771 5.11

Insurance Companies 3,05,52,448 8.57

Foreign Institutional Investors, NRIs, Foreign Companies, (including FDI), 172310145 48.31

Other Bodies Corporate 4880250 1.37

Others (Individuals , HUFs, clearing members, trusts) 38201016 10.71

356,647,699 100.00

* % based on paid up capital as on October 12, 2012

5. Details of debt securities issued and sought to be listed including face value, nature of debt securities mode of issue i.e. public issue or private placement

Face Value and Issue Price of Bond

Each Bond has a face value of ` 10,00,000/- and are issued at par price i.e. ` 10,00,000/-

Nature of the Bond

All Bonds being issued under this Disclosure Document are unsecured which means that they are not secured by any of our assets. The claims of the investors in Bonds being issued for inclusion in Upper Tier II capital shall be subordinate to the claims of all creditors except investors in instruments eligible for inclusion in Tier I capital

Mode of issue

The Bonds will be issued on Private Placement basis.

For further details of the Bonds, please refer to the “Terms of the Present Issue” of the Bonds set out in page 31 of this Disclosure Document CREDIT RATING For Upper Tier II Bonds ICRA has assigned a ‘[ICRA]AA-’ (ICRA Double A minus) rating with a stable outlook to the Upper Tier-II Subordinated Bond Issue of the Bank of ` 600 Crore vide its letter dated October 10, 2012.. This rating indicates high degree of safety regarding timely servicing of financial obligations. The rated instruments carries low credit risk. The text of the rating letter from ICRA is reproduced elsewhere in this Disclosure Document. CARE has assigned CARE AA- (Double A Minus) rating to the Upper Tier-II Subordinated Bond Issue of `600 Crore vide its letter dated October 10, 2012.. Instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The text of the rating letter from CARE is reproduced elsewhere in this disclosure document. The rating is not a recommendation to buy, sell or hold the Bond and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agency has a right to suspend, withdraw the rating at any time on the basis of new information, etc.

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6. Issue size

Upper Tier II Capital of ` 100 Crore plus Green Shoe Option

7. Details of utilization of the issue proceeds OBJECTS OF THE ISSUE

The present issue of bonds is being made for augmenting the Tier-II Capital of the Bank for strengthening its Capital Adequacy and for enhancing the long-term resources of the Bank. The Main Object Clause of the Memorandum of Association of the Bank enables it to undertake the activities for which the funds are being raised through the present issue and also the activities, which the Bank has been carrying on till date. The proceeds of these issues will be used by the Bank for its regular business activities and to meet the demand for financing. 8. A statement containing particulars of the dates of, and parties to all material contracts, agreements

involving financial obligations of the issuer As part of the Bank’s normal banking business of lending and borrowing, including fund based and non fund based activities, the Bank enters into a variety of contracts and agreements which result in financial obligations. None of these contracts or agreements singly would have a material impact on the Bank’s assets or operations.

9. Details of other borrowings including any other issue of debt securities in past

Sl N

Particulars Date of Issue Amount in (Crores)

1 Subordinated Debt March 2, 2006 100 Crore 2 Subordinated Debt November 7,2006 180 Crore

3 Upper Tier II January 2, 2007 80 Crore 4 Upper Tier II February 7, 2007 33.60 Crore

5 Upper Tier II March 15, 2007 10 Crore 6 Upper Tier II March 14, 2007 10 Crore

7 Upper Tier II March 23, 2007 60 Crore

8 Upper Tier II March 31, 2007 5 Crore 9 Upper Tier II April 20, 2007 2 Crore

10 Subordinated Debt September 29, 2007 10 Crore 11 Upper Tier II September 29, 2007 182 Crore

12 Upper Tier II November 8, 2007 10 Crore

13 Subordinated Debt November 30, 2007 7.10 Crore 14 Subordinated Debt December 12, 2007 1 Crore

15 Subordinated Debt February 7, 2008 36.80 Crore 16 Upper Tier II June 27, 2008 USD 80 Million

17 Perpetual Tier I June 27, 2008 USD 5 Million 18 Upper Tier II September 15, 2008 200 Crore

19 Tier I Perpetual Bonds February 21, 2009 115 Crore

20 Tier I Perpetual Bonds March 9, 2009 39 Crore 21 Upper Tier II September 30, 2009 EUR 13.25 Million

22 Subordinated Debt September 30, 2009 260 Crore 23 Subordinated Debt January 22, 2010 300 Crore

24 Tier I Perpetual Bonds March 5, 2010 82 Crore

25 Upper Tier II August 14, 2010 440 Crore 26 Tier I Perpetual Bonds August 21, 2010 225 Crore

27 Upper Tier II September 8, 2010 200 Crore 28 Lower Tier II Subordinated Debt September 30, 2010 306.40 Crore

29 Lower Tier II Subordinated Debt July 25, 2011 321.50 Crore 30 Lower Tier II Subordinated Debt October 28, 2011 243 Crore

26

31 Tier I Perpetual Bonds March 19, 2012 150 Crore

32 Lower Tier II Subordinated Debt March 28, 2012 300 Crore 33 Upper Tier II March 30, 2012 USD 75 Million

34 Tier I Perpetual Bonds June 29, 2012 140 Crore

35 Upper Tier II June 29, 2012 60 Crore 36 Lower Tier II Subordinated Debt August 23, 2012 300 Crore

37 Lower Tier II Subordinated Debt September 10, 2012 300 Crore 38 Upper Tier II September 28, 2012 200 Crore

39 Lower Tier II Subordinated Debt October 16, 2012 200 Crore

Particulars

Balance as at June 30, 2012 `̀̀̀ in Crore

BORROWING FROM BANKS INCLUDING TERM BORROWING

7,555.00

REFINANCED BORROWING 1,750.09

FCY BORROWING 3,007.53

SUB DEBT 5,091.96

TOTAL 17,404.58

10. Any material event/development or change at the time of issue or subsequent to the issue which may

affect the issue or the investor’s decision to invest/ continue to invest in the debt securities There has been no material event/development or change at the time of the issue of the Bonds or subsequent to the issue which may affect the issue or the investor’s decision to invest/continue to invest in the bonds

11. Particulars of the debt securities issued i) for consideration other than cash, whether in whole or part (ii) at a premium or discount, or (iii) in pursuance of an option The Bank has not issued any debt securities issues (i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option

12. A list of highest ten holders of each class or kind of securities of the issuer as on the date of application along with particulars as to number of shares or debt securities held by them and the address of each such holder

Equity shares held by top ten shareholders as on October 12, 2012

S L No.

Holder Total Shares Address

1 MADHU KAPUR 3,51,25,000 11 , SILVER ARCH, NAPEAN SEA ROAD, MUMBAI 400006

2 RANA KAPOOR 2,00,00,000 'BUNGALOW NO. 1, GRAND PARADI 'AUGUST KRANTI MARG 'KEMPS CORNER 'MUMBAI -'400036

3 LIFE INSURANCE CORPORATION OF INDIA ALONGWITH ITS INVESTMENT SCHEMES

1,71,34,432 INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA,

27

JEEVAN BIMA MARG, MUMBAI - 400021

4

AMERICAN FUNDS INSURANCE SERIES GROWTH FUND

1,64,65,000 DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI 400001

5 DOIT CAPITAL (INDIA) PVT LTD.

1,51,25,000 427-428 27TH FLOOR PENTHOUSE SAMUDRA MAHAL DR A B ROAD WORLI MUMBAI – 400018

6 MORGAN CREDITS PRIVATE LIMITED

1,40,50,000 427-428 27TH FLOOR PENTHOUSE SAMUDRA MAHAL DR A B ROAD WORLI MUMBAI – 400018

7 CLSA (MAURITIUS) LIMITED 85,78,178

CITIBANK N A, CUSTODY SERVICES 3RD FLR, TRENT HOUSE, G BLOCK, PLOT NO. 60, BKC, BANDRA - EAST MUMBAI- 400051

8 CREDIT SUISEE (SINGAPORE) LIMITED

86,45,343

CITIBANK N A, CUSTODY SERVICES 3RD FLR, TRENT HOUSE, G BLOCK, PLOT NO. 60, BKC, BANDRA - EAST MUMBAI 400051

9 MAGS FINVEST PRIVATE LIMITED

79,42,450 11, SILVER ARCH NEPEAN SEA ROAD MUMBAI - 400006

10 SMALLCAP WORLD FUND, INC

71,25,832

DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI 400001

Top Ten holders of Tier II subordinated debt issued by the Bank as on October 12, 2012

HOLDER NO OF BONDS ADDRESS

1 LIFE INSURANCE CORPORATION OF INDIA

8305 INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI - 400021

2 INDIAN OIL CORPORATION LTD (REFINERIES DIVISION)

1086 CORE 2 SCOPE COMPLEX 7 INSTITUTIONAL AREA

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EMPLOYEES PROVIDENT FUND LODHI ROAD NEW DELHI – 110003

3 RABO INDIA FINANCE LIMITED 1000 FORBES BUILDING, 2ND FLOOR CHARANJIT RAI MARG FORT MUMBAI – 400001

4 STATE BANK OF INDIA EMPLOYEES PENSION FUND

1000 CENTRAL ACCOUNT OFFICE KANKARIA CENTRE 2/1, RUSSEL STREET KOLKATA – 700071

5 SAHARA CREDIT COOPERATIVE SOCIETY LIMITED

950 25/28 ATLANTA BUILDING 2ND FLOOR NARIMAN POINT MUMBAI-400021

6 UNITED INDIA INSURANCE COMPANY LIMITED

900 24,WHITES ROAD CHENNAI 600014

7 RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE MONTHLY INCOME PLAN

650 DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG POST BOX NO. 1142, FORT MUMBAI -400001

8 NATIONAL INSURANCE COMPANY LTD

550 INV DEPT EVEREST HOUSE, 4 TH FLOOR, 46 C, J. N. ROAD CALCUTTA 700071

9 GENERAL INSURANCE CORPORATION OF INDIA

500 SURAKSHA., 1 7 0, J. T A T A ROAD, CHURCH GATE, MUMBAI - 400002

10 RELIANCE CAPITAL LIMITED 500 570, RECTIFIER HOUSE NAIGAUM CROSS ROAD NEXT TO ROYAL INDL.ESTATE,WADALA(W) MUMBAI -400031

Top Ten holders of Tier I subordinated Perpetual Bonds issued by the Bank as on October 12, 2012

HOLDER NO OF BONDS

ADDRESS

1 INDIABULLS FINANCIAL SERVICES LIMITED

2900 F 60 MALHOTRA BUILDING IIND FLOOR CONNAUGHT PLACE NEW DELHI-110001

2 BANK OF INDIA 750 TREASURY BRANCH, HEAD OFFICE,STAR HOUSE, 7TH FLOOR, C-5,'G'BLOCK, BANDRA KURLA COMPLEX, BANDRA(EAST) MUMBAI - 400051

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3 CANARA BANK-MUMBAI 600 DOMESTIC TREASURY (BACK OFFICE) MAKER CHAMBER III 7TH FLOOR, NARIMAN POINT MUMBAI - 400021

4 BANK OF BARODA 500 SPECIALIZED.INTEGRATED TREASURY BRANCH, KALPATARU HERITAGE BUILDING, 6TH FLOOR. NANIK MOTWANE MARG, MUMBAI - 400023

5 IDBI BANK LIMITED – TBO 400 IDBI LIMITED, IDBI TOWER 17TH FLOOR , WORLD TRADE CENTRE COMPLEX , CUFFE PARADE MUMBAI - 400005

6 UNITED BANK OF INDIA 300

I&FM DEPARTMENT, HO, 4TH FLOOR UNITED BANK OF INDIA.H.O 11, HEMANTA BASU SARANI KOLKATA - 700001

7 ORIENTAL BANK OF COMMERCE 300 TREASURY DEPATRMENT A 30 33 A BLOCK IST FLOOR CONNAUGHT PLACE NEW DELHI - 110001

8 SYNDICATE BANK 270 F I M DEPARTMENT, MAKER TOWERS E II FLOOR, CUFFE PARADE COLABA, MUMBAI – 400005

9 INDIAN OVERSEAS BANK EMPLOYEES PENSION FUND

250 IOB EMPLOYEES' PENSION FUND 762, ANNA SALAI CENTRAL OFFICE CHENNAI 600002

10 UCO BANK 200 TREASURY BRANCH, UCO BANK BUILDING, MEZZANINE FLOOR, 359 DR D N ROAD FORT MUMBAI - 400001

Top Ten holders of Upper Tier II subordinated Bonds issued by the Bank as on October 12, 2012

HOLDER NO OF BONDS

ADDRESS

1 LIFE INSURANCE CORPORATION OF INDIA AND ITS VARIOUS SCHEMES

8800 INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI - 400021

2 RELIGARE FINVEST LTD 2000 D3 P3B DISTRICT CENTRE SAKET NEW DELHI 110017

3 SHRIRAM TRANSPORT FINANCE 500 123, ANGAPPA NAICKEN

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CO LTD

STREET, CHENNAI – 600001

4 INDIABULLS FINANCIAL SERVICES LIMITED

320 F 60 MALHOTRA BUILDING IIND FLOOR CONNAUGHT PLACE NEW DELHI-110001

5 INDIAN OIL CORPORATION LTD (REFINERIES DIVISION) EMPLOYEES PROVIDENT FUND

305 CORE 2 SCOPE COMPLEX, 7 INSTITUTIONAL AREA, LODHI ROAD, NEW DELHI - 110003

6 GENERAL INSURANCE CORPORATION OF INDIA

250 SURAKSHA., 1 7 0, J. T A T A ROAD, CHURCH GATE, MUMBAI – 40002

7 BANK OF BARODA 250 SPECIALIZED.INTEGRATED, TREASURY BRANCH, KALPATARU HERITAGE BUILDING, 6TH FLOOR,. NANIK MOTWANE MARG, MUMBAI - 400023

8 PUNJAB NATIONAL BANK 200 HSBC SECURITIES SERVICES, 2ND FLOOR "SHIV", PLOT NO 139-140 B , WESTERN EXPRESS HIGHWAY, SAHAR RD JUNCT, VILE PARLE-E, MUMBAI - 400057

9 SYNDICATE BANK 150 F I M DEPARTMENT, MAKER TOWERS, E II FLOOR, CUFFE PARADE COLABA, MUMBAI - 400005

10 SYNDICATE BANK EMPLOYEES PROVIDENT FUND

150 SYNDICATE BANK, POST BOX NO. 1 MANIPAL – 576104

13. An undertaking that the issuer shall use a common form of transfer The Bank undertakes that there shall be a common form of transfer for Bonds and the provisions of the Companies Act, 1956 and all applicable laws shall be duly complied within respect of all transfer of debentures and registration thereof. 14. Redemption amount, period of maturity, yield on redemption The face value of the bonds will be redeemed at par, as stated in the “Terms of Present Issue” in page 31. However, the bonds shall not be redeemable before maturity at the initiative of the holder or without the consent of the RBI at the time of maturity or otherwise in terms of RBI Master circular no. DBOD.No.BP.BC.16/21.06.001/2012-13 dated July 2, 2012, on Prudential Guidelines on Capital Adequacy and Market Discipline- New Capital Adequacy Framework (NCAF).

The Bank would not be liable to pay interest or principal if: • the Bank’s capital to risk assets ratio (CRAR) falls below the minimum regulatory requirement

prescribed by RBI or • the impact of such payments results in Bank’s CRAR falling below or remaining below the minimum

regulatory requirement prescribed by RBI.

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However, the Bank will pay interest with the prior approval of RBI when the impact of such payment may result in net loss or increase the net loss provided CRAR remains above the regulatory norm. The interest amount due and remaining unpaid will be paid in the later years subject to the Bank complying with the above regulatory requirement. In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Mumbai, Maharahstra), then the payment due shall be made on the next Business Day together with additional interest for the intervening period.

15. Information relating to the terms of offer or purchase

TERMS OF PRESENT ISSUE

The Bonds offered are subject to provisions of the Companies Act, 1956, Securities Contract Regulation Act, 1956, Memorandum and Articles of Association of the Bank, Terms of this Disclosure Document, Instructions contained in the Application Form and other terms and conditions as may be incorporated in the Trustee Agreement and Bond Trust Deed. Over and above such terms and conditions, the Bonds shall also be subject to the applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to time by the Government of India (GoI), Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI), concerned Stock Exchange(s) or any other authorities and other documents that may be executed in respect of the Bonds. NATURE & STATUS OF THE BONDS All Bonds being issued under this Disclosure Document are unsecured which means that they are not secured by any of our assets. The claims of the investors in Bonds being issued for inclusion in Upper Tier II capital shall be subordinate to the claims of all creditors except investors in instruments eligible for inclusion in Tier I capital. These Bonds may be issued with a call option. Such call option can be exercised by the Bank after the instrument has run for ten years with the prior approval of the RBI In compliance with the guidelines of RBI, the bonds issued for Upper Tier II capital shall not be redeemable before maturity at the initiative of the holder or without the consent of the RBI at the time of maturity or otherwise in terms of RBI Master circular no. DBOD.No.BP.BC.16/21.06.001/2012-13 dated July 2, 2012, on Prudential Guidelines on Capital Adequacy and Market Discipline- New Capital Adequacy Framework (NCAF).

The Bank would not be liable to pay interest or principal if:

• the Bank’s capital to risk assets ratio (CRAR) falls below the minimum regulatory requirement prescribed by RBI or

• the impact of such payments results in Bank’s CRAR falling below or remaining below the minimum regulatory requirement prescribed by RBI.

However, the Bank may pay interest with the prior approval of RBI when the impact of such payment may result in net loss or increase the net loss provided CRAR remains above the regulatory norm. The interest amount due and remaining unpaid will be paid in the later years subject to the Bank complying with the above regulatory requirement.

BASIC TERMS OF ISSUE

The Bank proposes to issue Unsecured Redeemable Non-convertible Upper Tier II Bonds in the nature of Promissory Notes as part of Tier II Capital of the face value of ` 10,00,000 each at par, at the following terms and conditions: Upper Tier II Bonds

Issuer Yes Bank Limited Instrument Unsecured, Redeemable Non Convertible, Upper Tier II Bonds in the

nature of Promissory Notes Credit Rating [ICRA] AA- from ICRA and CARE AA– from CARE Issue Size ` 100 Crore plus Green Shoe Option Face Value/Issue Price ` 10,00,000/- per Bond

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Minimum Application Size 1 Bond and in multiples of 1 Bond thereafter Tenor 15 years from the date of allotment. Redemption Bullet at the end of 15 years from the date of allotment (with prior

approval of RBI) Coupon Rate 10.05%p.a Interest Payment date Annually on December 27th and on redemption Interest Payment Frequency Annual Interest on application money Interest on application money will be the same as the Coupon rate

(subject to deduction of Tax at Source at the rate prevailing from time to time under the provisions of the Income Tax Act, 1961 or any other statutory modifications or re-enactment thereof) will be paid on application money to the applicants from the date of realisation of funds till the date of allotment but excluding the date of allotment

Security Unsecured Put Option None Call Option Yes Bank will have a Call option that is exercisable after 10 years from the

date of allotment (exercisable only with RBI approval) Lock – In clause The Bank would not be liable to pay interest or principal if:

1. The Bank’s capital to risk assets ratio (CRAR) falls below the minimum regulatory requirement prescribed by RBI or 2. The impact of such payments results in Bank’s CRAR falling below or remaining below the minimum regulatory requirement prescribed by RBI. However, the Bank may pay interest with the prior approval of RBI when the impact of such payment may result in net loss or increase the net loss, provided CRAR remains above the regulatory norm. The interest amount due and remaining unpaid will be paid in the later years subject to the Bank complying with the above regulatory requirement.

Record Date For interest payment Record Date would be 15 days prior to date of payment of Interest. In case of exercise of Call Option record date shall be 10 working days prior to date of call option.

Computation of Interest Interest payable will be calculated on the basis of actual number of days elapsed in a year of 365 days or 366 days as the case may be (Actual/Actual).

Terms of Subordination Pari passu among themselves and with other Upper Tier II indebtedness of the Bank, The claims of the investors in Upper Tier II instruments shall be superior to the claims of investors in instruments eligible for inclusion in Tier I capital and subordinate to the claims of all other creditors.

Holiday Convention If any of the interest or principal payment date is a holiday in Mumbai, interest will be payable on the next succeeding business day in Mumbai

Listing Listing at the BSE Debt Segment Depository National Securities Depositories Limited & Central Depository Services

(India) Limited. Trustee Axis Trustee Services Limited Issuance & Trading Demat Mode Settlement Payment of interest and repayment of principal shall be made by way of

cheque(s)/ interest/redemption warrant(s)/ demand draft(s)/ credit through RTGS/NECS system

Issue Programme

Issue Opening Date(*) Friday, October 19, 2012

Issue closing Date(*) Tuesday , December 18, 2012

Pay in Date(*) Friday, October 19, 2012 to Tuesday , December 18, 2012

Date of Allotment(*) Thursday, December 27, 2012

(*) The issuer reserves the right to change the issue time table including the date of allotment at its sole discretion, without giving any reasons or prior notice.

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Depository Arrangements

The Bank has appointed Link Intime India Private Limited, as Registrars & Transfer Agents for the present bond issue. The Bank has made necessary depository arrangements with National Securities Depository Limited (NSDL) and proposes similar arrangement with Central Depository Services (India) Limited (CDSL) for issue and holding of Bonds in dematerialised form. Investors shall hold the bonds only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.

Procedure for applying in demat form

• The applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the application.

• The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participant’s ID) appearing in the Application Form under the heading ‘Details for Issue of Bonds in Electronic/ Dematerialised Form’.

• Bonds allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s) with the DP.

• For subscribing the bonds, names in the application form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository.

• Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrars to the Issue.

• If incomplete/incorrect details are given under the heading ‘Details for Issue of Bonds in Electronic/ Dematerialised Form’ in the application form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Bank.

• For allotment of Bonds, the address, nomination details and other details of the applicant as registered with his/her/its DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of his/her/its demographic details given in the application form vis-à-vis those with his/her/its DP. In case the information is incorrect or insufficient, the Issuer would not be liable for losses, if any.

• It may be noted that Bonds being issued in electronic form, the same can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. The Bombay Stock Exchange Limited where the Bonds of the Bank are proposed to be listed has connectivity with NSDL and CDSL.

• Interest or other benefits would be paid to those Bondholders whose names appear on the list of beneficial owners given by the Depositories to the Bank as on Record Date/ Book Closure Date. In case of those Bonds for which the beneficial owner is not identified by the Depository as on the Record Date/ Book Closure Date, the Bank would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Bank, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

• Investors may note that pursuant to SEBI (Issue and Listing of Debt Securities) Regulations, 2008 dated June 6, 2008 issued by SEBI, the Bonds of the Bank would be issued and traded only in dematerialised form.

Market Lot The market lot will be one Bond (“Market Lot”). Since the bonds are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of bonds. Letter(s) of Allotment/ Bond Certificate(s)/ Refund Order(s) Issue of Letter(s) of Allotment The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 days from the Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of all statutory formalities, such credit in the account will be akin to a Bond Certificate.

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Issue of Bond Certificate(s) Subject to the completion of all legal formalities within 3 months from the Date of Allotment, or such extended period as may be approved by the Appropriate Authorities, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of Bonds allotted. Dispatch of Refund Orders The Bank shall ensure dispatch of Refund Order(s) by registered post/speed post/courier/hand delivery and adequate funds for the purpose shall be made available to the Registrar to the Issue by the Issuer Company. Terms of Payment The full face value of the Bonds applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s) for the full face value of the Bonds applied for. Payment of Interest The interest will be payable as per the terms set out in the term sheet for the respective tranche to the Bondholder(s) whose names appear in the List of Beneficial Owners given by the Depository to the Bank on the Record Date. Payment of interest will be made by way of cheque(s)/ interest warrant(s)/ demand draft(s), which will be dispatched to the sole/ first applicant, 7 days before the due date(s) by registered post/speed post/courier/hand delivery at the sole risk of the applicant or by way of credit through RTGS/NECS/NEFT. The warrants shall be payable at par at following centres: Mumbai, New Delhi, Kolkata, Chennai, Bangalore and Hyderabad. Seniority of claim The claims of the investor in Upper Tier II Bonds shall be a) Superior to the claims of investors in instrument eligible for inclusion in Tier I capital , and b) Subordinate to the claims of all other creditors Tax Deduction at Source (TDS) Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/ lower rate of TDS, relevant certificate(s)/ document(s) must be lodged 30 days before the coupon date or 31st March whichever is earlier, each financial year with the Company Secretary, Yes Bank Ltd., 23rd Floor, Indiabulls Finance Centre, Tower -II , 23rd Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013, or to such other person(s) at such other address (es) as the Bank may specify from time to time through suitable communication. Tax exemption certificate on interest on application money, should be submitted along with the Application Form. Where any deduction of Income Tax is made at source, the Bank shall send to the Bondholder(s) a Certificate of Tax Deduction at Source. Bondholder(s) should also consult their own tax advisers on the tax implications of the acquisition, ownership and sale of Bonds, and income arising thereon. Put & Call Option PUT OPTION: Put Option is not available to the Bondholder(s). CALL OPTION: Call option is available to Yes Bank Yes Bank has the right to issue Bonds with a call Option subject to strict compliance

with each of the following conditions: • Call option may be exercised only if the Bond has run for at least ten years • Call option shall be exercised only with the prior approval of RBI (Department of Banking operations and Development).

Redemption The face value of the bonds will be redeemed at par, as stated in the “Terms of Present Issue” in page 31. However, the bonds shall not be redeemable before maturity at the initiative of the holder or without the consent of the RBI at the time of maturity or otherwise in terms of RBI Master circular no.

35

DBOD.No.BP.BC.16/21.06.001/2012-13 dated July 2, 2012, on Prudential Guidelines on Capital Adequacy and Market Discipline- New Capital Adequacy Framework (NCAF).

The Bank would not be liable to pay interest or principal if: • the Bank’s capital to risk assets ratio (CRAR) falls below the minimum regulatory requirement

prescribed by RBI or

• the impact of such payments results in Bank’s CRAR falling below or remaining below the minimum regulatory requirement prescribed by RBI.

However, the Bank will pay interest with the prior approval of RBI when the impact of such payment may result in net loss or increase the net loss, provided CRAR remains above the regulatory norm. The interest amount due and remaining unpaid will be paid in the later years subject to the Bank complying with the above regulatory requirement. In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Mumbai, Maharahstra), then the payment due shall be made on the next Business Day together with additional interest for the intervening period. Payment on Redemption Payment on redemption will be made by cheque(s)/ redemption warrants(s), demand draft(s)/ credit through RTGS/NECS system in the name of the Bondholder whose name appears on the List of Beneficial owners given by Depository to the Bank as on the Record Date. On the Bank dispatching the redemption warrants to such Beneficiary(ies) by registered post/speed post/courier/hand delivery, the liability of the Bank shall stand extinguished. The Bonds shall be taken as discharged on dispatch of redemption warrants by the Bank on maturity to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. The Bank will inform NSDL/ CDSL/ Depository Participant about the redemption and the necessary corporate action would be taken. The Bank’s liability to the Bondholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Bank will not be liable to pay any interest or compensation from the date of redemption. On the Bank dispatching the warrants or crediting the beneficiary's account by relevant amount as specified above in respect of the Bonds, the liability of the Bank shall stand extinguished. Record Date and Beneficial Owners For interest payment Record Date would be 15 days prior to Interest Date. In case of exercise of Call Option record date shall be 10 working days prior to date of call option.The Bank shall request the Depository(ies) to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. Effect of Holidays Should any of dates defined above or elsewhere in the Disclosure Document, excepting the Deemed Date of Allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day shall be considered as the effective date(s). Mode of Transfer of Bonds Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the BSE/Depositories/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. Trustees for the Bondholders The Bank has appointed Axis Trustee Services Limited to act as Trustees for the Bondholders (“Trustees”). The Bank and the Trustees will enter into a Trustee Agreement, inter alia, specifying the powers, authorities and obligations of the Trustees and the Bank. The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the Bondholder(s). Any payment made by the Bank to the Trustees on behalf of the Bondholder(s) shall discharge the Bank pro tanto to the Bondholder(s).

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The Trustees will protect the interest of the Bondholders in the event of default by the Bank in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Bank. Right to Accept or Reject Applications The Bank reserves the right at its sole and absolute discretion to accept subscription amount(s). The Board of Directors/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

• Number of bonds applied for is less than the minimum application size;

• Applications exceeding the issue size;

• Bank account details not given; • Details for issue of bonds in electronic/ dematerialised form not given;

• PAN/GIR and IT Circle/Ward/District not given; • In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc.

relevant documents not submitted; • In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such

Bonds will be refunded, as may be permitted. Oversubscription and interest on application money Interest on application money will be the Coupon rate (subject to deduction of tax at source at the rate prevailing from time to time under the provisions of the Income Tax Act, 1961 or any other statutory modification or re-enactment thereof) from the date of realization of the cheques/drafts upto (but excluding) the date of allotment. Where an applicant is allotted a lesser number of bonds than applied for, the excess amount paid on application will be refunded to the applicant and the cheque towards the interest on the refund money will be dispatched by registered post /speed post/courier/hand delivery at the sole risk of the applicant or by way of credit through RTGS/NECS/NEFT. HOW TO APPLY General This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Bonds issued by the Bank. The document is for the exclusive use of the person(s) to whom it is delivered and it should not be circulated or distributed to third parties. The document would be sent specifically addressed to such persons by the Issuer Bank The Issue/Offer/Book will open for subscription at the commencement of banking hours and close at the close of banking hours on the dates indicated under the head "Terms of Present Issue" in page 31 above or earlier or on such extended date as may be decided by the Bank at its sole and absolute discretion without giving any reasons or prior notice. In such a case, investors will be intimated about the revised time schedule by the Bank. The Bank also reserves the right to keep multiple Date(s) of Allotment at its sole and absolute discretion without any notice. Only eligible investors as given hereunder may apply for bonds through the procedure detailed hereunder. Applications should be for a minimum of 1 Bond and in multiples of 1 Bond thereafter. Applications not completed in the said manner are liable to be rejected. Application Form duly completed in all respects must be submitted with the designated branch of the Bankers to the Issue. The name of the applicant’s Bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants. The Application Forms must be completed in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. The applicant or in the case of an application in joint names, each of the applicants, should mention his/her/it's Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District No. As per the provision of Section 139A(5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected.

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Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form at the address mentioned therein. Unless the Issuer specifically agrees in writing with or without such terms or conditions it deems fit, a separate single cheque/ demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of ‘Yes Bank Limited’ and crossed ‘Account Payee Only’. Cheque(s)/ demand draft(s) may be drawn on any Bank including a co-operative Bank, which is a member or a sub-member of the Bankers Clearing House located at, Mumbai, and New Delhi. Investors in centres which do not have any Bank, including a co-operative Bank, which is a member or sub-member of the Banker’s Clearing House located at any of the centres mentioned above, will be required to make payments only through demand drafts payable at any one of the above centres. Cash, outstation cheques, money orders, postal orders and stockinvest shall not be accepted. The Bank assumes no responsibility for any applications/ cheques/ demand drafts lost in mail. No separate receipts shall be issued for the application money. However, Bankers to the Issue at their Designated Branch receiving the duly completed Application Forms will acknowledge the receipt of the applications by stamping and returning the acknowledgment slip to the applicant. Applications shall be deemed to have been received by the Issuer only when submitted to Bankers to the Issue at their designated branch and not otherwise. Who Can Apply The following categories of investors may apply for the bonds, subject to fulfilling their respective investment norms/ rules by submitting all the relevant documents alongwith the application form.

• High Networth Individuals

• Scheduled Commercial Banks; • Financial Institutions;

• Insurance Companies; • Primary/ State/ District/ Central/ Urban Co-operative Banks;

• Provident, Gratuity, Pension and Superannuation Funds; • Regional Rural Banks;

• Mutual Funds;

• Companies, Bodies Corporate authorised to invest in bonds; • NBFC & Residuary NBFC

• Non Resident Indians • Port Trusts, Trusts, Association of Persons, Societies registered under the applicable laws in India which

are duly authorized to invest in bonds. Applications not to be made by

• Partnership Firms or their nominees; • Overseas Corporate Bodies (OCBs);

Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Bank or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Bank from time to time through a suitable communication. Applications by Provident Funds, Superannuation Funds and Gratuity Funds The Government of India has permitted Provident, Superannuation and Gratuity Funds, subject to their assessment of the risk-return prospects, to invest up to 10 per cent in the Bonds and securities issued by private sector organisation including Banks provided that the bonds or securities have an investment grade rating from

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at least two credit rating agencies. Accordingly, provident, superannuation and gratuity funds can invest up to 10 per cent of their corpus in these bonds. Application by Mutual Funds In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made. Future Borrowings The Bank shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Bonds/ Debentures/ Notes other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Bank may think appropriate, without the consent of, or intimation to, the Bondholder(s) or the Trustees in this connection. Bondholder not a Shareholder The Bondholders shall not be entitled to any of the rights and privileges available to the Shareholders. Rights of Bondholders The Bonds shall not, except as provided in the Companies Act, 1956 confer upon the holders thereof any rights or privileges available to the members of the Bank including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meeting of the Bank. However, if any resolution affecting the rights attached to the Bonds is to be placed before the shareholders, the said resolution will first be placed before the concerned registered Bondholders for their consideration. In terms of Section 219(2) of the Act, holders of Bonds shall be entitled to a copy of the Balance Sheet on a specific request made to the Bank. The rights, privileges and conditions attached to the Bonds may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of Special Resolution passed at a meeting of the concerned Bondholders, provided that nothing in such consent or resolution shall be operative against the Bank, where such consent or resolution modifies or varies the terms and conditions governing the Bonds, if the same are not acceptable to the Bank. The registered Bondholder or in case of joint-holders, the one whose name stands first in the Register of Bondholders shall be entitled to vote in respect of such Bonds, either in person or by proxy, at any meeting of the concerned Bondholders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her/it's voting rights shall be in proportion to the outstanding nominal value of Bonds held by him/her/it on every resolution placed before such meeting of the Bondholders. The quorum for such meetings shall be at least five Bondholders present in person or as may be prescribed by law from time to time or all the members if the total number of members is less than 5. The Bonds are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles, the terms of this Disclosure Document and Application Form. Over and above such terms and conditions, the Bonds shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/ Letters of Allotment/ Bond Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Bonds. Save as otherwise provided in this Disclosure Document, the provisions contained in Annexure C and/ or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the Bondholders, in relation to matters not otherwise provided for in terms of the Issue of the Bonds. A register of Bondholders will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the Bonds will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Bondholders. The Bondholders will be entitled to their Bonds free from equities and/or cross claims by the Bank against the original or any intermediate holders thereof.

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Succession In the event of winding-up of the holder of the Bond(s), the Bank will recognize the executor or administrator of the concerned Bondholder(s), or the other legal representative as having title to the Bond(s). The Bank shall not be bound to recognize such executor or administrator or other legal representative as having title to the Bond(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Bank may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Bond(s) standing in the name of the concerned Bondholder on production of sufficient documentary proof or indemnity. Notices All notices to the Bondholder(s) required to be given by the Bank or the Trustees shall be published in one English and one regional language daily newspaper in Mumbai and/ or, will be sent by post/courier/hand delivery to the sole/ first allottee or sole/ first Beneficial Owner of the Bonds, as the case may be from time to time. All notice(s) to be given by the Bondholder(s) shall be sent by registered post/speed post/courier/hand delivery to the Bank or to such persons at such address as may be notified by the Bank from time to time through suitable communication. Joint-Holders Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles. Sharing of Information The Bank may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Bondholders available with the Bank, with its subsidiaries and affiliates and other Banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Bank or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information. Debenture/ Bond Redemption Reserve The Government of India, Ministry of Company Affairs has vide General Circular No. 9/2002 No.6/3/2001-CL.V dated April 18, 2002 clarified that Banks need not create Debenture Redemption Reserve as specified under section 117C of the Companies Act, 1956. Undertaking by the Issuer The Issuer undertakes that:

• the complaints received in respect of the Issue shall be attended to by the Bank expeditiously and satisfactorily;

• the Bank shall take all steps for completion of formalities for listing and commencement of trading at the Bombay Stock Exchange within the specified time.

• the funds required for dispatch of refund orders shall be made available to the Registrar to the Issue by the Issuer Company;

• no further issue of securities shall be made till the securities offered through this Disclosure Document are listed or till the application moneys are refunded on account of non-listing, under-subscription, etc;

• necessary co-operation to the credit rating agency(ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

16. The discount at which such offer is made and the effective price for the investor as a result of such

discount

Bonds are not being issued at a discount

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17. The debt equity ratio prior to and after issue of the debt security Particulars Pre Issue Post issue *

Debt equity ratio of the Bank as on June 30, 2012 1.24 1.26

* assumed that entire Upper Tier II issue has been completely subscribed.

18. Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and

debt securities As on date of this Disclosure Document, no payment of interest and principal has fallen due on any debt securities issued by the Bank in the past.

19. The permission/consent from the prior creditor for a second or pari passu charge being created in favour of the trustees to the proposed issue has been obtained All the prior borrowing of the Bank are unsecured. Hence obtaining permission/consent from prior creditors does not arise.

20. The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given his consent to the issuer for his appointment under regulation 4(4) and also in all the subsequent periodical communications sent to the holders of debt securities Axis Trustee Services Limited has given their consent to the Bank vide their letter dated October 19, 2012 for their name to be used as Trustee for the debenture holders/bondholders in relation to the issue programme. However, the Bonds are being issued on a private placement basis, a separate undertaking under regulation 4(4) has not been obtained.

21. The rating rationale(s) adopted by the rating agencies shall be disclosed

Rating Rationale for the rating by CARE and ICRA is provided in Annexure I

22. Names of all the recognized stock exchanges where securities are proposed to be listed clearly indicating the designated stock exchange and also whether in principle approval from the recognized stock exchange has been obtained. Bonds are proposed to be listed on BSE. Designated stock exchange for the bond issue is BSE. The Bank has

received in-principle approval No DCS/COMP/SP/IP-PPDI/138/12-13 dated October 19, 2012 from BSE for listing of said bonds on BSE. The Bank shall make an application to BSE to list the bonds to be issued and allotted under this Disclosure Document and complete all the formalities relating to listing of the Bonds within reasonable time.

23. A Summary of term sheet shall be provided which shall include brief information pertaining to the secured/unsecured non convertible debt securities (or a series thereof) as set out in the guidelines

Summary of the term sheet is provided in page 31 of this Disclosure Document.

For YES BANK LIMITED Sd/- Dr Rana Kapoor Managing Director & CEO Dated : October 19, 2012 Place : Mumbai

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