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YES Bank Ltd. Company History and Annual Growth Details

Yes Bank was incorporated as a Public Limited Company on November 21,
2003. Subsequently, on December 11, 2003, RBI was informed of the
participation of three private equity investors namely {Citicorp
International Finance Corporation, ChrysCapital II, LLC and AIF Capital
Inc.), to achieve the financial closure of the Bank. RBI by their
letter dated February 26, 2004 provided their no-objection to the
participation of the three private equity investors namely Citicorp
International Finance Corporation, ChrysCapital II, LLC and AIF Capital
Inc. in the equity of the Bank at 10%, 7,5% and 7.5%, respectively, and
also advised the Bank to infuse a sum of Rs. 2000 million as the paid
up capital. Additionally, the RBI advised the Bank to submit an
application for final approval after completion of all formalities for
incorporation as a banking company and setting out the capital
structure of the Bank as approved by RBI.

RBI by their letter dated December 29,2003 decided to further extending
'In Principle' approval for a period up to February 29, 2004 to allow
the Bank to complete all financial arrangements.

Yes Bank obtained its certificate of Commencement of Business on
January 21, 2004. Subsequently, in March 2004, the Bank achieved the
mobilization of the initial minimum paid up capital of Rs. 2,000
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
and 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 including a
term that 49.0% of our pre-Issue share capital held by the Promoters
(domestic and foreign) was to be locked-in for five years from the
licensing of the Bank, being May 24,2004. In our case, this 49.0% has
been met by locking-in Equity Shares representing 29.0% of the share
capital held by Mr. Rana Kapoor and Mr. Ashok Kapur and Equity Shares
representing 20.0% of the share capital held by Rabobank International
Holding. See Note 2 in the section titled 'Capital Structure-Promoter
Contribution and Lock-In' on page 13 of this Red Herring Prospectus.
Further, the terms of the banking license granted to us by RBI require
that the promoter holding in excess of 49%, shall be diluted after one
year of the Bank's operation. It is also stipulated that the paid up
capital (which currently stands at 2,000 million) must be raised to
Rs. 3,000 million within three years of commencement of business.

Further, by their letter dated September 2, 2004, RBI 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
Gazette of India (PART III-Section 4) on August 16, 2004.

Share Subscription

The Promoters, the Promoter Group Companies and Rabobank International
Holding executed a Share Subscription Agreement dated November 5, 2003,
(the 'SSA'), whereby they agreed to subscribe to the Equity Shares
along with the Private Equity Investors (with whom a separate agreement
was to be executed).

Under the terms of the SSA, the Promoters have represented that a
substantial part of the consideration received by them from the sale of
their shares in Rabo India would be applied towards the subscription of
the Equity Shares. Further, in terms of the SSA, the Promoters have
also represented not to transfer their shareholding in Mags or Morgan,
respectively, until the loans taken by Mags and Morgan from Rabobank
International Holding for the purpose of the purchase of the Equity
Shares have been repaid.

The SSA provides that we shall have a Board consisting of a minimum of
three and a maximum of 15 directors. So long as any of the parties to
the SSA hold at least 10.0% of the equity share capital, the Promoters
and Doit, as shareholders, have the fight to nominate three independent
directors on the Board, in addition to Mr. Ashok Kapur being the
non-executive Chairman of the Bank and Mr. Rana Kapoor being the
Managing Director and Chief Executive Officer of the Bank. Rabobank
International Holding also has the right to nominate one non-rotational
director on the Board, The SSA provides that the Promoters and Doit,
and Rabobank International Holding, are not permitted to transfer their
locked-in shareholding in the Bank for a period of five years from March
10, 2004. Under the terms of the SSA, locked-in shares refer to
40 million Equity Shares.

Foreign Currency Loans

The subscription of the Equity Shares by Mags and Morgan was financed
through a loan of Rs. 170 million availed by each of the companies from
Rabobank International Holding, which is documented through Dollar Loan
Agreements between (i) Rabobank International Holding, Mags and Mr.
Ashok Kapur and (ii) Rabobank International Holding, Mr. Rana Kapoor
and Morgan, both dated November 5, 2003.

In terms of these agreements, Rabobank International Holding has
granted a loan of Rs. 170 million each to Mags and Morgan, to be
utilised for subscribing to the 17 million Equity Shares of the Bank as
provided in the SSA.This loan has to be repaid within three years of
the disbursement of the loan amounts. These loans were disbursed on
March 10, 2004. The SSA states that the loans to Mags and Morgan by
Rabobank International Holdings are to be at an interest rate of nil
(0%).

Mags and Morgan, as security for the loan amount, have each executed
demand promissory notes in favour of Rabobank International Holding.
Further, the Promoters executed personal guarantees and demand
promissory notes as security for loans to Mags and Morgan.

The aforesaid loan agreements provide that the Promoters shall not
dispose of their shareholding in Mags and Morgan, respectively, during
the tenure of the loan. Further, Mags and Morgan have undertaken that
they shall not dispose of the Equity Shares during the tenure of the
loan. The Promoters, along with Mags and Morgan, have agreed that they
shall cause us to issue such share certificates in .respect of Equity
Shares to Mags and Morgan that state that the transfer of the shares
without the consent of Rabobank International Holding will be invalid.
In the event that the Equity Shares are held in dematerialised form, it
is required that an agreement giving effect to this clause is entered
into with the concerned depository.

In the event of a default under the aforesaid agreements, Rabobank
International Holding has a right to purchase such number of shares
that are obtained by dividing the outstanding amount under the
agreements by the fair-market value of the shares as on the date of
such breach that are held by Mr. Ashok Kapur in Mags and Mr. Rana
Kapoor in Morgan, respectively, at nil consideration. In addition, as
consideration for the amounts due under the loan agreement, in the
event of a default under the aforesaid loan agreements, Rabobank
International Holding also has the right to purchase the Equity Shares
held by Mags and Morgan, with the number of Equity Shares being
determined according to the fair market value.

The shareholders of Mags and Morgan have executed separate Promoter
Support Agreements dated November 5, 2003 with Rabobank International
Holding to govern their relationship with Rabobank International
Holding, whereby Mags and Morgan have authorised Mr. Ashok Kapur and
Mr. Rana Kapoor, respectively, to enter into and execute the above
mentioned loan agreements on their behalf. They have also undertaken to
ensure, that by exercise of their voting rights as shareholders of Mags
and Morgan, all obligations of Mags, Morgan, Mr. Ashok Kapur and Mr.
Rana Kapoor under the aforesaid loan agreements shall be fulfilled. For
details of the shareholders of Doit see the section titled 'Our
Promoters' on page 98 of this Red Herring Prospectus. For details of
the shareholders of Mags and Morgan see the section titled 'Our
Promoters-Companies Promoted by the Promoter Group' on page 98 of this
Red Herring Prospectus.

In response to correspondence from the Bank, providing details of the
loan agreements, RBI through its letter dated August 6, 2003 permitted
the loans and advised that the loans availed from Rabobank
International Holding should not be secured against the shares of the
Company. Subsequently, the Bank had by its letter dated March 5, 2004,
intimated RBI of the draw down of the loans in accordance with the
terms of the RBI letter dated August 6, 2003.

RBI by its letter dated May 22, 2004 advised that the loan agreements
be filed with the RBI. The RBI also advised that these loans should
have a minimum average maturity of 3 years and that Mags and Morgan
would be required to submit monthly returns to RBI.

The loan agreements have been filed with the RBI and the RBI has
through letters dated June 23, 2004 and June 24, 2004, allotted loan
registration numbers to these loan agreements.

Further, the RBI license dated May 24, 2004 stated that the promoters
should abide with the conditions governing the loan as stated by the
RBI in their above mentioned letters.

Mags and Morgan have been regularly submitting the requisite returns to
RBI in compliance with the requirements of the RBI letter dated May 22,
2004.

Investment by the Private Equity Investors

Pursuant to the SSA, our Promoters, entered into a Master Investment
Agreement dated November 25, 2003 with Mags, Morgan, Doit, and the
Private Equity Investors, (the 'MIA'), pursuant to which the Private
Equity Investors agreed to subscribe to their Equity Shares,
simultaneous to the subscription by our Promoters, and the Promoter
Group Companies to their Equity Shares. Additionally, Mr. Ashok
Kapur and Doit are permitted to transfer shareholding representing up to
1.5% to key management personnel of the Bank.

In terms of the MIA, post the allotment of Equity Shares to our
Promoters, our Promoter Group Companies, and the Private Equity
Investors, we are required to allot 6 million Equity Shares
constituting 3.0% of our equity shares capital to senior managerial
personnel and executives of the Bank. The MIA also reiterates the
provisions of the SSA in relation to our Board, and further provides
that each of the Private Equity Investors shall be entitled to nominate
one non-executive rotational director on the Board, who will be
eligible for reappointment; and that within 12 months of the date of
completion not less than half the Board is required to be comprised of
independent directors. The directors nominated by the Private Equity
Investors are also entitled to be members of any committee or
sub-committee of the Board.

The MIA provides that 21 days' notice of each Board meeting is required
to be given to each Private Equity Investor, and the agenda for the
meeting is required to be circulated 10 days prior to the meeting. The
MIA lists out certain items that can be discussed only if the same are
stated in the agenda to the Board meeting, such as filing for
bankruptcy or winding up, change in capital structure, merger,
amalgamation or consolidation, modification of the any of our charter
documents, and the appointment and removal of directors. The presence
of half the number of the Board, present for the entire duration of the
meeting is necessary to constitute a quorum for the meeting, unless the
same is with the consent of the Private Equity Investors.

In terms of the MIA, all parties subscribing to the Equity Shares prior
to or simultaneously with the Private Equity Investors are prohibited
from transferring their Equity Shares for a period of three years from
the date of completion, i.e., March 10, 2004. However, the MIA also
prescribes the following exceptions to the aforesaid lock-in: (i) where
we suffer a loss of reputation; (ii) where the Private Equity Investors
are required by law to liquidate their shareholding in us; (iii) where
there is a reduction in either the period of lock-in or in the number
of Equity Shares, by RBI, in relation to the five-year statutory
lock-in imposed on the shareholding of Rabobank International Holding,
the Private Equity Investors would be entitled to transfer their Equity
Shares on a pro-rata basis or if there is reduction in the lock-in
period by RBI in respect of the Equity Shares held by Rabobank
International Holding to less than 36 months from the date of
completion, then the restriction on the transfer of Equity Shares by
the Private Equity Investors shall be in force for such reduced period
of time; iv) where our Promoters or the Promoter Group Companies are
required to sell their Equity Shares for the repayment of the loan
facility availed by Mags and Morgan from Rabobank International
Holding; (v) the sale of three million Equity Shares by our Promoters
through the random order matching system of the stock exchanges after
the listing of our Equity Shares, after the repayment of the loan
facility availed by Mags and Morgan from Rabobank International Holding
and (vi) the sale of 1,150,000 Equity Shares, 850,000 Equity Shares,
850,000 Equity Shares by Citicorp, ChrysCapital and AIF Capital,
respectively, through the random order matching system of the stock
exchanges after the listing of the Equity Shares. Further, the Equity
Shares held by the Private Equity Investors will be locked-in along
with our entire pre-lssue equity share capital for a period of one year
from the date of allotment of Equity, Shares in this Issue. See the
section titled 'Promoter Contribution and Lock-in' on page 13 of this
Red Herring Prospectus.

The MIA also imposes a restriction on our Promoters and the Promoter
Group Companies prohibiting them from transferring their locked-in
Equity Shares for a period that is the lesser of either (i) five years
from the date of the MIA, i.e., up to November 25,2008, or (ii) such
other period as may be prescribed by RBI for restricting the transfer
of the Equity Shares by the Promoters.

The MIA further provides that in the event of sale of the Equity Shares
by our Promoters or the Promoter Group Companies to any third person,
such third person would be required also to purchase the Equity Shares
from the Private Equity Investors, as per the procedure prescribed
under the MIA. Upon listing of the Equity Shares, the Promoters are
also prohibited from selling their shareholding in us on the market
without the prior consent of the Private Equity Investors. The MIA also
prohibits for a period of five years, all inter-se transfers between
the parties to the MIA, without the consent of all the parties.

So long as the Promoters and the Promoter Group Companies hold 6.0% of
our equity share capital, or during their employment with us, or for a
period of six months from the date of cessation of employment with us,
the MIA prohibits them from associating themselves with any business
similar to ours. Our Promoters and the Promoter Group Companies, have
under the terms of the MIA, been permitted to hold the entire share
capital of a company proposing to provide business process outsourcing
services ('Other BPO Company') without being engaged in any manner in
the running of such businesses, provided that our proposed subsidiary
also intends to provide business process outsourcing services in the
nature of a captive service, i.e., provides business process
outsourcing services only to us. In the event that such subsidiary
ceases to be a captive service provider, Our Promoters and the Promoter
Group Companies are required to reduce their holding in the Other BPO
Company to less than 25.0% and are also prohibited from being connected
with the Other BPO Company in any manner.

The MIA also mandates that our Bank is required to make an IPO of
Equity Shares within 18 months from the date of completion, which
includes listing of the Equity Shares on the Stock Exchange, Mumbai or
the National Stock Exchange. However, the Bank is required to actively
consult the Private Equity Investors prior to making such initial
public offering. It is provided that the minimum IPO price shall be the
higher of (i) the price at which any of the Private Equity Investors
subscribe to the Equity Shares anytime prior to such initial public
offering and (ii) the price at which any person purchases or subscribes
to the Equity Shares prior to such initial public offering. An initial
public offering at a price lower than the minimum IPO price requires
the consent of the Private Equity Investors.

The MIA seeks to protect the shareholding of the Private Equity
Investors by providing that except in the case of an IPO by the Bank,
if there is any issue of any Equity Shares, or any appreciation rights,
or rights issues, or options or warrants, the Private Equity Investors
would be entitled to acquire such an additional number of Equity Shares
of our Bank so as to maintain/increase their current proportion,
provided that the stake of Citicorp in our Bank may not exceed 15.0%
and the stake of ChrysCapital and AIF Capital may not exceed 10.0% of
our capital. After the IPO, Citicorp, ChrysCapital and AIF Capital are
prohibited from exercising voting rights on poll in excess of 14.9%,
10.0% and 10.0%, respectively, of the total voting rights of all the
shareholders, without the prior written consent of the Promoters and
the Promoter Group Companies. Further, in terms of the MIA, we have
agreed not to establish a branch in the United States without the
consent of the^Private Equity Investors.

The MIA terminates upon the expiry of the lock-in period in relation to
the Equity Shares subscribed to by the Private Equity Investors except
for certain provisions in relation to the warranties and indemnities,
tag along rights, governing law and notice as contained in the MIA that
survive the termination of the MIA. If after the lock-in period, the
stake of any of the Private Equity Investors in us falls below 5.0%,
then even these residual provisions of the MIA would terminate with
respect to such Private Equity Investor.

We have executed a deed of adherence dated March 8, 2004 with the
Promoters, the Promoter Group Companies and the Private Equity
Investors agreeing to be bound by the terms of the MIA, in so far as
they relate to any right, obligation or duty upon us.

RBI by their letter dated February 26, 2004 has also provided their
no-objection to the participation of the three private equity investors
namely Citicorp International Finance Corporation, ChrysCapital II, LLC
and AIF Capital Inc. in the equity of the Bank at 10%, 7.5% and 7.5%,
respectively.


2005

- Yes Bank on May 12, 2005, forays into retail banking with launch of International Gold and Silver debit card in partnership with MasterCard International.

-Yes Bank has announced that it will enter the capital market with its initial public offer on June 15 to raise Rs 266-315 crore. The issue will close on June 21. Yes Bank will offer seven crore equity shares of Rs 10 face value through a 100 per cent book building route. The price band for the shares has been fixed at Rs 38-45.

-Yes Bank initial public offer oversold 8.27 times on day 1

-The YES Bank IPO has been priced at Rs 45 per share as it received the maximum number of bids at this price. The IPO, which was through a book-building route, had a price band of Rs 38-45 per share. The IPO received 2,57,000 bids, resulting in a subscription of over 30 times.

--Yes Bank joins hands with IBM for tech infrastructure

-Yes Bank launches International Gold, Silver debit card

2006

-Yes Bank Launches YES MICROFINANCE

-YES Bank join hands with Reuters

2007

-YES BANK received the Euromoney - Trade Finance Deal of The Year award for a structured & innovative Rural Financing solution in providing loans to over 2000 nomadic honey bee farmers in Jammu & Kashmir. The only Indian private sector Bank to have won this award as the lead arranger out of a total of 367 deals presented across 30 countries.



2008

- Yes Bank Limited has appointed Ms. Radha Singh and Mr. Ajay Vohra as Independent Director(s) on the Board of Yes Bank w.e.f. April 29, 2008.

- Yes Bank and PTC+, a premier Dutch practical training institution in the field of high technology agriculture have announced an alliance to develop projects and encourage innovations in the agri sector and other initiatives in the field of agri-infrastructure.

- The UAE-based private bank, Mashreq, has entered into an alliance with YES Bank to launch global Indian banking services across UAE.

-YES Bank ties up with Cisco for voice-enabled phone banking
-YES BANK received the Best Corporate Social Responsibility Practice award at the Social & Corporate Governance Awards 2007. These awards were instituted to recognize the need for new innovative strategies to implement the CSR practice within the business focus of the Indian Corporate sector.


2009

- SKS Microfinance seems to have signed a securitisation deal worth Rs 100 crore with YES Bank. This deal would allow the bank to purchase 1,48,950 micro loans extended to unbanked SC as well as ST and minorities' families identified by the Reserve Bank of India as weaker sections. The transaction has been rated as 'Very Strong Safety' by CRISIL.

- Yes Bank has signed a loan agreement with development finance institution DEG, under which it will borrow a 5-year loan of euros 20-million. DEG (Deutsche Investitions-und Entwicklungsgesellschaft mbH), is one of Europe's largest development finance institutions.


-YES BANK was awarded the Most Innovative Bank in India at the New Economy First Annual Banking and Finance Awards 2008 held in London and were announced in the December 2008 issue of the International Magazine, New Economy. YES BANK is the only Indian Bank to have won this award.


2010

- YES Bank has joined hands with handset maker Nokia to offer mobile payment services that will enable consumers pay for goods and services using their mobile devices.
 
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