Serial No. Addressed to: FOR PRIVATE CIRCULATION ONLY BAN… · addressed to: for private...

Serial No.

Addressed to:

FOR PRIVATE CIRCULATION ONLY

THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT HAS BEEN PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FORM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 AND RBI CIRCULAR ON BASEL III CAPITAL REGULATIONS VIDE MASTER CIRCULAR NO. RBI/2015 -16/ 58 DBR.NO.BP.BC.1/21.06.201/2015-16 DATED JULY 01, 2015 AND CLARIFICATION ISSUED BY RBI VIDE MASTER CIRCULAR RBI/2015-16/285 DBR.NO.BP.BC.71/ 21.06.201/ 2015-16 DATED JANUARY 14, 2016, AS AMENDED FROM TIME TO TIME.

OFFER LETTER / DISCLOSURE DOCUMENT / INFORMATION MEMORANDUM

YES Bank Limited (A public listed company under the Companies Act, 1956)

Date of Incorporation: November 21, 2003 Registered Office: Nehru Centre, 9th Floor, Discovery of India Building, Dr. Annie Besant Road, Worli, Mumbai 400 018 Corporate Office: Nehru Centre, 9th Floor, Discovery of India Building, Dr. Annie Besant Road, Worli, Mumbai 400 018

Website: www.yesbank.in; Contact Person: Mr Shivanand R Shettigar; E-mail: [email protected]

INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF 21000 RATED LISTED UNSECURED PERPETUAL SUBORDINATED BASEL III COMPLIANT ADDITIONAL TIER I BONDS OF A FACE VALUE OF RS. 1,000,000/- EACH, OF THE AGGREGATE NOMINAL VALUE OF UP TO RS. 21,000,000,000 (RUPEES TWO THOUSAND ONE HUNDRED CRORE),

WITH A GREEN SHOE OPTION FOR AN ADDITIONAL RS. 1500 CRORE (RUPEES ONE THOUSAND FIVE HUNDRED CRORE) (“DEBENTURES”)

BACKGROUND

This Information Memorandum is related to the Debentures to be issued by YES Bank Limited (the “Issuer” or “Company” or “Bank”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures.

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the risk factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, the investors must rely on their own examination of the Company, this Information Memorandum issued in pursuance hereof and the Issue including the risks involved. Specific attention of investors is invited to statement of Risk Factors contained under Section 3 of this Information Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.

CREDIT RATING

The Debentures proposed to be issued by the Issuer have been rated by Credit Analysis and Research Limited (“CARE”) and by India Ratings & Research Pvt. Ltd. (“India Ratings”). CARE has vide its letter dated December 1, 2016, December 19, 2016 & December 22, 2016 assigned a rating of ‘CARE AA/STABLE ’in respect of the Debentures and India Ratings has vide its letter dated December 19, 2016 & December 22, 2016 assigned a rating of ‘IND AA/STABLE’ in respect of the Debentures. Please refer to Annexure III of this Information Memorandum for the letters from the Rating Agencies assigning the credit rating abovementioned and the rating rationale adopted by the Rating Agencies for the aforesaid rating.

ISSUE SCHEDULE

Issue Opening Date DECEMBER 23, 2016

Issue Closing Date DECEMBER 23, 2016 Deemed Date of Allotment DECEMBER 23, 2016

The Company reserves the right to change the Issue Schedule including the Deemed Date of Allotment (as specified above) (“Deemed Date of Allotment”) at its sole discretion. In the event of any change in the Issue Schedule including the Deemed Date of Allotment, the Company shall notify the Stock Exchange about such change.

LISTING

The Debentures are proposed to be listed on the wholesale debt market (WDM) segment of BSE Limited (“BSE”).The Issuer has obtained an “in-principle” approval from BSE dated December 21, 2016. Please refer to Annexure X of this Information Memorandum for a copy of the in-principle approval letter dated December 21, 2016 issued by BSE.

DEBENTURE TRUSTEE

AXIS TRUSTEE SERVICES LTD 2nd Floor - E, Axis House, Bombay Dyeing Mill Compound, Panduranga Budhkar Marg, Worli, Mumbai - 400 025 Tel: (022) 24252525 Fax: (022) 24254200 E-mail: [email protected]

YES Bank Ltd. 19th Floor, IFC, Tower II Elphinstone (W) S.B. Marg, Mumbai


OTHER KEY PARTIES TO THE ISSUE

DEBENTURE TRUSTEE REGISTRAR TO THE ISS

[email protected]

Link Intime India Private Ltd. C-13, Pannalal Silk Mills CompoundL.B.S. Marg, Bhandup (W), Mumbai 400 078 Tel.No.25963838 Fax: 25946969 Email: [email protected] Website: www.linkintime.co.in

JOINT ARRANGERS TO THE ISSUE

YES SECURITIES (INDIA) LTD. IFC Tower 1 & 2 602, A, 6th Floor, Senapati Bapat Marg, Elphinstone Road,Mumbai – 400 013


Serial No.1

Addressed to:

REGISTRAR TO THE ISSUE

13, Pannalal Silk Mills Compound

Bapat Marg, Elphinstone Road,

TABLE OF CONTENTS

SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS 4

SECTION 2: DEFINITIONS AND ABBREVIATIONS 7

SECTION 3: RISK FACTORS 10

SECTION 4: BOARD OF DIRECTORS AND MANAGEMENT OF THE BANK 12

SECTION 5: DISCLOSURES AS PER SEBI REGULATIONS 17

SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 60

SECTION 7: DISCLOSURES AS PER THE ACT 61

SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS 67

SECTION 9: DECLARATION 75

ANNEXURE I: CONSENT LETTER FROM THE DEBENTURE TRUSTEE ANNEXURE II: APPLICATION FORM 76

ANNEXURE III: RATING LETTERS AND RATIONALES 81

ANNEXURE IV: ILLUSTRATION OF CASHFLOWS* 91

ANNEXURE V: CONDITIONS PRECEDENT 92

ANNEXURE VI: CONDITIONS SUBSEQUENT 93

ANNEXURE VII: SHARE CAPITAL HISTORY 94 ANNEXURE VIII: BOARD RESOLUTION/ CAPITAL RAISING COMMITTEE RESOLUTION COPY 98 ANNEXURE IX: SHAREHOLDERS RESOLUTION COPY ANNEXURE X: IN PRINCIPLE LISTING APPROVAL 108 ANNEXURE XI: DISCLOSURE ON RELATED PARTY TRANSACTIONS 109

SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS This Offer Letter / Disclosure Document / Information Memorandum is neither a prospectus nor a statement in lieu of prospectus under the Act. This Disclosure Document has not been submitted to or approved by the Securities and Exchange Board of India (“SEBI”) and has been prepared by the Company in conformity with the extant SEBI Regulations and the Act. This Issue of Debentures, which are to be listed on the WDM segment of the BSE, is being made strictly on a private placement basis. This Disclosure Document does not constitute and shall not be deemed to constitute an offer or an invitation to the public to subscribe to the Debentures. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and a recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each potential investor contemplating the purchase of any Debentures should make its own independent investigation of the financial condition and affairs of the Company and its own appraisal of the creditworthiness of the Company as well as the structure of the Issue. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of an investment to the investor's particular circumstances. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Disclosure Document or in any material made available by the Company to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Disclosure Document and the contents hereof are addressed only to the intended recipients who have been addressed directly and specifically through a communication by the Company. All potential investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those potential investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient or made public or its contents disclosed to a third person. No invitation is being made to any person other than the investor to whom this Disclosure Document has been sent. Any application by a person to whom this Disclosure Document has not been sent by the Company may be rejected without assigning any reason. You shall not and are not authorised to: (1) deliver this Disclosure Document to any other person; or (2) reproduce this Disclosure Document, in any manner whatsoever. Any distribution or reproduction or copying of this Disclosure Document in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Disclosure Document is unauthorised. Failure to comply with this instruction may result in a violation of applicable laws of India and/or other jurisdictions. This Disclosure Document has been prepared by the Company for providing information in connection with the proposed Issue. The Company does not undertake to update this Disclosure Document to reflect subsequent events after the date of this Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Company. Neither the delivery of this Disclosure Document nor the issue of any Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Company since the date thereof. This Disclosure Document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where distribution or use of such information would be contrary to law or regulation. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. This Disclosure Document is made available to potential investors in the Issue on the strict understanding that it is confidential and may not be transmitted to others, whether in electronic form or otherwise. It is the responsibility of allottees of these Debentures to also ensure that they/it will transfer these Debentures in strict accordance with this Disclosure Document and other applicable laws.

DISCLAIMER CLAUSE OF SEBI As per the provisions of SEBI (Issue and Listing of Debt securities) Regulations, 2008, as amended from time to time, a copy of this Disclosure Document has not been filed with or submitted to SEBI. It is distinctly understood that this Disclosure Document should not in any way be deemed or construed to be approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company or for the correctness of the statements made or opinions expressed in this Disclosure Document.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been filed with BSE in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. It is to be distinctly understood that submission of this Disclosure Document to BSE should not in any way be deemed or construed to mean that this Disclosure Document has been reviewed, cleared or approved by BSE, nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document. BSE does not warrant that the Debentures will be listed or will continue to be listed on BSE nor does BSE take any responsibility for the soundness of the financial and other conditions of the Company, its promoter, its management or any scheme or project of the Company.

DISCLAIMER IN RESPECT OF JURISDICTION Issue of these Debentures have been/will be made in India to investors as specified under clause “Eligible Investors” in this Disclosure Document, who have been/shall be specifically approached by the Company. This Disclosure Document is not to be construed or constituted as an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the jurisdiction of the courts and tribunals at Mumbai. This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

FORCE MAJEURE The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the application money, if any, collected from the potential investors / applicants in respect of the Issue without assigning any reason.

DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agencies have based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agencies do not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

DISCLAIMER OF THE DEBENTURE TRUSTEE

The Debenture Trustee ipso facto does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by investors for the Debentures. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Issuer has made arrangements with National Securities Depositories Limited and/or Central Depository Services (India) Limited for the issue of the Debentures in dematerialised form. The investor will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the investor with its Depository Participant. The Issuer will make the Allotment to investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money.

DISCLAIMER CLAUSE OF RBI

A license authorizing the Bank to carry on banking business has been obtained by YES Bank Limited from the Reserve Bank of India in terms of Section 22 of the Banking Regulation Act, 1949. It must be distinctly understood, however, that in issuing the license, the Reserve Bank of India does not undertake any responsibility for the financial soundness of the Bank or for the correctness of any of the statements made or opinion expressed in this connection.

DISCLAIMER CLAUSE OF THE COMPANY

The Company has certified that the disclosures made in this Information Memorandum are adequate and in conformity with SEBI guidelines and applicable RBI Guidelines in force for the time being. This requirement is to facilitate investors to take an informed decision for making an investment in the proposed Issue. The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk

SECTION 2: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document. General terms

Term Description

the Company/ the Issuer/ YBL / Bank / YES BANK

YES Bank Limited

Offer Letter / Disclosure Document / Information Memorandum

This document, as amended from time to time

Company related terms

Term Description

Auditor B S R & Co. LLP

Board of Directors/Board The board of directors of the Company or any committee thereof

Capital Raising Committee Capital Raising Committee is a committee of the Board of Directors. The terms of reference of the Capital Raising Committee empowers the Committee to raise capital by various means and do all such necessary acts, deeds, matters and things relating thereto.

Director(s) Director(s) of the Company, as may change from time to time, unless otherwise specified

Memorandum and Articles The Memorandum & Articles of Association of the Company, as amended from time to time

Issue related terms

Term Description

Act The Companies Act, 2013 as amended from time to time and applicable provisions of the Companies Act, 1956

Allotment/Allot The allotment of the Debentures

Application Form The form in which an investor can apply for subscription to the Debentures, format of which is set out in Annexure II herein

AT1 Instrument The capital instruments issued by the Bank forming part of its Additional Tier 1 Capital (as stipulated in the Basel III Guidelines)

“BASEL III Guidelines” or “RBI Guidelines”

The Term Basel III Guidelines in the Disclosure Document & Term Sheet and notes to Term Sheet refers to RBI circular on Basel III Capital Regulations vide Master Circular No. RBI/2015 -16/ 58 DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015 and Clarification issued by RBI vide Master Circular RBI/2015-16/285 DBR.No.BP.BC.71/ 21.06.201/ 2015-16 dated January 14, 2016, and amendments made thereto from time to time

Debenture Holder(s) / Beneficial Owner(s)

Holder(s) of the Debentures in dematerialized form as defined under Section 2 of the Depositories Act

Business Day / Working Day Means a day on which money markets are functioning in Mumbai

BSE BSE Limited

CDSL Central Depository Services (India) Limited

Common Equity Tier 1 Capital As per Clause 4.2.3 of the RBI circular on Basel III Guidelines, elements of Common

Term Description

Equity component of Tier 1 capital will comprise the following: (i) Common shares (paid-up equity capital) issued by the bank which meet the criteria for classification as common shares for regulatory purposes as given in Annex 1; (ii) Stock surplus (share premium) resulting from the issue of common shares; (iii) Statutory reserves; (iv) Capital reserves representing surplus arising out of sale proceeds of assets; (v) Other disclosed free reserves, if any; (vi) Balance in Profit & Loss Account at the end of the previous financial year; (vii) Banks may reckon the profits in current financial year for CRAR calculation on a quarterly basis provided the incremental provisions made for non-performing assets at the end of any of the four quarters of the previous financial year have not deviated more than 25% from the average of the four quarters. The amount which can be reckoned would be arrived at by using the following formula: EPt= {NPt – 0.25*D*t} Where; EPt = Eligible profit up to the quarter ‘t’ of the current financial year; t varies from 1 to 4 NPt = Net profit up to the quarter ‘t’ D= average annual dividend paid during last three years (viii) While calculating capital adequacy at the consolidated level, common shares issued by consolidated subsidiaries of the bank and held by third parties (i.e. minority interest) which meet the criteria for inclusion in Common Equity Tier 1 capital (refer to paragraph 4.3.2); and (ix) Less: Regulatory adjustments / deductions applied in the calculation of Common Equity Tier 1 capital [i.e. to be deducted from the sum of items (i) to (viii)].

Debentures Means the Rated Listed Perpetual Subordinated Unsecured Basel III Compliant Additional Tier I Bonds in the nature of debentures each having a face value of Rs. 10,00,000 the aggregate nominal value of INR 21,000,000,000 (Rupees Two Thousand One Hundred Crores only) with a Green Shoe option for an additional Rs. 1500 crore

(Rupees One Thousand Five Hundred Crore) issued by the Bank in terms of this Information Memorandum and the Transaction Documents, to the Debenture Holder(s) in dematerialised form

Debenture Trustee/ Trustee Means Axis Trustee Services Limited, a company incorporated under the Companies Act, 1956 with Corporate Identity Number U74999MH2008PLC182264 and having its registered office at Axis House, Bombay Dyeing Mills Compound, Pandhurang Budhkar Marg, Worli Mumbai - 400 025, in its capacity as Debenture Trustee for Debenture Holders

Debenture Trustee Agreement Trustee agreement executed or to be executed by and between the Debenture Trustee and the Company for the purposes of appointment of the Debenture Trustee to act as debenture trustee in connection with the issuance of the Debentures

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant/DP A depository participant as defined under the Depositories Act

Due Date Any date on which the Debenture Holder(s) are entitled to any payments in relation to the Debentures, whether for repayment of the Principal Amount or towards payment of coupon, subject to the conditions for payment as more particularly described under Clause 33 of Section 5.18 of the Disclosure Document.

Term Description

DP-ID Depository Participant Identification Number

DRR/ Debenture Redemption Reserve

Debenture Redemption Reserve in accordance with the provisions of the Act

ECS Electronic Clearing System

Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year

GAAP Generally Accepted Accounting Principles

Green Shoe Option Means the option of the Issuer to retain oversubscription to a maximum extent of Rs. 1500 Crore (Rupees One Thousand Five Hundred only) and issue additional Debentures against such oversubscribed amount.

Issue Private placement of the Debentures

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

NA Not Applicable

NBFC Non-banking financial company

NEFT National Electronic Fund Transfer Service

NSDL National Securities Depository Limited

PAN Permanent Account Number

Principal Amount The aggregate face value of the issued and outstanding Debentures

RTGS Real Time Gross Settlement

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

Rating Agencies Credit Analysis and Research Limited (CARE) and India Ratings & Research Pvt. Ltd. (India Ratings)

Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, as the case may be, which shall be the date falling 15(Fifteen) days prior to such Due Date

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended from time to time and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued vide circular no. SEBI/LAD-NRO/GN/2015-16/013 dated September 02, 2015, as amended form time to time

Stock Exchange BSE

WDM Wholesale Debt Market

SECTION 3: RISK FACTORS The following are the risks envisaged by the management of the Bank relating to the Bank, the Debentures and the market in general. Potential investors should carefully consider all the risk factors in this Disclosure Document for evaluating the Bank and its business and the Debentures before making any investment decision relating to the Debentures. The Bank believes that the factors described below represent the principal risks inherent in investing in the Debentures, but does not represent that the statements below regarding the risks of holding the Debentures are exhaustive. The order of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Disclosure Document and reach their own views prior to making any investment decision. If any one of the following stated risks actually occurs, the Bank’s business, financial conditions and results of operations could suffer and, therefore, the value of the Bank’s Debentures could decline and/or the Bank’s ability to meet its obligations in respect of the Debentures could be affected. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No prediction can be made as to the effect that any combination of risk factors may have on the value of the Debentures and/or the Bank’s ability to meet its obligations in respect of the Debentures. Potential investors should perform their own independent investigation of the financial condition and affairs of the Bank, and their own appraisal of the creditworthiness of the Bank. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations with respect to the Debentures. Potential investors should thereafter reach their own views prior to making any investment decision. These risks and uncertainties are not the only issues that the Bank faces. Additional risks and uncertainties not presently known to the Bank or that the Bank currently believes to be immaterial may also have a material adverse effect on its financial condition or business.

The Bank believes that the factors described below represent the principal risks inherent in investing in the Debentures, but the inability of the Bank, as the case may be, to pay principal or other amounts on or in connection with any Debentures may occur for other reasons and the Bank does not represent that the statements below regarding the risks of holding any Debentures are exhaustive. Please note that unless specified or quantified in the relevant risk factors, the Bank is not in a position to quantify the financial or other implications of any risk mentioned herein below: a. Debentures may be illiquid in the secondary market.

The Bank intends to list the Debentures on the WDM segment of BSE. The Bank cannot provide any guarantee that the Debentures will be frequently traded on the Stock Exchange and that there would be any market for the Debentures. The current trading of the Bank’s existing listed non-convertible debentures, if any, may not reflect the liquidity of the Debentures being offered through the Issue. It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. Further, the Bank may not be able to issue any further Debentures, in case of any disruptions in the securities market.

b. Rating Downgrade Risk The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Bank, there is a possibility that the rating agency may downgrade the rating of the Debentures. In such cases, potential investors may incur losses on re-valuation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms. The rating is not a recommendation to purchase, hold or sell the Debentures in as much as the ratings do not comment on the market price of the Debentures or its suitability to a particular investor. There is no assurance either that the rating will remain at the same level for any given period of time or that the rating will not be lowered or withdrawn entirely by the Rating Agency. In the event of deterioration the rating of the Debentures, the investors may have to take loss on revaluation of their investment.

c. Tax Considerations and Legal Considerations

Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment.

d. Accounting Considerations Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment.

e. Material changes in regulations to which the Bank are subject could impair the Bank’s ability to meet payments or other obligations

The Bank is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Bank or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

f. Non-Payment due to Bank’s weak capital position

Potential investors should be aware that in case the Bank’s capital falls below the regulatory requirements, it may not make the payment of the coupon due on the Debentures. The Bank can exercise the said right at an early stage of risk detection (for further details please refer to “Coupon Discretion” in Clause 54 of Section 5.18 of the Disclosure Document). In case of stress, banks can write down the principal value of the Debentures. Further, in certain circumstances, the RBI shall be entitled to determine write down of the principal value of the Debentures or require the Debentures to be converted into equity shares of the Issuer. Such risks may arise due to the Bank’s weak capital position or loan delinquencies (for more details please refer to “Loss Absorbency” in Clause 55 of Section 5.18 of the Disclosure Document).

g. Prior approval to be obtained from RBI at the time of exercise of call options Potential Investors should note that in case the Bank wishes to exercise the call option due to change in the regulatory classification of the Debentures or change in, or amendment to, the laws affecting taxation, both of which occur on or after the issue date of the Debentures, the Bank shall have to take a prior approval of RBI. It is to be noted that such approvals are not routine and are at the discretion of RBI. Further, RBI shall, before providing such approvals, thoroughly consider the financial and capital position of the Bank or any other criteria it considers or deems fit. For more details on the exercise of these options, please refer to Clause 31, Clause 32 and Clause 33 of Section 5.18 of the Disclosure Document.

h. Order of priority at the time of winding up of the Bank

In case the Bank goes into liquidation and is being wound up, then the order of priority of holders of Debentures shall be:

(i) Lower than creditors;

(ii) Higher than equity investors; For more details regarding the treatment of Debentures in the event of winding up, please refer to Clause 4 and Clause 57 of Section 5.18 of the Disclosure Document.

SECTION 4: BOARD OF DIRECTORS AND MANAGEMENT OF THE BANK BRIEF PARTICULARS OF BOARD OF DIRECTORS OF THE BANK

Sr. No

.

Name, Designation and DIN

Occupation Age Residential Address Director of the Company Since

Details of other Directorships as on date

1 Mr. Rana Kapoor – Managing Director and CEO (DIN – 00320702)

Professional Banker

59 years

427 - 428, 27thFloor, Samudra Mahal, South Wing, Dr A B Road, Worli, Mumbai – 400 018, Maharashtra, India.

November 21, 2003

• YES Securities (India) Limited

• Climate Change Association India (Section 8 Company)

2 Mr. Ajai Kumar Non Executive Non Independent Director (DIN - 02446976)

Retired - Former

chairman and

managing

director of

Corporation Bank

63 years

C-2601, Ashok Tower, Dr S S Rao Marg Opp Mahatma Gandhi Hospital, Parel East Mumbai 400012

January 29, 2016

• Nuclear Power Corporation of India Limited

3 Mr. Ashok Chawla Non-Executive Part-time Chairman (DIN - 00056133)

IAS (Retd.), Ex-

Chairman of

Competition

Commission of

India

65 years

E-11, (Mehrauli -Badarpur) Road, Saket Delhi 110017

March 5, 2016 • National Stock Exchange of India Limited

4 Lt General Dr. Mukesh Sabharwal (Retd.) Independent Director (DIN- 05155598)

Retired and

Former Lt.

General in Indian

Army

65 years

P381, ATS Green , Sector 93A, Noida. UP 201301

April 25. 2012 • IDBI Asset Management Limited

5 Mr. Brahm Dutt Independent Director (DIN 05308908)

Retired - Former

Secretary,

Ministry of Road

Transport and

Highways,

Government of

India

66 years

CII/ 2282, Vasant Kunj, New Delhi 110 070, India

July 24, 2013 • Bharat Road

Network Limited

• QRG Enterprises

Limited

6 Mr. Saurabh Srivastava Independent Director (DIN - 00380453)

Entrepreneur 70 years

C- 482, Defence Colony New Delhi 110 024 India

April 23, 2014 • CSIR-Tech Private

Limited

• IAN Mentoring

and Incubation

Services

• India Inclusive

Innovation

Investment

Management

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7 Mr. Vasant V Gujarathi Independent Director (DIN - 06863505)

Chartered

Accountant, ex-

partner of

Price Waterhouse

65 years

A - 901, 9th Floor, Vivarea building, Sane Guruji Marg, Saat Rasta, Mahalaxmi, Mumbai 400 011 Maharashtra, India

April 23, 2014 • Yes Securities

(India) Limited

Brief Biographies of the Directors: Rana Kapoor is the founder, Managing Director and Chief Executive Officer of our Bank. He holds a bachelor’s degree in economics from the University of Delhi and a master’s degree in business administration from Rutgers’ University, United States of America. Rana Kapoor has over 36 years of experience spanning across various areas of commercial and investment banking. Prior to joining our Bank, he worked with Rabo India Finance Private Limited as the managing director and chief executive officer and the main managing partner, ANZ Grindlays’ Investment Bank as the general manager and country head, and Bank of America where he headed the bank’s wholesale banking businesses and held several positions of increasing responsibility, including assignments in Asian countries. He was presented the Eagle Pin in 1990, amongst several other enterprising achievements. His term of appointment as the Managing Director and Chief Executive Officer of our Bank has been renewed for a period of three years, i.e., from September 1, 2015 to August 31, 2018. Lt. General (Dr.) Mukesh Sabharwal (Retd.) is a Non-executive Independent Director of our Bank. He holds a masters’ degree in defence study from Madras University, a master’s degree in management studies from Osmania University, Hyderabad and a master’s of military arts and science CGSC University, Kansas. He also holds a master’s degree in strategic studies from U.S. Army War College, Pennsylvania. He has 40 years of experience in the Indian army. He is a recipient of the Param Vishisht Seva Medal for distinguished services of an exceptional order, the Vishisht Seva Medal, and the Ati Vishisht Seva Medal. Lt. Gen. (Retd.) Mukesh Sabharwal has served on the Board since April 25, 2012. Brahm Dutt is a Non-executive Independent Director of our Bank. He holds a bachelor’s degree in law and holds a master’s degrees in science (physics) and arts (economics). He is a retired Indian Administrative Service officer. He has 37 years of experience as an Indian Administrative Service officer and has previously held several positions of responsibilities in the State Government of Karnataka as well as the Central Government including the position of the secretary in the cabinet secretariat and in the Ministry of Road Transport and Highways and was an advisor (energy and

highways) to Government of Karnataka from May 2011 to September 2013, besides advising several private companies on issues related to small and medium enterprises, FDI, infrastructure, highways and power. He was also associated with several government committees and task forces. Brahm Dutt has served on the Board since July 24, 2013. Saurabh Srivastava is a Non-executive Independent Director of our Bank. He holds a bachelor’s degree in technology from the Indian Institute of Technology, Kanpur and holds a master’s degree from Harvard University. He is a recipient of the distinguished alumnus award from the Indian Institute of Technology, Kanpur, honorary Doctorate in technology from University of Wolverhampton, United Kingdom, and the Data Quest Lifetime Achievement Award. He is also a recipient of the Padma Shri award. He is the co-founder and has previously held the position of chairman of the National Association of Software and Services Companies. He has previously also been on the advisory board of Imperial College Business School, London and several other Indian universities. He has served on several committees set up by the government, such as the National Innovation Council, SEBI Committee on Alternate Investment Funds, Railway Expert Committee, etc. Saurabh Srivastava has served on the Board since April 23, 2014. Vasant V Gujarathi is a Non-executive Independent Director of our Bank. He holds a bachelor’s degree in commerce from Poona University. He is also a Chartered Accountant. He has over 35 years of post-qualification experience in Price Waterhouse Coopers, being a partner with Price Waterhouse Coopers India for 22 years. He has over three decades of audit experience working with large multinational and domestic companies. Vasant V Gujarathi has served on the Board since April 23, 2014. Ajai Kumar is a Non-executive Non-independent Director of our Bank. Prior to this, he was acting as Senior Strategic Advisor of our Bank since 2014. He holds a masters’ degree in physics from the University of Allahabad. He also holds degree in law. He is a Certified Associate of Indian Institute of Bankers. Ajai Kumar has more than 40 years of experience in public sector banking industry holding leadership positions in India and overseas (New York, USA) such as the chairman and managing director of Corporation Bank, executive director of UCO Bank, and general manager and head of technology and retail banking at Bank of Baroda. As chairman and managing director of Corporation Bank, he launched SME Loan centres, agriculture business development cells, and several gold loan shoppes. Ajai Kumar has served on the Board since January 29, 2016. Ashok Chawla has been appointed as a Non-executive Independent Director of our Bank. Prior to joining our Bank, he was the Chairman of the Competition Commission of India. He holds a Masters’ Degree in Economics from the Delhi School of Economics. He subsequently joined the Indian Administrative Service. Prior to joining our Company, he headed the Sardar Sarovar Narmada multi-purpose project, and was the Economic Counselor in the Indian Embassy at Washington DC, USA. He has been a permanent secretary in several ministries of the Government of India such as Finance, Economic Affairs, and Civil Aviation. He has recently been appointed as the Chairman of Governing Council of The Energy and Research Institute, and also the National Stock Exchange of India Limited. Ashok Chawla has served on the Board since March 5, 2016. Brief biographies of our Senior Management Rajat Monga is the Senior Group President, Financial Markets and Chief Financial Officer of our Bank. He has a bachelors’ degree in technology from the Indian Institute of Technology, Delhi and a post graduate diploma on management from the Indian Institute of Management, Ahmedabad. He heads the relationship management coverage of our Indian financial institution division, international banking division and multinational corporation division and is responsible for financial markets and transaction banking group covering cash management and trade finance. He is also responsible for institutionalising best practices in all aspects of financial accounting, taxation, technology based management information systems and expense management and ensuring the integrity of all aspects of financial management in fullest compliance with our accounting standards and corporate governance policies. Rajat has experience in the areas of balance sheet management, treasury management, financial markets and product development. He joined our Bank on April 24, 2004. Amit Kumar is the Group President and Country Head, Corporate and Institutional Banking and Commercial Banking at our Bank. He has a bachelors’ degree in engineering from Birla Institute of Technology and Science, and a post graduate diploma on management from the Indian Institute of Management, Ahmedabad. He has been a part of our founding team since 2004 and is responsible for building the wholesale banking business of our Bank since its inception. He has experience in areas of corporate and investment banking. He joined our Bank on July 5, 2004.

Sanjay Palve is the Senior Group President and Senior Managing Director, Wholesale Banking, Government Relationship Management, Food and Agribusiness Research Management and Strategic Initiatives and Government Advisory at our Bank. He has a bachelors’ degree in engineering and management studies, both from the University of Mumbai. He has experience in the area of banking with a demonstrated track record in leading large financial business such as corporate banking, project finance, structured finance and financial restructuring. He joined our Bank on December 1, 2004. Devamalya Dey is the Group President, Audit and Compliance at our Bank. He has a bachelors’ degree in commerce from the University of Calcutta. He is also a qualified Chartered Accountant. He has experience in areas of operations, audit and compliance and fraud investigation. He joined our Bank on November 1, 2006. Deodutta R. Kurane is the Group President, Human Capital Management and Infrastructure and Network Management at our Bank. He has a bachelors’ degree in commerce from the University of Poona and a post graduate diploma in induatrial relations and wefare (personnel management) from the Xavier Labour Relations Institute. He is experienced in the area of human resources. He joined our Bank on March 1, 2007. Ashish Agarwal is the Group President and Chief Risk Officer, at our Bank. He has a bachelors’ degree in technology from the Indian Institute of Technology, Kanpur, and a post graduate diploma in computer aided management from the Indian Institute of Management, Calcutta. He has experience in areas of commercial and investment banking in financial services, including structured and project finance, syndications and 167 underwriting, high yield and distress asset investments, credit ratings, credit research and risk management. He joined our Bank on March 17, 2009. Namita Vikas is the Senior President and Chief Sustainability Officer at our Bank. She has a diploma from the Swedish Institute Management Program. Namita Vikas has experience in areas of corporate social responsibility, public affairs, communication and policy advocacy. She joined our Bank on May 10, 2012. Pralay Mondal is the Senior Group President, Branch, Retail and Business Banking at our Bank. He has a bachelors’ degree in technology from the Indian Institute of Technology, Kharagpur and post graduate diploma in management from the Indian Institute of management, Calcutta. He has experience in the areas of marketing, sales, product, business profit and loss management in the fast moving consumer goods, office automation and banking. He joined our Bank on June 20, 2012. Neelesh Sarda is the Senior President and Head, Compliance at our Bank. He has a bachelors’ degree in commerce from the University of Mumbai. He is also a Chartered Accountant registered with the ICAI. He joined our Bank on November 19, 2014, but had earlier worked with us for over six years as Senior President and Country Head. Padmanabhan Kumar is the Chief Operating Officer and Senior Group President, Operations and Service Delivery at our Bank. He joined our Bank on November 2, 2015, but had earlier worked with us as Country Head for over 3 years. Jaideep Iyer is the Group President, Financial Management at our Bank. He has a bachelors’ degree in engineering from the University of Rajasthan and a post graduate diploma in management from the Indian Institute of Management, Ahmedabad. He joined our Bank on August 7, 2004. Arun Agrawal is the Group President and Global Head, International Banking and Multinational Corporations Relationships Banking at our Bank. He has a bachelors’ degree in engineering from the University of Delhi and a masters’ degree in management studies from the University of Mumbai. He has experience in the areas of business development, credit ratings and market analytics. He joined our Bank on October 27, 2005. Surendra Jalan is the Group President, Indian Financial Institutions at our Bank. He is a qualified Chartered Accountant. He has a bachelors’ degree in commerce from the University of Calcutta and a certification from the Institute of Cost and Works Accountants of India. He is also a fellow member of the Institute of Company Secretaries of India and the Institute of Chartered Accountants of India. He has experience in areas of treasury, corporate and institutional banking, rural and agriculture banking. He joined our Bank on November 7, 2005. Shubhada Rao is the Group President and Chief Economist at our Bank. She has a bachelors’ and masters’ degree in arts (economics) from the University of Bombay. She joined our Bank on February 6, 2006.

Chitra Pandeya is the Group President and Country Head, SA Liabilities, Cards, and Direct Banking at our Bank. She has a masters’ degree in management studies from the University of Bombay. She is experienced in product management. She joined our Bank on February 18, 2012. Anup Purohit is the Senior President and Chief Information Officer, Technology and Solutions Group. He has a bachelors’ degree in engineering (electronics engineering) from the University of Bombay. He joined our Bank on January 8, 2015. Sanjay Nambiar is the Group President and General Counsel, Legal Risk Management at our Bank. He has a bachelors’ degree and masters’ degree in law from the University of Calicut. He joined our Bank on December 15, 2010. Neeraj Dhawan is the Group President and Chief Risk Officer Retails and Business Banking, Risk Management. He has a bachelors’ degree in commerce from the University of Calcutta. He is a Chartered Accountant registered with the ICAI and a Company Secretary registered with the ICSI. He has also passed the final examination held by the Institute of Cost and Works Accountants of India. He joined our Bank on November 2, 2015. Rajan Pental is the Group Head Retail Lending at our Bank. He has a post graduate diploma in management from the Indian Institute of Business Management, Patna. He joined our Bank on November 2, 2015. Amit Sanan is Group President & Country Head for Mid-Corporate Banking. He has more than 20 years of corporate banking experience in the areas of relationship management, structured financing and commercial banking and has previously worked with Standard Chartered, DSP Merill Lynch, Rabo India Finance and American Express. He has completed his Bachelors in Engineering from Punjab Engineering College, Chandigarh and PGDM from IIM-Ahmedabad. He joined our Bank on August 22, 2016. Amresh Acharya is Group President and Head – Global Indian Banking. He has more than 23 years of experience in the banking and finance industry and has worked with ANZ Bank Singapore, as Head of Private Wealth Distribution, Singapore leading the South East Asian markets, the NRI business and the Expat business; World Gold Council; RBS Coutts Bank; Singapore; Deutsche Bank; HDFC Bank; and ANZ Grindlays Bank. He joined our Bank on October 20, 2016.

SECTION 5: DISCLOSURES AS PER SEBI REGULATIONS This Disclosure Document is prepared in accordance with the provisions of SEBI Regulations and the Act and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Regulations.

5.1 Documents Submitted to the Exchange The following documents have been / shall be submitted to BSE:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Copy of the Board /Capital Raising Committee Resolution authorizing the borrowing and list of authorized signatories;

E. Copy of the resolution passed by the shareholders of the Company on June 6, 2015, authorising the Board of Directors to borrow, for the purpose of the Company, upon such terms as the Board may think fit, up to an aggregate limit of Rs. 50,000 crores (Rupees Fifty Thousand Crores only);

F. Copy of the resolution passed by the shareholders of the Company on June 7, 2016 authorising the Board of Directors to issue non-convertible debentures on a private placement basis for a period of 1 year, up to an aggregate limit of Rs. 10,000 crore (Rupees Ten thousand crores only);

G. Any other particulars or documents that the BSE may call for as it deems fit.

5.2 Documents Submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Latest audited / limited review half yearly consolidated (wherever available) and standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any;

E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities, comply with the provisions of the listing agreement entered into with the Stock Exchange and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued vide circular No. SEBI/LAD-NRO/GN/2015-16/013 dated September 02, 2015, as amended form time.

F. Copies of the resolution passed by the shareholders of the Company under Section 180(1)(c) of the Act and omnibus resolution under Section 42 of the Act.

5.3 Issuer Information

Name of the Issuer: YES Bank Limited Registered Office of Issuer: Nehru Centre, 9th Floor, Discovery of India Building,

Dr. Annie Besant Road, Worli, Mumbai 400 018 Corporate Office of Issuer: Nehru Centre, 9th Floor, Discovery of India Building,

Dr. Annie Besant Road, Worli, Mumbai 400 018 Compliance Officer of Issuer: Mr. Shivanand R Shettigar Address IFC Tower II, 17th Floor,

Elphinstone (W), Senapati Bapat Marg,

Mumbai 400013 Email: [email protected] CFO of the Issuer: Mr Rajat Monga

Address IFC Tower II, 19th Floor, Elphinstone (W) Senapati Bapat Marg,

Mumbai 400013 Corporate Identification Number: L65190MH2003PLC143249 Phone No.: +91 (22) 33669000 Fax No.: +91 (22) 24214507 Website of Issuer: www.yesbank.in

Auditors of the Issuer: B S R & Co. LLP

5th Floor Lodha Excelus Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011

Trustee to the Issue: Axis Trustee Services Limited Address: 2nd Floor-E, Axis House, Bombay Dyeing Mill Compound, P.B.

Marg, Worli, Mumbai-400025 Tel: +91 (22) 24255215 Fax: +91 (22) 24254200 Email: [email protected]

Registrar to the Issue: Link Intime India Pvt. Ltd. Address: C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (W),

Mumbai -400078 Phone No.: +91 (22) 25963838 Fax No.: +91 (22) 25946969 Email: [email protected]

Credit Rating Agencies of the Issue: Name: Credit Analysis and Research Limited Address: 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Sion East, Mumbai 400 022 Contact Person: Mr. Vijay Agrawal Telephone No: +91 (22) 67543416 Fax: +91 (22) 67543457 Name: India Ratings & Research Pvt. Ltd. Address: Wockhardt Tower, Levvel 4, West Wing, Bandra Kurla Complex,

Bandra (E), Mumbai – 400 051 Contact Person: Mr. Sandeep Singh, Senior Director Telephone No: +91 (22) 40001700 Fax: +91 (22) 40001701

5.4 A brief summary of business / activities of the Issuer and its line of business

A. Overview

BUSINESS OVERVIEW YES BANK provides a comprehensive range of banking services across retail and corporate customers. Client-focused Corporate Banking and Commercial Banking Services, include Working Capital Finance, specialised Corporate Finance, Trade, Cash Management & Transactional Services, Treasury Services, Investment Banking Solutions and Liquidity Management Solutions to name a few. In addition, Retail Banking Services includes a wide array of both asset and

liability / deposit products to cater to the needs of customers. YES BANK is committed to providing innovative financial solutions by leveraging on superior product delivery and highest standards of service excellence. RELATIONSHIP CAPITAL Corporate Finance YES BANK's Corporate Finance division offers a combination of advisory services and customized products to assist clients in obtaining superior financial returns and minimizing risk based on "Knowledge Arbitrage". YES BANK's Corporate Finance practice focuses on providing diversified product offerings catering to specific industry verticals that meet the precise requirements of customers. YES BANK successfully provides Infrastructure Banking and Project Finance (IBPF), Structured Finance, Realty Banking, Project Advisory & Syndications and Private Equity (PE). Corporate Banking The Bank’s Corporate Banking division provides comprehensive financial and risk management solutions in the highly competitive market of large corporates with a turnover of generally more than INR 1500 Crores. YES BANK’s highly qualified professional relationship experts have built strong value based long term relationships with top management and the promoters of almost all large corporate houses in India. Corporate Banking, coupled with the deep rooted knowledge of the underlying market dynamics, strong structuring and distribution capabilities of the Debt Capital Market (DCM) group has been able to establish YES BANK as an underwriter/arranger of choice among private issuers including many large corporate houses in India. Emerging Corporates Banking By continuously evolving the sector-specific products and services, YES BANK paves the path for a brighter future for Emerging Corporates. At YES BANK, through the foresight and collective knowledge of many minds the Emerging Corporates Banking (ECB) team has been institutionalized nationally to service the needs of today’s growth focused, fast-paced enterprises with an annual turnover generally in the range of INR 500 crores and INR 1,500 crores focusing on client companies in the “high-octane” middle market segment. Commercial Business Banking YES BANK’s CBB team serves corporate with turnovers in the range of INR 100 crores to INR 500 crores providing them with superior banking services based on the differentiated Knowledge Banking philosophy. The team comprises of bankers and industry experts who provide best-in-class banking solutions to our clients. Multinational Corporate Banking At YES BANK, we understand the financial needs of Multinational Corporations in their plans to increase their footprint in the Indian market. Our 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”. The Bank has also established privileged banking relationships with various Embassies providing them with Foreign Exchange solutions, Cash management and investment management offerings amongst others. Government Banking The Government Banking (GB) team at YES 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. the GB group has developed robust relationships with over 600 entities across India. The GB Group is committed to the core values of client origination, innovation and a superior service experience that exemplifies all businesses at the Bank.

Indian Financial Institutions Banking Indian Financial Institutions Banking (IFIB) group is YES BANK’s face to the key domestic financial institutions across the nation including banks (Public and Private), Non-Banking Finance Companies, Housing Finance Companies, Insurance Companies, Mutual Funds, Financial Institutions, Co-operative & Regional Rural Banks (RRBs); and capital market participants including Stock Exchanges, Stock Brokers, Commodity Brokers, Private Equity Funds, Provident Funds, Primary Dealers and Depositories. To ensure long term mutually beneficial relationships we customise solutions that bring greater efficiency of banking service utilisation at clients end. International Banking YES-International Banking group offers a complete suite of products including Debt, Trade Finance, Treasury Services, Investment Banking Solutions, Financial Advisory and Global Indian Banking to its international customers. Keeping in mind the overseas growth ambitions of its clients, YES BANK has created a far reaching network with almost 850 international banks, financial institutions and official bodies across the globe. YES-International Banking continues to assist in raising large-ticket offshore borrowings for the Bank and has negotiated overseas trade transactions for YES Bank’s key corporate clientele. Branch Banking YES BANK believes in providing a seamless banking experience to all its customers through its high quality, state-of-the-art branch infrastructure backed by cutting-edge technology and a customer-centric approach. YES BANK’s branches are highly accessible and facilitate warmth, coherent communication and a consistent customer experience across all locations. In fact, the Bank has been successful in ensuring that its branches have transcended to the next level of serving as Community Centres facilitating community engagement, rather than merely being touch points. Currently, YES BANK’s customers are being served through an extensive branch network, comprising 950 branches as well as over 1750 ATMs across all 29 States and 7 Union Territories of India. YES 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. Business Banking YES BANK supports Small and Emerging businesses which are the growth engines of our 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 of Small & Medium Businesses in identified sectors generally with a turnover up to INR 100 crores. To actualise this strategy and improve the flow of credit to Micro & Small Enterprises, YES BANK has also institutionalised a separate business sub vertical i.e. Emerging Business Banking (EBB), which focuses on entities with an annual turnover of up to INR 20 crores. Retail Banking In line with its objectives of building Quality, Granularity and Profitability in the Loans portfolio, YES BANK has launched a number of retail banking asset products in 2015-16 and completed its Retail Assets product suite. YES BANK’s customers can select from a wide range of Retail Loan products like Secured Business Loans, Car Loans, Super Bike Loans, Commercial Vehicle Loans, Construction Equipment Loans, Loans Against Securities, Gold Loans, Personal Loan and Home Loans. YES BANK is focusing on designing superior products for tapping the affordable housing segment. YES BANK has designed a ‘Hub-Spoke’ model for aggressive market penetration which covers 130 key locations across the country. YES BANK continues to harness Priority Sector Lending (PSL) opportunities, Digitization and seamless lending process, building a granular portfolio and obtain better yields. Product Capital YES BANK, since inception has invested in creating comprehensive and full-fledged product solutions to cater to the entire banking requirements of the Bank’s target clients/ segments. The Bank’s product capital is driven by senior

product experts with deep rooted understanding of clients’ business, product structuring skills, regulations supported by strong technology & operations platforms and relationships with various counter parties. Transaction Banking YES BANK has expanded the scope of customer service right from transaction execution to information facilitation, serving the core objective of optimal management of all operational, administrative and regulatory activities. The Transaction Banking Group at YES BANK is a core product group focused on “Financial Supply Chain Management” of corporates and broadly consists of four specialized product domains namely:

• Cash Management Services

• Liabilities, Cards and Direct Banking Services

• Trade Finance Services • Capital Markets, Escrow Account and Securities

Services

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. YES 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 other market risks and providing relevant product offerings. Investment Banking YES BANK’s subsidiary YES Securities (India) Limited (‘YES Securities’) offers Investment Banking services based on a balanced mix of domestic and cross-border Mergers and Acquisitions (‘M&A’), Joint Venture Advisory Services, Private Equity Placement as well as Merchant Banking Services across select industry verticals. The enviable crossborder Mergers and Acquisitions (M&A) practice built over the years, has led to the development of a deep network of relationships with Banks, Investment Banks and Advisory Boutiques in countries across Asia, Europe, Africa and the Americas. As an integral part of the cross border M&A Advisory, YES Securities also plays a pivotal role in assisting clients raise acquisition finance from leading Indian and International financial institutions. Knowledge Banking YES BANK has established key knowledge verticals across sunrise sectors of the Indian economy. YES BANK Product and Relationship Groups leverage Knowledge Capital as one of the key differentiators to develop innovative solutions to reinforce long-term and sustainable partnerships with its stakeholders. A Knowledge driven focus has been institutionalised as a key ingredient in all internal and external processes of YES 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. YES BANK focuses on developing in-depth knowledge base for the future businesses of India such as Food & Agribusiness, Healthcare & Life Sciences, Education & Social Infrastructure, Media & Entertainment, Communications & Technology, Environment & Renewable Energy, Infrastructure and Retailing amongst others. YES BANK in-depth knowledge of emerging sectors has enabled it to deliver efficient and customized banking solutions to these core and sunrise sectors, thereby playing a significant part in driving the economic growth of our country. YES BANK also publishes regular reports / newsletters on developments in these sectors to further enhance our Knowledge Banking led approach and serve as a key source of insights to clients, industry associations and policy makers Responsible Banking YES BANK, since its inception in 2004, has believed in creating sustained value for its stakeholders, through social, economic and environmental dimensions. YES BANK’s ‘Responsible Banking’ ethos, through pioneering initiatives that integrate sustainable development into its core business strategy, has striven to take a leadership role in delivering positive socio-economic impact on the ground and create a mindset shift in the sector’s approach to growth. Using the

triple-bottom-line ethos a strategic differentiator, the Bank has adopted a robust sustainability framework to not only mitigate risk but also identify viable opportunities in hitherto un-served/under-served markets. Integrated with core business strategy, Responsible Banking steers the sustainable development agenda at YES BANK, through its pathways of Social & Development Impact, Climate Action and Transparency & Disclosures. YES BANK formulated a home-grown Environment & Social Policy (ESP), dovetailing indigenous principles with global frameworks and standards such as the IFC’s Performance Standards on Environmental and Social Sustainability, to help assess non-financial risk in its portfolio and potential risk from repeat and new business. Integrated within the Bank’s Credit Risk Policy, the ESP incorporates environmental and social considerations into its overall project assessment and lending decisions. The Bank also proactively pursues untapped markets across the sustainability spectrum including renewable energy, energy efficiency, social infrastructure and social impact projects focussing on skill development, environment sustainability and livelihood and water security among others. YES BANK has emerged as key Indian voice at global platforms to address necessary change. As signatories to key global coalitions, such as the UNEP Finance Initiative (UNEP FI), UN Global Compact, the Natural Capital Declaration and CDP, the Bank has put forth the Indian viewpoint on pertinent issues such as climate change, responsible finance and natural capital. The Bank also responds to the CDP Climate Change disclosure request and is the only financial institution to be listed in the Carbon Disclosure Leadership Index (India) for 5 consecutive years. Taking its climate action commitment ahead, YES BANK has established processes and systems to mitigate emissions and achieving resource consumption optimisation. It is the first Indian bank, to be ISO 14001:2004 certified, an environment management system, with 184 locations certified currently, and is moving forward to adopt the revised standard Continuing to be a benchmark for transparency and triple bottom line accounting and reporting, YES BANK reports on its triple bottom line performance through its annual Sustainability Report, with adherence to the GRI G4 guidelines. The report is externally assured, and also serves as the Communication on Progress for UNGC principles at an Advanced level. YES BANK continues to be the only Indian bank to be listed on the DJSI Emerging Markets Index 2016 for two consecutive years. Process, Service & Technology Overview To transform customer experience in the banking industry, YES BANK has leveraged on state-of-the-art technology and Innovative practices. Along with Branches various mission critical back-end functions including, Quality Assurance, Technology Solutions Group, Risk Management, Internal Audit and Human Capital function work seamlessly to deliver a world-class banking experience. Business Processes - Creating a Quality Organisation In recognition of the Bank’s strategic intent, YES BANK imbibes a culture of professional entrepreneurship where every employee plays an important role in the Bank’s growth. YES BANK incorporates highly professional practices into its business processes to generate added efficiencies and long-term growth. These processes ensure a culture of continuous improvement through ongoing feedback from employees as well as customers. The Service Quality Strategy YES 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 the Bank implement Next Practices across products, services and channels. The Quality Assurance unit draws upon quality methodologies practiced 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, ISO 9001 & ISO 10002 are being driven across business units of the Bank.

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. External & Internal Service Delivery i.e. Customer Satisfaction level at YES BANK is measured using Dashboards, Voice of the Customer (VOC), Branch Service Committee Meetings, Sigma Score Cards and External/Internal Customer Satisfaction Surveys. 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. YES BANK has received certification for its “Customer Service - Complaints Management System (ISO 10002: 2004)”. YES 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 the standard on the process of handling complaints related to products & services within the Bank. Information Technology As a new generation Bank, YES BANK has deployed “Technology” as a Strategic Business enabler – to build a distinct competitive advantage and to achieve superior standards of Customer Service. YES BANK Technology team focuses on enabling innovative, timely, effective and efficient solutions to make YES 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.

YES 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 YES BANK addresses risks and secures systems that are vital to business operations. Human Capital Management At YES BANK, we foster a leadership mindset that embraces meritocracy as a vital force to reward performance and exceptional competency. Executives are offered fast track career progression opportunities through cross functional time bound strategic assignments, job rotations and need based cross business transfers, developing their functional, managerial and leadership capabilities. We strongly drive and internalize the institutional character of the Professionals’ Bank of India, and demonstrate our key organizational values of Integrity, Pride, Credibility, Respect, Ownership, Professionalism, Innovation, Agility & Speed. Subsidiary The Bank has only one Subsidiary “YES Securities (India) Limited” which was incorporated as a wholly owned subsidiary, on March 14, 2013. This subsidiary is engaged in the broking business. The authorized capital of the subsidiary is Rs. 50 Crore and paid-up capital of the subsidiary is Rs. 50 Crore.

B. Corporate Structure

C. Key Operational and Financial Parameters for the last 3 Financial Years (Audited) STANDALONE

(Rs in Crore)

S. No. Parameters Half Yearly Ended

Sep 30, 2016

FY 2015-2016 FY 2014-2015

FY 2013-2014

(Unaudited) (Audited) (Audited) (Audited)

1 Share Capital 422 421 418 361

2 Reserves & Surplus 14,949 13,366 11,262 6,761

3 Net worth 15,370 13,787 11,680 7,122

4 Deposits 128,024 111,720 91,176 74,192

5 Borrowings** 34,589 31,659 26,220 21,314

6 Total Debt 162,612 143,379 117,396 95,506

- Non Current Maturities of Long Term Borrowing

23,858 21,518 16,629 10,111

- Short Term Borrowing 6,695 6,692 7,648 9,320

- Current Maturities of Long Term Borrowing

4,035 3,449 1,943 1,883

7 Advances 110,216 98,210 75,550 55,633

8 Investments 49,574 48,838 43,228 38,425

9 Net Fixed Assets 545 471 319 293

10 Interest Income 7,957 13,533 11,572 9,981

11 Interest Expense 5,194 8,967 8,084 7,265

12 Total Income 9,745 16,246 13,618 11,703

13 Total Expenditure (interest expenses + operating expenses)

7,052 11,943 10,369 9,015

14 Operating Profit 2,693 4,302 3,250 2,688

15 Provisioning & Write-offs 1,159 1,763 1,244 1,070

16 Profit After Taxation (“PAT”) 1,533 2,539 2,005 1,618

17 Gross NPA to Gross Advances (%) 0.83% 0.76% 0.41% 0.31%

18 Net NPA to Net Advances (%) 0.29% 0.29% 0.12% 0.05%

19 Capital Adequacy Ratio (%)* 14.1% 16.5% 15.62% 14.35%

20 Tier I Capital Adequacy Ratio (%) 9.2% 10.7% 11.48% 9.79%

21 Tier II Capital Adequacy Ratio (%) 4.9% 5.7% 4.14% 4.56%

22 Return on Assets (%) 1.7% 1.7% 1.64% 1.55%

23 Earnings Per Share (Basic) (in Rs.) 72.83 60.6 49.34 44.92

24 Non-Current Assets NA NA NA NA

25 Cash & Cash Equivalents NA NA NA NA

26 Current Investments NA NA NA NA

27 Current Assets NA NA NA NA

28 Current Liabilities NA NA NA NA

29 Assets under Management NA NA NA NA

30 Off Balance Sheet Assets 376,669 331,239 337,299 201,017

*Capital Adequacy Ratio is as per Basel III norms **Maturity Profile of Borrowings:

30 September 2016 31 Mar 2016 31 Mar 2015 31 Mar 2014

Upto 1 Year 10,730 10,141 9,591 11,204

1-3 Years 4,916 6,781 5,852 2,686

3-5 Years 3,849 2,768 2,021 564

More than 5 Years 15,094 11,969 8,756 6,860

Total 34,589 31,659 26,220 21,314

CONSOLIDATED

(Rs in Crore)

S. No.

Parameters FY 2015-2016 FY 2014-2015 FY 2013-2014

(Audited) (Audited) (Audited)

1 Share Capital 421 418 361

2 Reserves & Surplus 13,342 11,248 6,755

3 Net worth 13,763 11,666 7,116

4 Deposits 111,704 91,159 74,186

5 Borrowings 31,659 26,220 21,314

6 Total Debt 143,363 117,379 95,500

- Non Current Maturities of Long Term Borrowing 21,518 16,629 10,111

- Short Term Borrowing 6,692 7,648 9,320

- Current Maturities of Long Term Borrowing 3,449 1,943 1,883

7 Advances 98,210 75,550 55,633

8 Investments 48,788 43,193 38,408

9 Net Fixed Assets 475 322 297

10 Interest Income 13,533 11,572 9,981

11 Interest Expense 8,965 8,083 7,265

12 Total Income 16,263 13,620 11,703

13 Total Expenditure (interest expenses + operating expenses) 11,970 10,378 9,021

14 Operating Profit 4,292 3,242 2,682

15 Provisioning & Write-offs 1,763 1,244 1,070

16 Profit After Taxation (“PAT”) 2,530 1,997 1,611

17 Gross NPA to Gross Advances (%) 0.76% 0.41% 0.31%

18 Net NPA to Net Advances (%) 0.29% 0.12% 0.05%

19 Capital Adequacy Ratio (%) 16.5% 15.6% 14.4%

20 Tier I Capital Adequacy Ratio (%) 10.8% 11.5% 9.8%

21 Tier II Capital Adequacy Ratio (%) 5.7% 4.1% 4.6%

22 Return on Assets (%) 1.7% 1.6% 1.6%

23 Earnings Per Share (Basic) (in Rs.) 60.39 49.15 44.74

24 Non-Current Assets NA NA NA

25 Cash & Cash Equivalents NA NA NA

26 Current Investments NA NA NA

27 Current Assets NA NA NA

28 Current Liabilities NA NA NA

29 Assets under Management NA NA NA

30 Off Balance Sheet Assets 331,239 337,299 201,017

*Capital Adequacy Ratio is as per Basel III norms Gross Debt: Equity Ratio of the Company:

Rs. in Crore

Pre-Issue Post Issue of Bonds*

Particulars As at Sep 30, 2016 As at Sep 30, 2016

Borrowings

- Short Term Debt 10,730.11 10,730.11

- Long Term Debt 23,858.42 26,858.42

Total Debt (A) 34,588.52 37,588.52

Shareholders’ Funds

Share Capital 421.66 421.66

Reserves 14,948.54 14,948.54

Total Shareholders’ Funds (B) 15,370.20 15,370.20

Long Term Debt / Equity Ratio 1.55 1.69

*For Issue size of Rs 3,000 Cr AT1 Bonds

Previous period figures have been regrouped /reclassified wherever necessary to confirm to current period classification.

D. Project cost and means of financing, in case of funding new projects: NA

5.5 Brief history of Issuer since its incorporation giving details of its following activities:

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 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. 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 Gazette of India (PART III – Section 4) on August 16, 2004. On 14 March 2013, YES Securities (INDIA) Limited was incorporated, as a wholly owned subsidiary of YES Bank Limited.

A. 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 Rs 553 million, ROA 2%

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

Oct '06 Raised Rs 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 Rs.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

Mar’07 Raised Rs. 1.98 billion of Upper Tier II capital

Mar’07 FY 2007 profits at Rs. 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 Rs 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 Rs 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 (Rs 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 Rs 300 Crore of Subordinated Lower Tier II Debt

Jan’10 Raised Rs 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

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, ShriPranab Mukherjee

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

Aug’10 Raised Rs 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 Rs 321.5 Crore Lower Tier II Subordinated debt

Sep’11 Launch of YES BANK - National CFO Forum

Oct’11 Raised Rs 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 Rs 150 Crore Tier I Perpetual debt

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

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

Apr 2012 Announcement of Dividend at 40%

Sep'12 Received RBI approval to launch Securities Broking business

Dec '12 Strategic alliance with American Express to offer AMEX Cards to its customers

Jan'13 Signed MoU with IFC to set up Private Equity fund for development in North East India

Mar'13 Awarded the Best Managed Bank in India (2011-2013) by The Asian Banker

Mar'13 Launch of Business Today - YES BANK Emerging Corporates Awards

Apr'13 Launch of Sustainability Series to promote Sustainable Finance in India

May'13 MoU with IFC to boost International Trade opportunities

Jun '13 Recommends Dividend for FY 13 at 60%

Aug’13 Retail Banking footprint expands to 500 branches covering all 28 states and 7 Union Territories across India

Sep’13 Raised USD 255 million in Dual Currency, Multi-tenor Syndicated Foreign Currency Loan Facility

Mar’14 First Bank in India to receive the Business Excellence Trophy at the prestigious IMC Ramkrishna Bajaj National Quality Awards

May’14 Raised USD 500 Million through a Global Qualified Institutional Placement

Jun’14 Recommends Dividend for FY14 at 80%

Sep’14 Received the ‘Best Transaction Bank for Payments by The Banker’s Transaction Banking Awards, London

Oct’14 Raised USD 422mn Dual Currency Multi-tenor Syndicated Loan Facility

Dec’14 Raised USD 200mn Unsecured Loan from Asian Development Bank for on lending to MSMEs, Agribusiness and Women Self Help Groups

Jan’15 Signed MoU with OPIC, US Government’s Development Finance Institution, and Wells Fargo for financing Small Businesses for upto US$ 220 Mn

Feb’15 Launched India’s first Green Infrastructure Bond issue of INR 500 Cr plus green shoe option

Feb’15 Partnered with the Ministry of New and Renewable Energy (MNRE), Govt. of India, for RE-INVEST 2015, India’s first Renewable Energy Global Investors Meet & Expo

Apr’15 Received multiple accolades at The Asian Banker Awards, 2015 - “Best Trade Finance Bank in India”, “Best Corporate Finance Trade Deal in India”, “Best Cash Management Project in India “and “Enterprise Risk Technology Implementation of the Year”

Apr’15 Launched International Banking Operations with the inauguration of Representative office at Abu Dhabi, U.A.E.

Jun’15 Recommends Dividend for FY15 at 90%

Jun’15 Raised INR 554.2 Crs by issuing Basel III compliant Tier 2 Bonds

Jun ’15 Received approval from the Reserve Bank of India to undertake Primary Dealership business

Jun ’15 Recognized for Outstanding Business Sustainability Achievement at The Karlsruhe Sustainable Finance Awards, Germany for The Third Year in a Row

Jul ’15 Received approval from the Reserve Bank of India for setting up of an IFSC Banking Unit in GIFT City Gujarat.

Aug ’15 IFC invested USD 50 million in YES Bank’s Green Infrastructure Bonds

Oct ‘15 The only Indian Bank to be included in Dow Jones Sustainability Index in New York

Dec ‘15

On the occasion of 2015, Paris Climate Conference, YES BANK committed to target mobilizing USD 5 billion towards climate finance in India by 2020 Signed loan agreements totaling USD 265 Mn with OPIC, the US Government’s Development Finance arm and Wells Fargo to increase lending to Micro, Small and Medium Enterprises (MSMEs)

Dec ‘15 Raised INR 1500 Crs by issuing Basel III compliant Tier 2 Bonds

Jan ‘16 Won multiple awards in the prestigious Business Today – KPMG India’s Best Banks Survey including Best Mid sized Bank (Overall), Best Mid sized Bank (Quality of Assets) and Best Mid sized Bank (Growth)

Jan ‘16 Raised INR 1300 Crs by issuing Basel III compliant Tier 2 Bonds in two tranches

Jan ‘16 Received multiple awards in the prestigious Business Today – KPMG India’s Best Banks Survey in January 2016 including Best Mid Sized Bank (Overall), Best Mid Sized Bank – Quality of Assets and Best Mid Sized Bank – Growth

Mar’16 Raised INR 545 Crs by issuing Basel III compliant Tier 2 Bonds

Apr ‘16 Signed USD 50 Million loan agreement with IFC, Washington to lend to Women-owned businesses.

Jun ‘16 Recommends Dividend for FY16 at 100 %

Jun ‘16 Received RBI approval post approval from the CCEA (Govt. of India) to raise its Foreign Investment Limit to 74%

July ‘16 Received an in-principle approval from the Securities & Exchange Board of India (SEBI) to sponsor a Mutual Fund and to setup an Asset Management Company (AMC), and a Trustee Company

Sep’16 Raised INR 2135 Crs by issuing Long Term Infra Bonds

Oct ‘16 FMO, the Dutch Development Bank signed definitive agreement with YES BANK to invest USD 50 Million in YES BANK’s Green Infrastructure Bond

Nov ‘16 YES BANK’s IFSC Banking Unit in Gujarat International Finance Tec City (GIFT) generated $650 Mn worth of business outstanding (Customer Assets)

B. Details of Share Capital as on September 30, 2016:

Share Capital Rs./Crs.

Authorised Share Capital: Equity ( Face Value Rs. 10/-) Preference ( Face Value Rs. 100/-)

800

600 200

Issued, Subscribed and Fully Paid- up: 42,16,59,213 equity shares of Rs.10/- each

422

C. Changes in its capital structure as on September 30, 2016, for the last 5 years:

Date of Change / allotment Rs.

(issued, subscribed and paid up Equity ] Particulars

April 6, 2011 74,49,750 ESOP Allotment

May 6, 2011 8,66,250 ESOP Allotment

June 9, 2011 16,36,700 ESOP Allotment

July 8, 2011 92,14,950 ESOP Allotment

August 9, 2011 125,69,000 ESOP Allotment

September 9, 2011 72,51,000 ESOP Allotment

October 5, 2011 45,67,100 ESOP Allotment

November 4, 2011 25,97,200 ESOP Allotment

December 9, 2011 16,76,500 ESOP Allotment

January 6, 2012 34,32,750 ESOP Allotment

February 9, 2012 38,65,800 ESOP Allotment

March 16,2012 32,76,000 ESOP Allotment












March 8, 2013 15,54,000 ESOP Allotment












March 7, 2014 66,500 ESOP Allotment



June 5, 2014 53,49,22,720 Qualified Institutions Placement












May 12, 2015 441,970 ESOP Allotment

June 23, 2015 671,150 ESOP Allotment







November 9, 2015 813,000 ESOP Allotment

November 25, 2015 567,000 ESOP Allotment















July 9, 2016 696,460 ESOP Allotment

July 20, 2016 531,600 ESOP Allotment

August 10, 2016 563,000 ESOP Allotment

August 24, 2016 724,280 ESOP Allotment


D. Equity Share Capital History of the Company as on September 30, 2016, for the last 5 years:

Refer Annexure VII

E. Details of any Acquisition or Amalgamation in the last 1 year: None

F. Details of any Reorganization or Reconstruction in the last 1 year: None

5.6 Details of the shareholding of the Company as on September 30, 2016:

A. Shareholding pattern of the Company

S. No.

Name of Shareholder Total No of Equity Shares

Number of shares held in

dematerialised Form

Total Shareholding as

% of total number of

equity shares

1. Promoter & Promoter Group 92142450 92142450 21.85

2. Mutual Funds 43827343 43827343 10.39

3. Foreign Portfolio Investors 179739387 179739387 42.63

4. Financial Institutions/Banks 669769 669769 0.16

5. Insurance Companies 53070912 53070912 12.59

6. Individuals holding nominal share capital upto Rs. 2 lakhs

24668548 24552049 5.85

7. Individuals holding nominal share capital in excess of Rs. 2 lakhs

9979885 9759885 2.37

8. NBFCs registered with RBI 216942 216942 0.05

9. Bodies Corporates 10214940 10214940 2.42

10. Trusts 560148 560148 0.13

11. Clearing Members 3451381 3451381 0.82

12. Non Resident Indians 1407002 1407002 0.33

13. Non Resident Indians-Non Repatriable 584789 584789 0.14

14. Foreign Nationals 671 671 0.00

15. HUF 1125046 1125046 0.27

Total: 421659213 42,13,22,714 100.00

Note: Out of 351,25,000 equity shares held by Ms. Madhu Kapur who is part of the promoter group, 33,35,000 equity shares are currently subject to pledges created by her.

B. List of top 10 holders of equity shares of the Company as on the latest quarter ended, i.e. September 30, 2016:

Sr. No.

Names of shareholder(s)

Total No. of Shares

No of shares in demat form

Total shareholding as a % of total no. of

equity shares

1. Life Insurance Corporation of India along with its various schemes

38,042,946 38,042,946 9.02%

2. Madhu Kapur 35,125,000 35,125,000 8.33%

3. Rana Kapoor 20,000,000 20,000,000 4.74%

4. Yes Capital (India) Private Limited 15,125,000 15,125,000 3.59%

5. Morgan Credits Private Limited 14,050,000 14,050,000 3.33%

6. Franklin Templeton Mutual Fund along with its various schemes

9,545,397 9,545,397 2.26%

7. Franklin Templeton Investment Funds 9,035,515 9,035,515 2.14%

8. Mags Finvest Pvt Ltd 7,842,450 7,842,450 1.86%

9. Birla Sun Life Trustee Company Private Limited along with its various schemes

6,292,458 6,292,458 1.49%

10. Abu Dhabi Investment Authority under its various accounts

5,946,061 5,946,061 1.41%

5.7 Following details regarding the directors of the Company:

A. Details of current directors of the Company:

Please refer to Section 4 of the Disclosure Document. None of the directors are appearing on RBI’s defaulter list or the ECGC default list

B. Details of change in directors since last 3 years:

Name, Designation & DIN Date of appointment Director of the company since (in case of resignation)

Remarks

Mr. Vasant V. Gujarathi Independent Director (DIN - 06863505)

April 23, 2014

-

N.A.

Mr. Saurabh Srivastava Independent Director (DIN - 00380453)

April 23, 2014

-

N.A.

Mr. Ajai Kumar Non Executive Non Independent Director (DIN - 02446976)

January 29, 2016 N.A. N.A.

Mr. Ashok Chawla Independent Director (DIN - 00056133)

March 5, 2016 N.A. N.A.

Mr. Ajay Vohra Independent Director (DIN-00012136)

N.A April 29, 2008 Ceased w.e.f April 28, 2016

Mr. Ravish Chopra Independent Director (DIN-06429742)

N.A October 23, 2012 Ceased w.e.f. March 30, 2016

Mr. M. R. Srinivasan Non Executive Non Independent Director (DIN – 00056617)

N.A October 23, 2012 Ceased w.e.f October 22, 2016

Mr. Diwan Arun Nanda Independent Director (DIN – 00034744)

N.A October 23, 2012 Ceased w.e.f October 22, 2016

Ms. Radha Singh Non-Executive Part-time Chairperson (DIN-02227854)

N.A April 29, 2008 Ceased w.e.f October 29, 2016

5.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

Name Address Auditor since

B S R & Co., LLP Chartered Accountants

5th Floor, Lodha Excelus, Apollo Mills Compound N.M. Joshi Marg, Mahalaxmi

Mumbai 400 011

June 07, 2016

B. Details of change in auditors since last 3 years:

Name Address Date of Appointment / Resignation

Auditor of the Company since (in case of

resignation)

Remarks

S. R. BATLIBOI & Co. LLP Chartered Accountants

14th Floor, The Ruby 29 Senapati Bapat Marg Dadar West, Mumbai - 400028

June 07, 2016

July 14, 2012

Change of Auditor in view of the RBI guidelines

M/s B S R & Co., LLP, Chartered Accountants

5th Floor, Lodha Excelus, Apollo Mills Compound N.M. Joshi Marg, Mahalaxmi Mumbai 400 011

June 07, 2016

N.A. Change of Auditor in view of the RBI guidelines

5.9 Details of borrowings of the Company, as on September 30, 2016:

A. Details of Secured Loan Facilities:

Rs /Crs.

Lenders Name Type of Facility Amount sanctioned

Principal amount outstanding

Repayment date /schedule

Security

Reserve Bank of India RBI REPO 0.00 0.00 - -

Clearing Corporation of India Limited

CBLO BORROWING 0.00 0.00 - -

Total 0.00

B. Details of Unsecured Loan Facilities:

Rs/Crs.

Lenders Name Type of Facility Amount Sanctioned

Principal Outstanding

Repayment Date

From Banks Demand Deposits NA 859 On Demand

Term Deposits NA 9,079 On maturity

Other Depositors Demand Deposits NA 12,180 On Demand

Term Deposits NA 80,161 On maturity

Savings Deposit NA 25,745 On Demand

Various bondholders Tier II Instrument NA 9,813 On Call options / Maturity

Various bondholders Innovative Perpetual Debt NA 774 On Call options / Maturity

Reserve Bank of India Borrowings NA - On maturity

Banks Borrowings NA 2,260 On maturity

Other Institution and Agencies

Borrowings NA 9,325 On maturity

Outside India Borrowings NA 12,417 On maturity

Total 162,612

C. Details of Non Convertible debentures (As on September 30, 2016) Issued in Indian Currency

Series Coupon %

Tenor Amount Outstanding as on September 30, 2016 (Rs. in Crs.)

Allotment Date

Redemption Date

Rating at the time of Issue

Secured/ Unsecured

Upper Tier II 9.73% 15 years 80.0 2-Jan-07 22-Jan-22 ‘ICRA LA+’ & ‘CARE A+’

Unsecured

Upper Tier II 9.60% 15 years 33.6 7-Feb-07 7-Feb-22 ‘ICRA LA+’ & ‘CARE A+’

Unsecured

Upper Tier II 10.00% 15 years 10.0 14-Mar-07 14-Mar-22 ‘ICRA LA+’ & ‘CARE A+’

Unsecured


Unsecured

Upper Tier II 10.40% 15 years 60.0 23-Mar-07 23-Mar-22 ‘ICRA LA+’ &‘CARE A+’

Unsecured


Unsecured

Upper Tier II 10.40% 15 years 2.0 20-Apr-07 20-Apr-22 ‘ICRA LA+’ & ‘CARE A+’

Unsecured

Lower Tier II 10.00% 9 years and 7 months

10.0 29-Sep-07 29-Apr-17 ‘ICRA LAA-‘ & ‘CARE AA-‘

Unsecured

Upper Tier II 10.70% 15 years 182.0 29-Sep-07 29-Sep-22 ‘ICRA LA+’ & ‘CARE A+’

Unsecured

Upper Tier II 10.70% 15 years 10.0 8-Nov-07 8-Nov-22 ‘ICRA LA+’ & ‘CARE A+’

Unsecured


7.1 30-Nov-07 30-May-17 ‘ICRA LAA-‘ & ‘CARE AA-‘

Unsecured


1.0 12-Dec-07 12-Jun-17 ‘ICRA LAA-‘ & ‘CARE AA-‘

Unsecured


36.8 7-Feb-08 7-May-17 ‘ICRA LAA-‘ & ‘CARE AA-‘

Unsecured

Upper Tier II 11.75% 15 Years 200.0 15-Sep-08 15-Sep-23 ‘ICRA LA+’ & ‘CARE A+’

Unsecured

Tier I Perpetual 10.25% Perpetual 115.0 21-Feb-09 NA ‘ICRA LA+’ & ‘CARE A+’

Unsecured

Tier I Perpetual 10.25% Perpetual 39.0 9-Mar-09 NA ‘ICRA LA+’ & ‘CARE A+’

Unsecured


260 30-Sep-09 30-Apr-20 ‘BWR AA+’ Unsecured

Lower Tier II 9.65% 10 years 300.00 22-Jan-10 22-Jan-20 ‘ICRA LAA-‘, ‘CARE AA-‘ & ‘BWR AA+’

Unsecured

Tier I Perpetual 10.25% Perpetual (Call option excercisable after end of 10 years)

82.00 March 05, 2010

NA ‘ICRA LA+‘, ‘CARE A+‘ & ‘BWR AA+’

Unsecured

Upper Tier II 9.65% 15 Years 440.00

14-Aug-10 14-Aug-25 ‘ICRA AA- ‘& ‘BWR AA+’

Unsecured

Tier I Perpetual 9.90% Perpetual 225.00

August 21, 2010

NA ‘ICRA AA- ‘& ‘BWR AA+’

Unsecured

Upper Tier II 9.50% 15 Years 200.00

8-Sep-10 8-Sep-25 ‘ICRA AA- ‘& ‘CARE AA-’

Unsecured

Lower Tier II 9.30% 9 Years & 7 Months

306.40

30-Sep-10 30-Apr-20 ‘ICRA LAA’ & ‘CARE AA’

Unsecured

Lower Tier II 10.30% 10 Years 321.50 25-Jul-11 25-Jul-21 ‘ICRA LAA’ & Unsecured

‘CARE AA’

Lower Tier II 10.20% 10 Years 243.00 28-Oct-11 28-Oct-21 ‘ICRA LAA’ & ‘CARE AA’

Unsecured

Lower Tier II 9.90% 10 Years 300.00 28-Mar-12 28-Mar-22 ‘ICRA LAA’ & ‘CARE AA’

Unsecured

Unsecured, Redeemable, Non Convertible, Upper Tier II Bonds

10.25% 15 Years 60.00 29-Jun-12 29-Jun-27 ‘ICRA LAA-’ & ‘CARE AA-’

Unsecured

Lower Tier II Bonds

10.00% 10 Years 300.00 23-Aug-12 23-Aug-22 ‘ICRA LAA’ & ‘CARE AA’

Unsecured

Lower Tier II Bonds

10.00% 10 Years 300.00 10-Sep-12 10-Sep-22 ‘ICRA LAA’ & ‘CARE AA’

Unsecured

Upper Tier II Bonds

10.15% 15 Years 200.00 28-Sep-12 28-Sep-27 ‘ICRA LAA-’ & ‘CARE AA-’

Unsecured

Unsecured Redeemable Non Convertible Lower Tier II Subordinated Bonds

10.00% 10 Years 200.00 16-Oct-12 16-Oct-22 ‘ICRA LAA’ & ‘CARE AA’

Unsecured

Unsecured Redeemable Non Convertible Lower Tier II Subordinated Bonds

9.90% 10 Years 259.70 31-Oct-12 31-Oct-22 ‘ICRA LAA’ & ‘CARE AA’

Unsecured

Unsecured Redeemable Non Convertible Upper Tier II Subordinated Bonds

10.25% 15 Years 275.00 10-Nov-12 10-Nov-27 ‘ICRA LAA-’ & ‘CARE AA-’

Unsecured

Unsecured Redeemable Non Convertible Upper Tier II Subordinated Bonds

10.05% 15 Years 169.10 27-Dec-12 27-Dec-27 ‘ICRA LAA-’ & ‘CARE AA-’

Unsecured

Unsecured, Non-Convertible, Subordinated Perpetual Basel-III Compliant Additional Tier I Bonds

10.50% Perpetual 280 31-Dec-13 N.A. ‘ICRA LA’ (hyb) Unsecured

8.85% Senior Unsecured Redeemable

8.85% 10 years 1,000 24-Feb-15

24-Feb-25

ICRA AA+ &

CARE AA+

Unsecured

Long term Bonds

9.15% Non-convertible, Redeemable, Unsecured, Basel III compliant Tier 2 Bonds

9.15% 10 years 554.2 29-June-15

30-June-2025

ICRA AA+ Hyb

&

CARE AA+

Unsecured

8.95% Senior Unsecured Redeemable Long Term Bonds in the nature of debentures

8.95% 10 years 315 05-Aug-15 05-Aug-25 ICRA AA+

And

CARE AA+

Unsecured


8.90% 10 years 1500 31-Dec-15 31-Dec-25 ICRA AA+

(hyb) &

CARE AA+

Unsecured


9.00% 10 years 800 15-Jan-16 15-Jan-26 ICRA AA+

(hyb) &

CARE AA+

Unsecured

9.05% Non-convertible, Redeemable, Unsecured, Basel III compliant Tier 2 Bonds in the nature of debentures

9.05% 10 years 500 20-Jan-16 20-Jan-26 ICRA AA+

(hyb) &

CARE AA+

Unsecured

9.00% Non-convertible, Redeemable, Unsecured, Basel III compliant Tier 2 Bonds in the nature of debentures

9.00% 10 years 545 31-Mar-16 31-Mar-26 ICRA AA+

(hyb) &

CARE AA+

Unsecured

8.00% Senior Unsecured Listed Rated Redeemable Long Term Bonds in the form of Debentures

8.00% 10 years 2135 30-Sep-16 30-Sep-26 ICRA AA+ &

CARE AA+

Unsecured

Issued in Foreign Currency (as on September 30, 2016):

Series Coupon %

Tenor Amount Outstanding as on September 30, 2016

Allotment Date

Redemption Date

Rating at the time of Issue

Secured/ Unsecured

Upper Tier II 300 BPS over applicable LIBOR

15 Years USD 80 mn 27-Jun-08 27-Jun-23 Unrated Unsecured

Tier I Perpetual 450 BPS over applicable LIBOR

Perpetual USD 5 mn 27-Jun-08 NA Unrated Unsecured

Upper Tier II 6M EURIBOR +3.80%

15 Years (Call option with YBL after 10 years from Date of Issue)

EUR 13.25 mn 30-Sep-09 30-Sep-24 Unrated Unsecured

Upper Tier II 482 BPS over LIBOR

15 Years USD 75 mn 30-Mar-12 28-Mar-27 Unrated Unsecured

D. List of Top 10 Debenture Holders (as on [December 09, 2016])

Sr. No. Name of the Debenture Holder Amount Rs. (Crore)

1 LIFE INSURANCE CORPORATION OF INDIA 1,929.00

2 STATE BANK OF INDIA EMPLOYEES PENSION FUND 698.00

3 CBT EPF-05-C-DM 580.10

4 LIFE INSURANCE CORPORATION OF INDIA P & GS FUND 530.00

5 POSTAL LIFE INSURANCE FUND A/C UTI AMC 515.00

6 THE STATE BANK OF INDIA EMPLOYEES PROVIDENT FUND 476.00

8 SBI LIFE INSURANCE CO.LTD 380.00

7 CBT EPF-05-D-DM 368.00

9 NPS TRUST- A/C LIC PENSION FUND SCHEME - STATE GOVT 354.50

10 CBT EPF-05-A-DM 345.00

E. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, Group Company, etc.) on behalf of whom it has been issued. (if any) Nil

F. Details of Commercial Paper as on September 30, 2016:

Nil

G. Details of Certificate of Deposits as on September 30, 2016: -

Maturity Date Amount Outstanding (Rs Crores)

2-7 Days -

8-14 Days -

15-28 Days -

29-90 Days 1,286

3-6 Months 1,567

6 Months -1 Year 513

Over 1 Year -

Total 3,367

H. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on September 30, 2016: Nil

I. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the company, in the past 5 years: None

J. Details of any outstanding borrowings taken / debt securities issued where taken / 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: None

5.10 Details of Promoter Group of the Company:

A. Details of Promoter and Promoter Group’s Holding in the Company as on latest quarter end, i.e. September 30, 2016:

Sr No Name of Shareholders Total No of Equity Share

No of Shares in Demat Form

Total Shareholding as % of total No of Equity Shares

No of shares pledged

% of shares pledged with respect to shares owned

1(a) RANA KAPOOR (PROMOTER)

20,000,000 20,000,000 4.74 0 0.00

1(b) YES CAPITAL (INDIA) PRIVATE LIMITED (PROMOTER ENTITY)

15,125,000 15,125,000 3.59 0 0.00

1(c) MORGAN CREDITS PRIVATE LIMITED (PROMOTER ENTITY)

14,050,000 14,050,000 3.33 0 0.00

2(a) MADHU KAPUR 35,125,000 35,125,000 8.33 3,335,000 9.49

2(b) MAGS FINVEST PRIVATE LIMITED

7,842,450 7,842,450 1.86 0 0

TOTAL : 92,142,450 92,142,450 21.85 3,335,000 9.49

5.11 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss

statement, Balance Sheet and Cash Flow statement) for at least last three years: STANDALONE Profit & Loss statement (Rs. in Crores)

Half year ended

September 30, 2016

For FY Mar-16 For FY

Mar- 15 For FY

Mar-14

I INCOME

a Interest Earned 7,957 13,533 11,572 9,981

b Other Income 1,788 2,712 2,046 1,722

Total Income 9,745 16,246 13,618 11,703

II EXPENDITURE

a Interest Expended 5,194 8,967 8,084 7,265

b Operating Expenses 1,858 2,976 2,285 1,750

c Provisions and Contingencies 368 536 339 362

d Taxes 791 1,227 905 709

Total 8,212 13,706 11,613 10,085

III PROFIT AND LOSS

Profit After Tax 1,533 2,539 2,005 1,618

Extra items - -

Profit brought forward 5,545 4,220 3,207 2,338

Adjustments to PAT -

Total Profit & Loss 7,078 6,759 5,213 3,956

Equity Dividend % - 100% 90% 80%

Earnings Per Share (Annualized) 72.83 60.6 49.34 44.92

Balance Sheet (Rs. in Crores)

DESCRIPTION Half year ended

September 30, 2016

For FY Mar-16

For FY Mar 15

For FY Mar-14

SOURCES OF FUNDS:

Share Capital 422 421 418 361

Reserves & Surplus 14,949 13,366 11,262 6,761

Deposits 128,024 111,720 91,176 74,192

Borrowings 34,589 31,659 26,220 21,314

Other Liabilities & Provisions 9,326 8,098 7,094 6,388

Total Liabilities 187,309 165,263 136,170 109,016

APPLICATION OF FUNDS:

Cash and balance with Reserve Bank of India 6,380 5,776 5,241 4,542

Balances with banks and money at call 9,873 2,442 2,316 1,350

Investments 49,574 48,838 43,228 38,425

Advances 110,216 98,210 75,550 55,633

Gross block 1,055 910 654 552

Less: Accumulated Depreciation (510) (439) (335) (259)

Net Block 545 471 319 293

Other Assets 10,721 9,526 9,516 8,773

Total Assets 187,309 165,263 136,170 109,016

Contingent Liabilities 376,669 331,239 337,299 201,017

Bills for collection 1,989 1,559 1,374 997

Book Value 327.84 279.6 197.5

Cash Flow statement*

(Rs. in Crores)

Mar-16 Mar-15 Mar-14

Cash flow from operating activities (3,631) (2,340) 3,807

Cash flow used in investing activities (4,035) (3,608) (2,157)

Cash flow from financing activities 5,059 7,574 176

Net (decrease) /increase in cash and cash equivalent 661 1,665 1,826

Cash and cash equivalents at the beginning of the period 7,557 5,892 4,066

Cash and cash equivalents at the end of the period 8,218 7,557 5,892

*The Cash Flow Statement of the Bank is audited on annual basis only and therefore the latest audited statement available pertains to FY 2015-16.

CONSOLIDATED** Profit & Loss statement (Rs. in Crores)

For FY Mar-16

For FY Mar 15

For FY Mar-14

I INCOME

a Interest Earned 13,533 11,572 9,981

b Other Income 2,729 2,048 1,722

Total Income 16,263 13,620 11,703

II EXPENDITURE

a Interest Expended 8,965 8,083 7,265

b Operating Expenses 3,005 2,295 1,757

c Provisions and Contingencies 536 339 362

d Taxes 1,226 905 709 Total

13,733 11,622 10,092

III PROFIT AND LOSS

Profit After Tax 2,530 1,997 1,611

Extra items

Profit brought forward 4,206 3,201 2,338

Adjustments to PAT

Total Profit & Loss 6,735 5,198 3,950

Equity Dividend %

Earnings Per Share (Annualized) 60 49 45

Balance Sheet

DESCRIPTION For FY Mar-16

For FY Mar 15

For FY Mar-14

SOURCES OF FUNDS:

Share Capital 421 418 361

Reserves & Surplus 13,342 11,248 6,755

Deposits 111,704 91,159 74,186

Borrowings 31,659 26,220 21,314

Other Liabilities & Provisions 8,117 7,098 6,390

Total Liabilities 165,243 136,143 109,005

APPLICATION OF FUNDS:

Cash and balance with Reserve Bank of India 5,776 5,241 4,542

Balances with banks and money at call 2,443 2,317 1,350

Investments 48,788 43,193 38,408

Advances 98,210 75,550 55,633

Gross block 916 658 556

Less: Accumulated Depreciation (442) (336) (259)

Net Block 475 322 297

Other Assets 9,551 9,520 8,775

Total Assets 165,243 136,143 109,005

Contingent Liabilities 331,239 337,299 201,017

Bills for collection 1,559 1,374 997

Book Value 327.26 279.26 197.30

Cash Flow statement (Rs. in Crores) (Rs. in Crores)

(Rs. in Crores)

16-Mar 15-Mar 14-Mar

Cash flow from operating activities -376 -2,317 3,793

Cash flow used in investing activities -4,023 -3,591 -2,143

Cash flow from financing activities 5,060 7,574 176

Net (decrease) /increase in cash and cash equivalent 662 1,666 1,826

Cash and cash equivalents at the beginning of the period 7,557 5,892 4,066

Cash and cash equivalents at the end of the period 8,219 7,557 5,892

**The Consolidated Statements of the Bank are audited on annual basis only and therefore the latest audited statement (Consolidated) available pertain to FY 2015-16.

There have been no auditor qualifications set out in the said audited information.

5.12 Any material event/ development or change having implications on the financials/credit quality (e.g. any

material regulatory proceedings against the Issuer/promoter tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of Issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. None

5.13 Names of the Debentures Trustee and Consents thereof The debenture trustee of the proposed Debentures is Axis Trustee Services Limited. Axis Trustee Services Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Disclosure Document. The consent letter from the Debenture Trustee is provided in Annexure I of this Disclosure Document.

5.14 Rating and Rating Rationale

Please refer to Annexure III.

5.15 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. NA

5.16 Names of all the recognized stock exchanges where the debt securities are proposed to be listed: BSE Limited

5.17 Other details:

A. DRR Creation: In accordance with Rule 18 (7) of the Companies (Share Capital and Debenture) Rules, 2014, Banks need not create Debenture Redemption Reserve.

B. Issue / instrument specific regulations:

The present issue of Bonds is being made in conformity with the applicable provisions of the Companies

Act, 2013, the SEBI Regulations and in pursuance of Basel III Guidelines, covering Prudential Guidelines on Implementation of Basel III Capital Regulations in India covering Criteria for inclusion of perpetual debt instruments in Additional Tier 1 Capital under Annex 4 thereof and minimum requirements to ensure loss absorbency of Additional Tier 1 instruments at pre-specified trigger and of all non-equity regulatory capital instruments at the Point of Non- Viability under Annex 16 thereof.

The Bank can issue the Bonds proposed by it in view of the present approvals and no further internal or external permission/ approval(s) is/are required by it to undertake the proposed activity.

C. Application process: The application process for the Issue is as provided in Section 8 of this Disclosure Document.

5.18 Issue Details

Security Name

1. Issuer YES BANK Ltd. (“Issuer”/the “Bank”)

2. Type of Instrument Perpetual Subordinated Unsecured BASEL III compliant Additional Tier I Bonds in the nature of debentures of Rs. 10,00,000 each (each a “Bond” or “Debenture”)

3. Nature of Instrument Unsecured The bonds are neither secured nor covered by a guarantee of the Bank nor related entity or other arrangements that legally or economically enhances the seniority of the claim vis-à-vis other creditors of the Bank. Bondholders will not be entitled to receive notice of or attend or vote at any meeting of shareholders of issuer or participate in management of issuer.

4. Seniority/Order of claim of Additional Tier I instruments

The claims of the Bondholders in the Bonds shall:

(i) be superior to the claims of investors in equity shares and perpetual non-cumulative preference shares issued by the Bank;

(ii) be subordinated to the claims of depositors, general creditors and subordinated debt of the Bank other than any subordinated debt qualifying as Additional Tier 1 Capital (as defined in the Basel III Guidelines);

(iii) neither be secured nor covered by a guarantee of the Issuer or its related entity or other arrangement that legally or economically enhances the seniority of the claim vis -à-vis creditors of the Bank;

(iv) be pari passu with claims of holders of such subsequent debentures/bond issuances of the Bank, unless the terms of any subsequent issuance of bonds/debentures by the Bank specifies that the claims of such existing and subsequent bond holders are senior or subordinate to the Bonds issued under this Disclosure Document or unless the RBI specifies otherwise in its guidelines;

(v) rank pari passu without preference amongst themselves. Notwithstanding anything to the contrary stipulated herein, the claims of the Bondholders shall be subject to the provisions of “Coupon Discretion”, “Loss Absorbency” & “Other Events” mentioned in this Disclosure Document. The Bonds shall not contribute to liabilities exceeding assets of the Bank if such a balance sheet test forms part of a requirement to prove insolvency under any law or otherwise.

5. Issue Size Rs. 2,100 Crore (Rupees Two Thousand One Hundred Crore only) or such higher amounts, as may be raised pursuant to the exercise of the Green Shoe Option, in terms of which the Issuer has the right to retain oversubscription to the extent of an additional Rs. 1500 (Rupees One Thousand Five Hundred

Crore).

6. Option to retain oversubscription

The amount of over-subscription, up to the maximum extent of an additional Rs. 1500 Crore (Rupees One Thousand Five Hundred Crore only), may be retained by the Bank pursuant to the exercise of the Green Shoe Option

7. Mode of Issue Private Placement

8. Eligible Investors The following class of investors are eligible to participate in the offer: Mutual Funds, Public Financial Institutions as defined in section 2(72) of the Companies Act, 2013, Scheduled Commercial Banks, Insurance Companies, Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds, Co -operative Banks, Regional Rural Banks authorized to invest in bonds/ debentures, Companies and Bodies Corporate authorized to invest in bonds/ debentures, Societies authorized to invest in bonds/ debentures, Trusts authorized to invest in bonds/ debentures, Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in bonds/ debentures, etc., Foreign Portfolio Investors*, Non-Resident Indian**. This being a private placement Issue, the eligible investors who have been addressed through this communication directly, are only eligible to apply. Prior to making any investment in these Bonds, each investor should satisfy and assure himself/herself/itself that he/she/it is authorized and eligible to invest in these Bonds. The Bank shall be under no obligation to verify the eligibility/authority of the investor to invest in these Bonds. Further, mere receipt of this Disclosure Document by a person shall not be construed as any representation by the Bank that such person is authorized to invest in these Bonds or eligible to subscribe to these Bonds. If after applying for subscription to these Bonds and/or allotment of Bonds to any person, such person becomes ineligible and/or is found to have been ineligible to invest in/hold these Bonds, the Bank shall not be responsible in any manner. The following class of investors are not eligible to participate in the offer: Resident Individual Investors, Foreign Nationals, any related party over which the Bank exercises control or significant influence (as defined under relevant Accounting Standards), Persons resident outside India (except Foreign Portfolio Investors and Non-Resident Indian), Venture Capital Funds, Alternative Investment Funds, Overseas Corporate Bodies, Partnership firms formed under applicable laws in India in the name of the partners, Hindu Undivided Families through Karta, Person ineligible to contract under applicable statutory/ regulatory requirements. *Investment by Foreign Portfolio Investors in these Bonds raised in Indian Rupees shall be subject to compliance with terms and conditions stipulated by SEBI/other regulatory authorities on investment in these instruments and shall be within an overall limit of 49% of the Issue, respectively subject to the investment by each Foreign Portfolio Investor not exceeding 10% of the Issue. **Investment by Non-Resident Indians in these Bonds raised in Indian Rupees shall be subject to compliance with terms and conditions stipulated by RBI/ SEBI/other regulatory authorities on investment in these instruments and shall be within an overall limit of 24% of the Issue, respectively subject to the investment

by each Non Resident Indian not exceeding 5% of the Issue.

9. Listing Proposed on the Wholesale Debt Market (WDM) segment of BSE

10. Credit Rating ‘CARE AA/Stable’ by CARE & ‘IND AA/Stable’ by India Ratings

11. Objects of the Issue Augmenting Additional Tier 1 Capital and overall capital of the Bank for strengthening its capital adequacy and for enhancing its long-term resources in accordance with RBI Guidelines.

12. Details of Utilization of Funds

The Bank shall utilize the proceeds of the issue for augmenting Additional Tier 1 Capital and overall capital base and for the purpose of its regular business activities & other associated business objectives.

13. Coupon Rate 9.50% p.a. subject to “Coupon Discretion” and/or “Loss Absorbency” (as the case may be) Please note that if the RBI and Central Government decide to reconstitute the Bank or amalgamate the Bank with any other bank under the Section 45 of Banking Regulation Act, 1949, or upon PONV, debentures may be converted into equity shares or written off in line with extant RBI guidelines. In the event that the Debentures are converted into equity shares, then the holders thereof, shall only be entitled to the same rights as any other common equity share holder of the company, including in relation to dividend payable, and will not be entitled to any coupon thereon. For more information in relation to the circumstances under which the Debentures can be converted into equity, please refer to paragraph 56 herein below.

14. Step Up/Step Down Coupon Rate

N.A.

15. Coupon Payment Frequency

Annual, subject to “Coupon Discretion” and/or “Loss Absorbency” (as the case may be)

16. Coupon Payment Dates

1st Coupon Payment date 23-Dec-2017

2nd Coupon Payment date 23-Dec-2018

3rd Coupon Payment date 23-Dec-2019

4th Coupon Payment date 23-Dec-2020

5th Coupon Payment date 23-Dec-2021

Please note that payment of Coupons is subject to “Coupon Discretion” as set out in Clause 54 of Section 5.18 of the Disclosure Document

17. Coupon Type Fixed

18. Coupon Reset Process (including rates, spread, effective date, interest rate cap & floor etc.)

N.A.

19. Day Count Basis Interest for each of the interest periods shall be computed as per Actual / Actual day count conversion on the face value/principal outstanding at the Coupon rate rounded off to the nearest rupee. Interest Period means each period beginning on (and including) the deemed date of allotment(s) or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment Date/ Call Option Date (if exercised).

20. Interest on Application Money

Interest at the Coupon rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory

modification or re-enactment thereof, as applicable) will be paid to the applicants on the application money for the Bonds for the period starting from and including the date of realization of application money in Issuer’s Bank Account upto one day prior to the Date of Allotment. Provided that, notwithstanding anything contained herein above, Bank shall not be liable to pay any interest on monies liable to be refunded in case of invalid Applications or Applications liable to be rejected including Applications made by persons ineligible to apply for and/or hold the Bonds.

21. Default Interest Rate N.A.

22. Tenor Perpetual

23. Redemption Date N.A.

24. Redemption Amount N.A. However in case of redemption due to exercise of call option or otherwise in accordance with RBI Guidelines, the Bonds shall be redeemed at par along with interest (subject to “Coupon Discretion”) accrued till one day prior to the Call Date subject to adjustments and/or write-off on account of “Coupon Discretion”, “Loss Absorbency” & “Other Events” mentioned in the Summary Term Sheet.

25. Premium/Discount on Redemption

NIL

26. Issue Price At Par (Rs. 10 Lacs per debenture)

27. Discount on Issue NIL

28. Put Date N.A.

29. Put Price N.A.

30. Issuer Call Option Date The Bank may or may not, at its sole discretion but subject always to the “Condition for exercise of call option”, elect to exercise a call on the Debentures (in whole but not in part) on December 23, 2021 [being the 5th anniversary of the Deemed Date of Allotment] (the “Issuer Call Date”) or any Coupon Payment Date thereafter.

31. Tax Call If there is any change in, or amendment to, the laws affecting taxation (or regulations or rulings promulgated thereunder) in India or any change in the official application of such laws, regulations or rulings (a “Tax Event”) like the Issuer will no longer being entitled to claim a deduction in respect of computing its taxation liabilities with respect to coupon on the Bonds, Issuer may, at its option, redeem the Bonds, in whole but not in part, at a redemption price equal to outstanding principal amount subject to adjustment on account of “Loss Absorbency” & “Other Events” mentioned in the Summary Term Sheet, together with any accrued but unpaid interest (subject to “Coupon Discretion”) to (but excluding) the date fixed for exercising call option on such Bonds. Any redemption upon the occurrence of a Tax Event will be subject to the provisions described under “Call Notification Time” and conditions (ii) and (iii) enumerated under “Condition for exercise of Call Option”. RBI may permit the Issuer to exercise the Tax Call only if the RBI is convinced that the Issuer was not in a position to anticipate the Tax Event at the time of issuance of the Bonds and if the Bank demonstrates to the satisfaction of RBI that the Bank's capital position is well above the minimum capital requirements after the call option is exercised.

Potential Investors may note that approvals to be obtained from RBI to exercise call options are not routine and are subject to the discretion of RBI. Further, RBI shall, before providing such approvals, thoroughly consider the financial and capital position of the Bank or any other criteria or basis it deems fit.

32. Regulatory Call If there is a change in the regulatory classification of the Bonds that occurs on or after the issue date of the Bonds (a “Regulatory Event”), Issuer may, at its option, redeem the Bonds, in whole but not in part, at a redemption price equal to outstanding principal amount subject to adjustment on account of “Loss Absorbency” & “Other Events” mentioned in the Summary Term Sheet, together with any accrued but unpaid interest (subject to “Coupon Discretion”) to (but excluding) the date fixed for exercising call option on such Bonds. Any redemption upon the occurrence of a Regulatory Event will be subject to the provisions described under “Call Notification Time” and conditions (ii) and (iii) enumerated under “Condition for exercise of Call Option” RBI may permit the Issuer to exercise the Regulatory Call only if the RBI is convinced that the Issuer was not in a position to anticipate the Regulatory Call at the time of issuance of the Bonds and if the Bank demonstrates to the satisfaction of RBI that the Bank's capital position is well above the minimum capital requirements after the call option is exercised. Potential Investors may note that approvals to be obtained from RBI to exercise call options are not routine and are subject to the discretion of RBI. Further, RBI shall, before providing such approvals, thoroughly consider the financial and capital position of the Bank or any other criteria or basis it deems fit.

33. Condition for exercise of Call Option

Exercise of Call Option on the Bonds by the Bank will be subject to all the conditions mentioned below:

(i) Call Option may be exercised only after a minimum period of five years from the Deemed Date of Allotment;

(ii) To exercise a call option the Bank shall require prior approval of RBI(Department of Banking Regulation); and

(iii) Bank shall not exercise a call unless: (a) The Bond is replaced with capital of the same or better quality

and the replacement of this capital is done at conditions which are sustainable for the income capacity of the Bank; or

(b) The Bank demonstrates that its capital position is well above the minimum capital requirements after the call option is exercised.

(c) Please note that the Bank does not currently propose (or have any intention) to exercise the call option.

34. Put Notification Time N.A.

35. Call Notification Time Any redemption of the Bonds on account of exercise of Call Option shall be subject to the Issuer giving not less than 15 calendar days prior notice to the Bondholders and/or the Debenture Trustee.

36. Face Value Rs. 10 Lacs per Debenture

37. Minimum Application 1 (One) Debenture and in multiples of 1 (One) Debenture thereafter

38. Issue Timing 1. Issue Opening Date 2. Issue Closing Date

December 23, 2016 December 23, 2016

3. Pay-in Date 4. Deemed Date of

Allotment

December 23, 2016 December 23, 2016

39. Issuance Mode In Demat mode only

40. Trading Mode In Demat mode only

41. 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 direct credit/NECS/RTGS/NEFT mechanism

42. Depository NSDL & CDSL

43. Business Day Convention/Effect of Holidays

If the date of payment of interest does not fall on a Business Day, then the succeeding Business Day will be considered for such payment of interest, however the amount of interest to be paid would be computed as per the schedule originally stipulated at the time of issuing the security. In case the Call Option Date (if exercised) does not fall on a Business Day, the payment will be made on the preceding Business Day, along with coupon/interest accrued on the Bonds until but excluding the date of such payment.

44. Record Date 15 (Fifteen) days prior to each Coupon Payment Date/Call Option Date (as the case may be). In the event the Record Date falls on a day which is not a Business Day, the succeeding Business Day will be considered as Record Date

45. Security Unsecured

46. Transaction Documents The Issuer has executed/ shall execute the documents including but not limited to the following in connection with the Issue:

1. Letter appointing Axis Trustee Service Limited, as Trustee to the Bondholders;

2. Debenture Trusteeship Agreement/ Bond Trustee Agreement(as required);

3. Rating Letter from Credit Rating Agencies; 4. Tripartite Agreement between the Issuer; Registrar to the Issue and

NSDL for issue of Bonds in dematerialized form; 5. Tripartite Agreement between the Issuer, Registrar to the Issue and

CDSL for issue of Bonds in dematerialized form; 6. Letter appointing Registrar and MoU entered into between the Issuer

and the Registrar; 7. Application made to BSE for seeking its in-principle approval for

listing of Bonds; 8. Listing Agreement with BSE

47. Conditions precedent to subscription of Bonds

The subscription from applicants shall be accepted for allocation and allotment by the Bank, subject to the following:

a) Rating Letters from CARE and India Ratings; b) Consent Letter from the Trustees to act as Debenture Trustee to the

Bondholder(s); c) Letter from BSE conveying in-principle approval for listing &

trading of Bonds.

48. Conditions subsequent to subscription of Bonds

The Bank shall ensure that the following documents are executed/ activities are completed as per terms of this Disclosure Document:

a) Credit of Demat Account(s) of the Allottee(s) by number of Bonds allotted within 2 (Two) Business Days from the Deemed Date of Allotment;

b) Making application to BSE within 15 (Fifteen) days from the Deemed Date of Allotment to list the Bonds and seek listing permission within 20 (Twenty) days from the Deemed Date of Allotment;

c) Neither the Bank nor any related party over which the Bank exercises control or significant influence (as defined under relevant Accounting Standards) shall purchase the Bonds, nor would the Bank directly or indirectly fund the purchase of the Bonds. The Bank shall not grant advances against the security of the Bonds issued by it.

49. Events of Default Not Applicable. It is further clarified that cancellation of discretionary payments shall not be deemed to be an event of default. The Bondholders shall have no rights to accelerate the repayment of future scheduled payments (coupon or principal) except in bankruptcy and liquidation.

50. Treatment in Bankruptcy/Liquidation

The Bondholders shall have no rights to accelerate the repayment of future scheduled payments (coupon or principal) except in bankruptcy and liquidation. The Bond will not contribute to liabilities exceeding assets of the Bank if such a balance sheet forms part of a requirement to prove insolvency under any law or otherwise.

51. Cross Default N.A.

52. Dividend Stopper If any interest is cancelled, then from the date of which such cancellation has first been notified (a “Dividend Stopper Date”), the Bank will not:

(i) Declare or pay any discretionary distribution or dividend or make any other payment on, or directly or indirectly redeem, purchase, cancel, reduce or otherwise acquire its Common Equity Tier 1 Capital (other than to the extent that any such distribution, dividend or other payment is declared before such Dividend Stopper Date or where the terms of the instrument do not at the relevant time enable the Bank to cancel or defer such payment); or

(ii) Pay discretionary interest or any other distribution on, or directly or indirectly redeem, purchase, cancel, reduce or otherwise acquire, any of its instruments or securities ranking, as to the right of payment of dividend, distributions or similar payments, pari passu with the Bonds (excluding securities the terms of which stipulate mandatory redemption).

In each case unless or until:

(i) the occurrence of the next Coupon Payment Date, following the Dividend Stopper Date, on which payment of Coupon amount has resumed and such Coupon (payable on such Coupon Payment Date) has been paid in full;

(ii) the prior approval of the Bondholders has been obtained via an extraordinary resolution. It is hereby clarified that Coupon on the Bonds shall not be cumulative. If Coupon is cancelled or not paid or paid at a rate lesser than the Coupon Rate, such unpaid and/or cancelled Coupon will not be paid in future years.

For the avoidance of doubt, the Dividend Stopper will not:

(i) stop payment on another instrument where the payments on such

an instrument are not fully discretionary; (ii) prevent distributions to shareholders for a period that extends

beyond the point in time at which interest on the Bonds is resumed;

(iii) impede the normal operation of the Bank, including actions in connection with employee share plans or any restructuring activity, including acquisitions and disposals; or

(iv) impede the full discretion that the Bank has, at all times, to cancel distributions or payments on the Bonds nor act in a way that could hinder the recapitalization of the Bank.

53. Role and Responsibilities of Trustees to the Issue

The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement, Disclosure Document and all other related transaction documents, with due care, diligence and loyalty.

54. Coupon Discretion (i) The Bank shall have full discretion at all times to cancel Coupon either in part or full. On cancellation of payment of Coupon, these payments shall be extinguished and the Bank shall have no obligation to make any distribution/Coupon payment in cash or kind.

(ii) The Bonds do not carry a ‘dividend pusher’ feature i.e. if the Bank makes any payment (coupon/dividend) on any other capital instrument or share, the Bank shall not be obligated to make Coupon payment on the Bonds.

(iii) Cancellation of Coupon shall not be an event of default. (iv) Bank shall have full access to cancelled Coupon to meet

obligations as they fall due. (v) Cancellation of Coupon shall not impose any restrictions on the

Bank except in relation to distributions to common stakeholders. (vi) Coupons, unless cancelled by the Bank, shall be paid out of

distributable items. In this context, Coupon may be paid out of current year profits. However, if current year profits are not sufficient, Coupon may be paid subject to availability of sufficient revenue reserves (those which are not created for specific purposes by the Bank) and / or credit balance in profit and loss account, if any. However, payment of Coupons on the Bonds from the revenue reserves is subject to the Bank meeting minimum regulatory requirements for CET1, Tier 1 and Total Capital ratios (as stipulated in the Basel III Guidelines and/or other relevant guidelines issued by the RBI from time to time) at all times and subject to the requirements of capital buffer frameworks (i.e. capital conservation buffer, countercyclical capital buffer and Domestic Systemically Important Banks).

(vii)Coupon on the Bonds shall not be cumulative. If Coupon is cancelled or not paid or paid at a rate lesser than the Coupon Rate, such unpaid and/or cancelled Coupon will not be paid in

future years.

55. Loss Absorbency The Bonds (including all claims, demands on the Bonds and interest thereon, whether accrued or contingent) are issued subject to loss absorbency features applicable for non-equity capital instruments issued in terms of Basel III Guidelines and are subject to certain loss absorbency features as described herein and required of Additional Tier 1 instruments at Pre-Specified Trigger Level and at the PONV. Accordingly, without the need of the consent of Bondholders or Trustee, the Bonds and any claims or demands of any Bondholder or any other person claiming for or on behalf of or through such Bondholder, against the Bank, may be written-off or converted into common shares, in whole or in part, upon the occurrence of the following trigger events:

(i) Pre-Specified Trigger Level; (ii) Point of Non-Viability.

(i) Loss Absorption at Pre-Specified Trigger Level If the CET1 of the Bank falls below 5.5% of RWA before 31st March, 2019 and if CET1 falls below 6.125% of RWA on or after 31st March 2019. Each of the trigger levels referred to hereinabove is called the “Pre-Specified Trigger Level” A write-off of the Bonds may have the following effects:

(i) reduce the claim of the Bond (up to nil) in liquidation; (ii) reduce the amount to be re-paid on the Bond when call is exercised

(up to nil); (iii) partially or fully reduce Coupon payments on the Bond.

The write-down of any Common Equity Tier 1 capital shall not be required before a write-down of any AT1 instruments (including the Bonds). The Bank shall have full discretion to determine the amount of AT1 Instruments (including the Bonds) to be converted/ written down subject to the amount of conversion/write-down not exceeding the amount which would be required to bring CET1 ratio to 8% of RWAs. Further, the aggregate amount to be converted/written-down for all AT1 Instruments on breaching the trigger level shall be at least the amount needed to immediately return the bank’s CET1 ratio to the trigger level (i.e. CET from write-down generated under applicable Indian Accounting Standards or RBI Instructions net of contingent liabilities, potential tax liabilities etc., if any) or, if this is not possible the full principal value of the instruments. When the Bank breaches a Pre-Specified Trigger Level and the equity is replenished through conversion or write-down, such replenished amount of equity will be excluded from the total equity of the Bank for the purpose of determining the proportion of earnings to be paid out as dividend in terms of rules laid down for maintaining capital conservation buffer. However, once the Bank has attained total common equity ratio of 8% without counting the replenished equity capital that point onwards, the Bank may include the replenished equity capital for all purposes. The Bank shall have the discretion to convert or write-down the Bonds multiple times in case the Bank hits Pre-Specified Trigger Level subsequent to the first conversion or write-down. The Bonds which have

been written off can be written up (partially or full) at the absolute discretion of the Bank and subject to compliance with RBI instructions (including permission, consent if any). (ii) Loss Absorption at the Point of Non-Viability (“PONV”) A write-off of the Bonds at the PONV may have the following effects:

(i) reduce the claim of the Bond (up to nil) in liquidation; (ii) reduce the amount to be re-paid on the Bond when call is exercised

(up to nil); (iv) partially or fully reduce coupon payments on the Bond.

PONV trigger event shall be as defined in the aforesaid Basel III Guidelines and shall be determined by the RBI. RBI may in its imminence alter or modify the PONV trigger whether generally or in relation to the Bank or otherwise. In any case it should be noted that following writing-off of the Bonds and claims and demands as noted above neither the Bank, nor any other person on the Bank’s behalf shall be required to compensate or provide any relief, whether absolutely or contingently, to the Bondholder or any other person claiming for or on behalf of or through such holder and all claims and demands of such persons, whether under law, contract or equity, shall stand permanently and irrevocably extinguished and terminated. Unless otherwise specified in this Information Memorandum, the write-off of any common equity or any other regulatory capital (as understood in terms of the aforesaid circular or any replacement/amendment thereof), whether senior or pari passu or subordinate, and whether a Tier 1 capital or otherwise shall not be required before the write-off of any of the Bonds and there is no right available to the Bondholder hereof or any other person claiming for or on behalf of or through such holder to demand or seek that any other regulatory capital be subject to prior or simultaneous write-off or that the treatment offered to holders of such other regulatory capital be also offered to the Bondholders.

56. PONV Without the need of the consent of Bondholders or Trustee, the Bonds (including all claims, demands on the Bonds and interest thereon, whether accrued or contingent), at the option of the RBI, can be permanently written down or converted into common equity, upon the occurrence of the trigger event called “Point of Non-Viability Trigger” (“PONV

Trigger”) The PONV Trigger event is the earlier of:

(i) a decision that a permanent write-off without which the Bank would become non-viable, as determined by the Reserve Bank of India; and

(ii) the decision to make a public sector injection of capital, or equivalent support, without which the Bank would have become non-viable, as determined by the relevant authority.

The amount of non-equity capital to be converted/ written-off will be determined by RBI.

The Write-off of any Common Equity Tier 1 capital shall not be required before the write-off of any Non-equity (Additional Tier 1 and Tier 2) regulatory capital instrument. The order of write-off of the Bonds shall be as specified in the order of seniority as per this Information Memorandum and any other regulatory norms as may be stipulated by the RBI from time to time. The Bonds can be converted or written-down multiple times in case the Bank hits the PONV Trigger Level subsequent to the first conversion or write-down. The Bonds which has been written off shall not be written up. Such a decision would invariably imply that the write-off or issuance of any new shares as a result of conversion consequent upon the trigger event must occur prior to any public sector injection of capital so that the capital provided by the public sector is not diluted. The Bondholders shall not have any residual claims on the Bank (including any claims which are senior to ordinary shares of the Bank), following any trigger event. In any case it should be noted that following writing-off or conversion of the instruments and claims and demands as noted above neither the Bank, nor any other person on the Bank's behalf shall be required to compensate or provide any relief, whether absolutely or contingently, to the Bondholder or any other person claiming for or on behalf of or through such holder and all claims and demands of such persons, whether under law, contract or equity, shall stand permanently and irrevocably extinguished and terminated. Unless otherwise specified in this Information Memorandum, the write-off of any common equity or any other regulatory capital (as understood in terms of the aforesaid circular or any replacement/amendment thereof), whether senior or pari passu or subordinate, and whether a Tier 1 capital or otherwise shall not be required before the write-off of any of the Bonds and there is no right available to the Bondholder hereof or any other person claiming for or on behalf of or through such holder to demand or seek that any other regulatory capital be subject to prior or simultaneous write-off or that the treatment offered to holders of such other regulatory capital be also offered to the Bondholders. For these purposes, the Bank may be considered as non-viable if: The Bank which, owing to its financial and other difficulties, may no longer remain a going concern on its own in the opinion of the RBI unless appropriate measures are taken to revive its operations and thus, enable it to continue as a going concern. The difficulties faced by the Bank should be such that these are likely to result in financial losses and raising the Common Equity Tier 1 capital of the Bank should be considered as the most appropriate way to prevent the Bank from turning non-viable. Such measures would include write-off / conversion of non-equity regulatory capital into common shares in combination with or without other measures as considered appropriate by the Reserve Bank. The Bank facing financial difficulties and approaching a PONV will be deemed to achieve viability if within a reasonable time in the opinion of RBI, it will be able to come out of the present difficulties if appropriate measures are taken to revive it. The measures including augmentation of equity capital through write off of Bonds/conversion/ public sector

injection of funds are likely to:

a. Restore depositors’/investors’ confidence; b. Improve rating /creditworthiness of the Bank and thereby

improve its borrowing capacity and liquidity and reduce cost of funds; and

c. Augment the resource base to fund balance sheet growth in the case of fresh injection of funds.

The trigger at PONV will be evaluated both at consolidated and solo level and breach at either level will trigger write-off.

57. Other Events Treatment of Debentures in the event of Winding-Up:

(a) If the Bank goes into liquidation before the Bonds have been written-down, the Bonds will absorb losses in accordance with the order of Seniority as specified in this Information Memorandum and as per usual legal provisions governing distribution in a winding up.

(b) If the Bank goes into liquidation after the Bonds have been written-down, the Bondholders will have no claim on the proceeds of liquidation.

Amalgamation of a banking company: (Section 44 A of BR Act, 1949) Subject to the provisions Banking Regulation Act, 1949 as amended from time to time:

(a) If the Bank is amalgamated with any other bank before the Bonds have been written-down, the Bonds will become part of the corresponding categories of regulatory capital of the new bank emerging after the merger.

(b) If the Bank is amalgamated with any other bank after the Bonds have been written-down temporarily, the amalgamated entity can write-up the Bonds as per its discretion.

(c) If the Bank is amalgamated with any other bank after the Bonds have been written-down permanently, these Bonds cannot be written up by the amalgamated entity.

Scheme of reconstitution or amalgamation of a banking company Subject to the provisions of Banking Regulation Act, 1949 as amended from time to time: If the relevant authorities decide to reconstitute the Bank or amalgamate the Bank with any other bank under the Section 45 of BR Act, 1949, the Bank will be deemed as non-viable or approaching non-viability and both the pre-specified trigger and the trigger at the point of non-viability for conversion/write-down of AT1 instruments will be activated. Accordingly, the Bonds will be fully converted/written-down permanently before amalgamation / reconstitution in accordance with these rules.

58. Repurchase/ Buy-Back / Redemption

The outstanding Principal of the Bonds (e.g. through repurchase or redemption) can be repaid subject to the prior approval of RBI. The Bank shall repurchase/ Buy-Back / Redeem these bonds only if:

(a) The Bonds are replaced with capital of the same or better quality

and the replacement of this capital is done at conditions which are sustainable for the income capacity of the Bank; or

(b) The Bank demonstrates that its capital position is well above the minimum capital requirements after the repurchase/buy-back / redemption.

Such Bonds may be held, reissued, resold, extinguished or surrendered, at the option of the issuer.

59. Governing Law and Jurisdiction

The Bonds are governed by and shall be construed in accordance with the laws of India. Any dispute arising thereof shall be subject to the jurisdiction of courts of Mumbai, Maharashtra

Note: The Bank reserves its sole and absolute right to modify (pre -pone/ postpone) the Issue schedule specified herein without giving any reasons or prior notice. The Bank also reserves its sole and absolute right to change the deemed date of allotment of the above Issue, prior to closure of the said Issue, without giving any reasons or prior notice. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Call Option Date, if any may also be changed at the sole and absolute discretion of the Issuer. The Bank reserves the right to close the Issue earlier than the stipulated issue closing date and it is further clarified that the Bank need not wait for any minimum subscription amount to the Debentures before closing the Issue.

5.19 Cash Flows

Refer Annexure IV

SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT

We hereby confirm that the issuer or any of its promoters or directors has not been declared as Wilful Defaulters

SECTION 7: DISCLOSURES AS PER THE ACT

7.1 General Information:

A. Name, address, website and other contact details of the Company, indicating both registered office and the Corporate: Name: YES Bank Limited Registered Office of Issuer: Nehru Centre, 9th Floor, Discovery of India Building,

Dr. Annie Besant Road, Worli, Mumbai 400 018 Corporate Office of Issuer: Nehru Centre, 9th Floor, Discovery of India Building,

Dr. Annie Besant Road, Worli, Mumbai 400 018 Phone No.: +91 (22) 3366 9000 Fax No.: +91 (22) 2421 4507 Website of Issuer: www.yesbank.in Compliance Officer of Issuer: Mr. Shivanand R Shettigar Email: [email protected]

B. Date of Incorporation of the Company: November 21, 2003

C. Business carried on by the Company and its subsidiaries with the details of branches or units, if any; Refer Section 5.4 (A) & (B) of this Disclosure Document

D. Brief particulars of the management of the Company; names, addresses, DIN and occupations of the directors Refer section 4 of this Disclosure Document

E. Management perception of Risk Factors: Please refer to Section 3 of this Disclosure Document.

F. Details of defaults, if any, including the amounts involved, duration of default, and present status, in repayment of: (i) Statutory Dues: None (ii) Debenture and interest thereon: None (iii) Deposits and interest thereon: None (iv) Loans from banks and financial institutions and interest thereon: None

G. Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company, if any, for the Issue:

Mr. Shivanand R Shettigar Company Secretary, 17th Floor, Indiabulls Finance Centre, Tower -2, Senapati Bapat Marg, Elphinstone Road (West), Mumbai – 400 013. Phone No: 022 – 3366 9000 Fax No: 022 – 2421 4507 E-mail: [email protected]

7.2 Particulars of the Offer:

Date of passing of Board Resolution/

Capital Raising Committee Resolution

December 20, 2016

The said resolution is attached as Annexure VIII herewith

Date of passing of resolution in general

meeting, authorizing the offer of

securities

1. Shareholders Resolution passed under Section 42 of the Act dated June 7, 2016. The said shareholders resolution is attached as Annexure IX herewith; and

2. Shareholders Resolutions passed under Section 180(1)(c)

of the Act dated June 6, 2015. The said shareholders resolution Attached as Annexure IX herewith.

Kinds of securities offered (i.e. whether

share or debenture) and class of security

RATED LISTED UNSECURED PERPETUAL SUBORDINATED

BASEL III COMPLIANT ADDITIONAL TIER I BONDS

Price at which the security is being

offered, including premium if any, along

with justification of the price

The Debentures are being offered at face value of Rs. 10,00,000/-

(Rupees Ten Lakhs Only) per Debenture

Name and address of the valuer who

performed valuation of the security

offered

No valuation has been done with respect to the Debentures as

the Debentures represent debt obligations of the Company,

which will be repaid in full along with applicable coupon in

relation thereto.

Amount, which the Company intends to

raise by way of securities

Upto Rs. 2,100 Crore (Rupees Two Thousand One Hundred

Crore Only) with Green Shoe Option for an additional amount

upto Rs. 1500 Crore (Rupees One Thousand Five Hundred

Crore).

Terms of raising of securities:

Refer to Section 5.18 of this Disclosure Document.

Proposed time schedule for which the

Disclosure Document is valid

The Issue will open on December 23, 2016 and close on

December 23, 2016

Purpose and objects of the Issue Refer to Section 5.18 of this Disclosure Document.

Contribution being made by the

Promoter or directors either as part of the

offer or separately in furtherance of the

object

Nil

Principal terms of assets charged as

security, if applicable

NA

7.3 Disclosure with regard to interest of directors, litigation, etc.:

Any financial or other material interest

of the directors, promoter or key

managerial personnel in the Issue and

the effect of such interest in so far as it is

different from the interests of other

persons

None of the Promoter, Directors, Key Managerial Personnel

have any financial or other material interest in the present offer

Details of any litigation or legal action Based on the information available with the Bank, there are no

pending or taken by any Ministry or

Department of the Government or a

statutory authority against any Promoter

of the Company during the last 3 (three)

years immediately preceding the year of

the circulation of this Disclosure

Document and any direction issued by

such Ministry or Department or statutory

authority upon conclusion of such

litigation or legal action shall be

disclosed

litigation or legal action pending or taken by any Ministry or

Department of the Government or a statutory authority against

any Promoter of the Company during the last 3 (three) years

immediately preceding the year of the circulation of this

Disclosure Document and any direction issued by such Ministry

or Department or statutory authority upon conclusion of such

litigation or legal action

Remuneration of directors (during the

current year and last 3 (three) financial

years)

Mr. Rana Kapoor, MD & CEO has been paid a gross salary of Rs. 30,379,692 for fiscal year 2017 (as applicable). This includes a bonus of Rs. 13,943,437, approved by resolutions passed by the Board and Shareholders dated April 27, 2016 and June 6, 2015, respectively, and RBI letter dated August 2, 2016. In addition to the above, Mr. Rana Kapoor is entitled to perquisites as approved by the RBI Remuneration paid to Mr. Rana Kapoor for the last three financial years were Rs. 56.71 million for FY 2016, Rs. 46.96 million for FY 2015 and Rs. 24.40 million (excludes perquisites) for FY 2014 Remuneration paid to Non Executive Directors in the current fiscal year:

Sr. No.

Name of the Director

Remuneration for

fiscal year 2017*#(in INR)

1. M. R. Srinivasan** 1,950,000

2. Radha Singh** 2,800,000

3. Lt. Gen. (Dr.)

Mukesh Sabharwal

(Retd.)

1,800,000

4. Diwan Arun Nanda**

350,000

5. Brahm Dutt 2,000,000

6. Vasant V. Gujarathi 1,750,000

7. Saurabh Srivastava 1,100,000

8. Ajai Kumar 1,050,000

9. Ashok Chawla 1,166,129

* Remuneration includes sitting fees, remuneration and

commission paid to the Directors

** Ceased to be Directors of the Bank as on the date of the

Disclosure Document

# Includes remuneration accrued Remuneration paid to Non Executive Directors in the last three financial years:

Sr. No.

Name of the Director

Remuneration paid to Directors(in INR)

FY 2015-16

FY 2014-15

FY 2013-14

1. M. R. Srinivasan 1,150,000 986,667 973,333

2. Radha Singh 3,400,000 1,679,677 480,000

3. Lt. Gen. (Dr.)

Mukesh

Sabharwal (Retd.)

1,500,000 1,150,000 620,000

4. Diwan Arun Nanda

300,000 240,000 120,000

5. Brahm Dutt 1,300,000 670,000 80,000

6. Vasant V. Gujarathi

1,200,000 700,000 Nil

7. Saurabh Srivastava

750,000 310,000 Nil

8. Ajai Kumar Nil Nil Nil

9. Ashok Chawla Nil Nil Nil

Related party transactions entered

during the last 3 (three) financial years

immediately preceding the year of

circulation of this Disclosure Document

including with regard to loans made or,

guarantees given or securities provided

Refer Annexure XI

Summary of reservations or

qualifications or adverse remarks of

auditors in the last 5 (five) financial

years immediately preceding the year of

circulation of this Disclosure Document

and of their impact on the financial

statements and financial position of the

Company and the corrective steps taken

and proposed to be taken by the

Company for each of the said

reservations or qualifications or adverse

remark

None

Details of any inquiry, inspections or

investigations initiated or conducted

under the Act or any previous company

law in the last 3 (three) years

immediately preceding the year of

circulation of offer letter in the case of

the Company and all of its subsidiaries.

Also if there were any prosecutions filed

(whether pending or not) fines imposed,

compounding of offences in the last 3

(three) years immediately preceding the

year of this Disclosure Document and if

so, section-wise details thereof for the

Company and all of its subsidiaries

Nil

Details of acts of material frauds

committed against the Company in the

last 3 (three) years, if any, and if so, the

action taken by the company

None

7.4 Financial Position of the Company:

The capital structure of the Company in the following manner in a tabular form:

The authorised, issued,

subscribed and paid up

capital (number of

securities, description

and aggregate nominal

value)

Refer to Section 5.5B of this Disclosure Document.

Size of the Present Issue Rs. 2,100 Crore (Rupees Two Thousand One Hundred Crore only) or such higher amounts, as may be raised pursuant to the exercise of the Green Shoe Option, in terms of which the Issuer has the right to retain oversubscription to the extent of an additional Rs. 1500 (Rupees One Thousand Five Hundred Crore).

Paid-up Capital:

a. After the offer:

b. After the conversion of Convertible Instruments (if applicable):

This issuance of Debentures will not alter the paid-up capital of the Issuer

Share Premium Account: a. Before the offer:

b. After the offer:

This issuance of Debentures will not alter the reserves in the share premium account of the Issuer.

Details of the existing share capital of the Issuer

As set out in Section 5.6A herein

Details of allotments made by the Company in the last one year preceding the date of the Disclosure Document separately indicating the allotments made for consideration other than cash and details of the consideration in each case

Refer to Section 5.5D of this Disclosure Document

Profits of the Company,

before and after making

provision for tax, for the

3 (three) financial years

immediately preceding

the date of circulation of

thisDisclosure

Rs. in crore

For FY

Mar-16

For FY

Mar- 15

For FY

Mar-14

Profit Before Tax 3,766 2910 2327

Taxes 1,227 905 709

Document Profit After Tax 2,539 2,005 1,618

Dividends declared by

the Company in respect

of the said 3 (three)

financial years; interest

coverage ratio for last

three years (cash profit

after tax plus interest

paid/interest paid)

For FY Mar-16 For FY Mar- 15 For FY Mar-14

Dividend per Share

(in Rs.)

10 9 8

Interest coverage ratio is not applicable

A summary of the

financial position of the

Company as in the 3

(three) audited balance

sheets immediately

preceding the date of

circulation of this

Disclosure Document

Refer to Section 5.11 of this Disclosure Document

Audited Cash Flow

Statement for the 3

(three) years

immediately preceding

the date of circulation of

this Disclosure

Document

Refer to Section 5.11 of this Disclosure Document

Any change in

accounting policies

during the last 3 (three)

years and their effect on

the profits and the

reserves of the Company

There has been no change in our significant accounting policies during the last

three fiscal years. However in the fiscal year (FY 2014-15) the Bank has changed

its policy on recognition of commission income on guarantees issued by it. The

Bank amortizes guarantee commission earned on straight line basis over the

period of guarantee as against the earlier practice of amortizing commission

earned on yearly basis at each anniversary over the period of the guarantee

For the half year ended September 30, 2016, the Bank has applied the Guidance Note on Accounting for Derivatives ('Guidance Note') issued by the Institute of Chartered Accountants of India effective from April 01, 2016 in respect of derivative contracts which are not covered by existing accounting standards or RBI guidelines. For the Bank, this impacts the accounting for cross currency interest rate swaps which are used by the Bank to hedge its foreign currency borrowings and have been designated as cash flow hedges under the Guidance Note. The adoption of the Guidance Note resulted in the recognition of derivative assets of Rs. 50 crores, derivative liabilities of Rs. 35 crores and a cash flow hedge reserve of Rs. 15 crores as at September 30, 2016. The application of the Guidance Note has no impact on the net profit for the quarter and half year ended September 30, 2016 as compared to the previous accounting policy followed by the Bank.

SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Disclosure Document, Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

8.1 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 BSE Limited 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.

8.2 Mode of Transfer/Transmission of Debentures The Debentures shall be transferable freely. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the Registrar and Transfer Agent (“R&T Agent”) as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP. 8.3 Market Lot The market lot will be one Debenture (“Market Lot”). Since the Debenture 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 Debenture. 8.4 Debentures held in Dematerialised Form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the proceeds will be paid by cheques, demand drafts, interest/ redemption warrants, pay order, direct credit, ECS, NEFT, RTGS, other online payment mechanism as are permitted by the Reserve Bank of India to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by cheques, demand drafts, interest/ redemption warrants, pay order, direct credit, ECS, NEFT, RTGS, other online payment mechanism as are permitted by the Reserve Bank of India.

8.5 Trustees for the Bondholders The Bank has appointed Axis Trustee Services Limited to act as Trustees for the Debenture Holders. The Debenture Holders 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 Debentures as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). The Trustees will protect the interest of the Debenture Holder s with regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Bank. 8.6 Sharing of Information The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information. 8.7 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer. 8.8 Rights of Debenture Holders The Debentures shall not, except as provided in the Companies Act, 2013 (“Act”) 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 Debentures is to be placed before the shareholders, the said resolution will first be placed before the concerned registered Debenture Holders for their consideration. The rights, privileges and conditions attached to the Debentures 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 Debentures or with the sanction of Special Resolution passed at a meeting of the concerned Debenture Holders, 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 Debentures, 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 Debenture Holders shall be entitled to vote in respect of such Debentures, either in person or by proxy, at any meeting of the concerned Debenture Holders 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 Debentures held by him/her/it on every resolution placed before such meeting of the Debenture Holders. The quorum for such meetings shall be at least five Debenture Holder 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 Debentures are subject to the provisions of the Companies Act, 2013, the Memorandum and Articles, the terms of this Disclosure Document and Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/ Letters of Allotment, 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 Debentures. Save as otherwise provided in this Disclosure Document, the provisions contained in the Companies Act, 2013 and the rules thereunder as prevailing and to the extent applicable, will apply to any meeting of the Debenture Holders, in relation to matters not otherwise provided for in terms of the Issue of the Debentures.

A register of Debenture Holders will be maintained in accordance with provisions of the Act and all interest and principal sums becoming due and payable in respect of the Debentures 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 Debenture Holders. The Debenture Holders will be entitled to their Debentures free from equities and/or cross claims by the Bank against the original or any intermediate holders thereof. 8.9 Joint Holders Where two or more persons are holders of any Debentures, they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles. 8.10 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Disclosure Document which in their opinion is of a formal, minor or technical nature or is to correct a manifest error. Any other change or modification to the terms of the Debentures shall require approval of all Debenture Holders. 8.11 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 for subscription to the Debentures, 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 Debentures applied for is less than the minimum application size;

• Applications exceeding the issue size; • Bank account details not given;

• Details for issue of Debentures in electronic/ dematerialised form not given;

• PAN/GIR and IT Circle/Ward/District not given; In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted.

8.12 Issue Procedure Only Eligible Investors as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be as set out herein. No application can be made for a fraction of a Debenture. Application forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants. The applicant should transfer payments required to be made in relation to subscription for the Debentures by NEFT/RTGS, to the bank account of the Issuer as per the details mentioned in the Application Form. 8.13 Application Procedure Potential investors will be invited to subscribe by way of the Application Form prescribed in the Disclosure Document during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion. In the event of any change in the Issue Schedule including the Deemed Date of Allotment, the Company shall notify the Stock Exchange about such change. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. 8.14 Fictitious Application

All fictitious applications will be rejected. 8.15 Basis of Allotment Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Issue Closing Date. 8.16 Payment Instructions The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture is payable along with the making of an application. Applicants can remit the application amount through NEFT/RTGS on Pay-in Date. Applicants are requested to mention purpose/details of payment as “Investment in YES Bank long tenor bonds”.The RTGS / NEFT details of the Issue Proceeds Account are as under:

Account Name YES Bank Ltd.

Account No. 105052414

Bank YES BANK Ltd.

Branch and Address Worli, Mumbai

Branch IFSC Code YESB0000001

The funds in the Issue Proceeds Account will only be released to the Issuer upon allotment of the Debentures to all the successful applicants, in accordance with the terms of the Transaction Documents. 8.17 Eligible Investors All Eligible Investors (as identified under Section 5.18 herein) are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them. 8.18 Procedure for Applying for Dematerialised Facility

A. The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL prior to making the application.

B. The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.

C. Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP.

D. For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the 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 maintained with the DP.

E. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the R&T Agent to the Issue.

F. If incomplete/incorrect details are given under the heading “Details for Issue of Debentures 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 Issuer.

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

H. The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

8.19 Depository Arrangements The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debenture in dematerialised form. 8.20 List of Beneficiaries The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption monies. 8.21 Procedure for application by Mutual Funds and Multiple Applications In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made. The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of:

A. SEBI registration certificate

B. Resolution authorizing investment and containing operating instructions

C. Specimen signature of authorized signatories

8.22 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 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. 8.23 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

8.24 Prohibition on Purchase / Funding of Instruments Neither the Bank nor a related party over which the bank exercises control or significant influence (as defined under relevant Accounting Standards) shall purchase the instrument, nor can the Bank directly or indirectly fund the purchase of the instrument. Banks shall also not grant advances against the security of the debt instruments issued by them. 8.25 Applications to be accompanied with Bank Account Details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through NEFT/RTGS. 8.26 Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(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 Issuer may, in its absolute discretion, where it thinks 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 Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity. 8.27 Mode of Payment All payments must be made through NEFT/RTGS as set out in the Application Form. 8.28 Effect of Holidays In the event that any of the Coupon payment dates does not fall on a Business Day or any day on which Real Time Gross Settlement (RTGS) or high value clearing does not take place in Mumbai, for any reason whatsoever, the immediately succeeding Business Day shall be considered as the effective date(s) for that payment.

‘Business Day’ shall be a day on which commercial banks are open for business in the city of Mumbai, Maharashtra. If the date of payment of interest does not fall on a Business Day, then the succeeding Business Day will be considered for such payment of interest, however the amount of interest to be paid would be computed as per the schedule originally stipulated at the time of issuing the security. In case the Call Option Date (if exercised) does not fall on a Business Day, the payment will be made on the preceding Business Day, along with coupon/interest accrued on the Bonds until but excluding the date of such payment. In the event that any of the Record Dates does not fall on a Business Day, the immediately succeeding Business Day shall be considered as the Record Day for the purposes of the Transaction Documents. 8.29 Tax Deduction at Source 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/document must be lodged by the debenture holders at least 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 / declaration of non-deduction of tax at source 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 Debenture Holders a Certificate of Tax Deduction at Source. Debenture Holders should also consult their own tax advisers on the tax implications of the acquisition, ownership and sale of Bonds, and income arising thereon. If any payments under this issuance is subject to any tax deduction other than such amounts as are required as per current regulations and laws existing as on the date of the Debentures, including if the Bank shall be required legally to make any payment for Tax from the sums payable in relation to the Debenture (“Tax Deduction”), the Bank shall make such Tax Deduction, and shall simultaneously pay to the Debenture Holders such additional amounts as may be necessary in order that the net amounts received by the Debenture Holders after the Tax Deduction shall equal the respective amounts which would have been receivable by the Debenture Holders in the absence of such Tax Deduction. Any tax deduction at sourced made by the Bank shall be in accordance with the terms of the Transaction Documents. 8.30 Letters of Allotment Each of the Debenture Holders shall be issued proof of allotment of Debentures by way of a physical letter of allotment which shall be issued by the Issuer to the said Debenture Holders on the Date of Allotment. On the completion of all statutory formalities and in no event later than 2 (Two) Business Days from the Date of Allotment, such letter of allotment will be substituted and the depository account of each of the Debenture Holders maintained with its corresponding depository participant shall be credited with such number of Debentures as will be allotted to such Debenture Holders in terms of the letter of allotment issued to it. 8.31 Deemed Date of Allotment All the benefits under the Debentures, will accrue to the Investor from the specified Deemed Date of Allotment. 8.32 Record Date The Record Date will be 15 (Fifteen) Days prior to date of any payment in relation to the Debentures, as the case may be. 8.33 Refunds In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. 8.34 Pan Number Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

8.35 Servicing behaviour 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 principal has fallen due on any debt securities issued by the Bank in the past. The Bank has a consistent record of paying interest on its existing debt securities on respective due dates and no default has been committed by the Bank in servicing of its debt liabilities

8.36 Alterations to the Issue The Company reserves its sole and absolute right to modify the Issue Opening Date, Issue Closing Date, Pay-In Date and Deemed Date of Allotment without giving any reason. In such a case, recipients of this Disclosure Document shall be intimated the revised time schedule by the Company. In case the issue Closing Date/ Pay-In Date is/ are changed, the

Deemed Date of Allotment and the dates on which the coupon payments are to be made on the Debentures etc. may also be changes by the Company in accordance with the tenure of the Debentures at its sole and absolute discretion. Disclaimer: Please note that only those persons to whom this memorandum has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents / authorizations / information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents / information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. Governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.

ANNEXURE I: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

ANNEXURE II: APPLICATION FORM

Registered and Corporate Office: 9thFloor,Nehrucentre,Discovery of India Building, Dr.A.B.Road, Worli, MUMBAI -400018

Tel No: 022 6669 9000 Fax: 022 6669 9155 Email: [email protected] Website: www.yesbank.in

Application Form Sr. No.:________________

Addressed to: [●]

Date: Dear Sirs, Having read and understood the contents of the Disclosure Document on Private Placement dated ___________, 2016, we apply for allotment to us of RATED LISTED UNSECURED PERPETUAL SUBORDINATED BASEL III COMPLIANT

ADDITIONAL TIER I BOND. The amount payable on application as shown below is remitted herewith. On allotment, please place our name on the Register of Bond holders. We bind ourselves to the terms and conditions as contained in the Disclosure Document dated _______________, 2016. We note that the Bank is entitled in its absolute discretion to accept or reject this application whole or in part without assigning any reason whatsoever.

We understand that these investments are being counted towards Tier I Capital of the Bank, and accordingly the payment or repayment of the Coupon and Principal Amount is not guaranteed and is subject to the parameters set out by RBI governing such Tier 1 Capital bonds. We understand that if the parameters set out by the RBI for making coupon payments are not met, we will not receive any coupon on the Debentures. Further, we understand that for making any payment of principal on the Debentures, in addition to meeting the relevant criteria stipulated by RBI for such repayment, the consent of RBI is also required, which is not a routine consent and is provided by RBI in its sole discretion after analysing the financial statements and well-being of the Bank.

(PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE FILLING THIS FORM)

We understand that in case of allotment of Bonds to us / our Beneficiary Account as mentioned above would be credited to the extent of Bonds allotted.

The application shall be for a minimum of 1 (One) Debentures and in Multiples of 1 (One) Debentures thereafter

No. of Bonds (in words)

No. of Bonds (in figures)

Amount (Rs.) (in words)

Amount (Rs.) (in figures)

Payment Details

Date Cheque/Demand Draft drawn on (Name of the Bank &Branch)

Cheque/Demand Draft No.

Cheque should be drawn in favour of “YES BANK LIMITED”

Alternatively Applicant can remit the application amount through RTGS/NEFT on account of “Investment in YES

Bank long tenor bond”. The details of the Issue Proceeds Account are as under:

Account No – 105052414

Account Name – YES Bank Ltd.

IFSC Code: YESB0000001

Branch: Worli, Mumbai

We are applying as {Tick (��) whichever is applicable}

1 Financial Institution 2 Insurance Company 3 Provident, Gratuity, Pension &

Superannuation Fund*

4 Regional Rural Bank 5 Mutual Fund 6 Companies, Body Corporate

7 Trusts, Association of persons,

Societies

8 FPIs 9 Non Resident Individuals

10 Scheduled Commercial Banks

or Co-operative Banks

* In case of Provident/Superannuation/Gratuity Funds claiming exemption from tax deduction at source it is hereby declared that as on the date of application we continue to be exempted under section 10 of the Income tax Act and comply with the provisions of Circular No 4/2002 of the Government of India, Ministry of Finance, Department of Revenue, Central Board of Direct Taxes. Application Details

First Applicant’s Name in Full (Block letters)

Mailing Address in Full (Do not repeat name. Post Box No. alone is not sufficient.)

Pin: Tel: Fax:

Tax Details PAN or GIR No. IT Circle / Ward / District

Not Allotted

Details of Bank Account Bank Name & Branch

Account No.

Nature of Account

IFSC Code

Beneficiary Account Details for Demat Credit

Depository Name

Depository Participants Name

DP – ID

Client – ID

Beneficiary Account No

Name of the Account Holder

Tax Deduction Status: (Please tick one)

Fully Exempt (Please furnish exemption certificate): ____________________________________________________________________

Tax to be deducted at Source: __________________________________________________________________________________

By making this application, I/We acknowledge that I/We have understood the terms and conditions of the Issue of RATED LISTED UNSECURED PERPETUAL SUBORDINATED BASEL III COMPLIANT ADDITIONAL TIER I BOND of YES Bank Limited as disclosed in the Disclosure Document dated ..........................., 2016

Specimen Signature

Name of the Authorised Signatory Designation Signature

1.

2.

3.

Serial No.:---------------------

INSTRUCTIONS

1. Application Forms must be completed in BLOCK LETTERS IN ENGLISH.

2. The applications should be submitted between 9.30 a.m. to 6.30 p.m. on working days at the designated collecting branches of YES Bank Limited.

3. All payments should be through Cheque/Demand Draft or through RTGS. Cash, Stockinvest, Money Orders or Postal Orders will NOT be accepted.

4. Please mention the PAN/GIR No. and IT Circle/Ward/District.

5. Income-tax as applicable will be deducted at source at the time of payment of interest on application money

and on the regular payments. Those desirous of claiming exemptions of tax are required to submit relevant certificate issued by the Income-Tax Officer and/or submit Form 15AA / 15H in duplicate as prescribed in the Income-tax Rules, 1962 along with the Application Form.

6. As a matter of precaution against possible fraudulent encashment of interest warrants due to

loss/misplacement, applicants are requested to mention the full particulars to their bank account, as specified in the Application Form. Interest warrants will then be made out in favour of the bank for credit to the applicant’s account. In case the full particulars are not given, cheques will be issued in the name of the applicant at his/ her risk.

7. The Company is entitled, at its sole and absolute discretion, to accept or reject any application, in part or in full, without assigning any reason. An application form which is not complete in any respect is liable to be rejected.

8. All future communication should be addressed to (unless otherwise intimated):

Mr. Shivanand R Shettigar,

Yes Bank Limited, Indiabulls Finance Centre, Tower -II , 23rdFloor, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013. Email: [email protected]

ANNEXURE III: RATING LETTERS AND RATIONALES

ANNEXURE IV: ILLUSTRATION OF CASHFLOWS*

Scenario – In case Call option is exercised after 5 years of allotment date

CASH FLOWS COUPON/PRINCIPAL PAYMENT DATE

NO. OF DAYS IN COUPON PERIOD

AMOUNT (IN RS.)

1st Coupon December 23, 2017 365 95,000

2nd Coupon December 23, 2018 365 95,000

3rd Coupon December 23, 2019 365 95,000

4th Coupon December 23, 2020 366 95,000

5th Coupon December 23, 2021 365 95,000

Principal repayment (in case Call Option is exercised)** December 23, 2021 1,000,000 *above illustrative cash flows are for a single bond of a face value of Rs. 10,00,000 Holiday convention will be followed in case the Coupon/principal payment date fall on holiday. Payment of Coupons is subject to “Coupon Discretion” as set out in Clause 54 of Section 5.18 of the Disclosure Document **Exercise of Call Option is subject to conditions set out in Clause 31, Clause 32 and Clause 33 of Section 5.18 of the Disclosure Document.

ANNEXURE V: CONDITIONS PRECEDENT

(a) A certified copy of a resolution of the shareholders of the Company should have been submitted to the Debenture Trustee:

(i) Authorising the Board of Directors of the Company to borrow monies; and

(ii) Setting out the authorisation under Section 42 of the Companies Act, 2013 read with the applicable rules in relation to the private placement of Debentures.

(b) The Company shall have obtained an in-principle approval from BSE for listing of the Debentures.

(c) The Company shall have received a letter from the Debenture Trustee that it has acknowledged and has agreed / consented to act as the Debenture Trustee.

(d) Issuance of this Disclosure Document.

ANNEXURE VI: CONDITIONS SUBSEQUENT

1. Certified copy of all necessary corporate actions, approvals and consents for allotment of the Debentures.

2. Within 2 (Two) Business Days from the Deemed Date of Allotment, credit the Debentures in dematerialized form to the demat accounts of Eligible Investors.

3. Receipt of the final listing and trading approval of the Stock Exchange within 15 (fifteen) days from the Deemed Date of Allotment.

4. Evidence that the Bank has paid all applicable stamp duty on the Debentures.

5. Compliance with applicable provisions of the listing agreement(s) entered into with the Stock Exchange, including but not limited to the requirement of obtaining the prior approval of the Stock Exchange in the event of any material modification to the structure of the Debentures.

6. Filing of the Private Placement Offer Letter (Form PAS-4) and Form PAS-5 (record of private placement offer letters) with the Registrar of Companies within 30 (thirty) days of the circulation of the Private Placement Offer Letter and in accordance with the provisions of the Act.

7. Filing of the return of allotment of the Debentures in Form PAS-3 within 30 (thirty) days of the Deemed Date of Allotment and in accordance with the provisions of the Act.

ANNEXURE VII: SHARE CAPITAL HISTORY

Date of Allotment

No of Equity Shares

Face Value

Issue Price

Consideration

(Cash / Other Than cash)

Nature of Allotment

Cumulative

Rs Rs No. of Equity Shares

Equity Share

Capital (Rs)

Equity Share Premium (Rs)

6-Apr-11 744,975

10 Various Prices

Cash ESOP Allotment

347,892,099 3,478,920,990 *

6-May-11 86,625

10 Various Prices

Cash ESOP Allotment

347,978,724 3,479,787,240 *

9-Jun-11 163,670

10 Various Prices

Cash ESOP Allotment

348,142,394 3,481,423,940 *

8-Jul-11 921,495

10 Various Prices

Cash ESOP Allotment

349,063,889 3,490,638,890 *

9-Aug-11 1,256,900

10 Various Prices

Cash ESOP Allotment

350,320,789 3,503,207,890 *

9-Sep-11 725,100

10 Various Prices

Cash ESOP Allotment

351,045,889 3,510,458,890 *

5-Oct-11 456,710

10 Various Prices

Cash ESOP Allotment

351,502,599 3,515,025,990 *

4-Nov-11 259,720

10 Various Prices

Cash ESOP Allotment

351,762,319 3,517,623,190 *

9-Dec-11 167,650

10 Various Prices

Cash ESOP Allotment

351,929,969 3,519,299,690 *

6-Jan-12 343,275

10 Various Prices

Cash ESOP Allotment

352,273,244 3,522,732,440 *

9-Feb-12 386,580

10 Various Prices

Cash ESOP Allotment

352,659,824 3,526,598,240 *

16-Mar-12 327,600

10 Various Prices

Cash ESOP Allotment

352,987,424 3,529,874,240 *

10-Apr-12 694,150

10 Various Prices

Cash ESOP Allotment

353,681,574 3,536,815,740 *

8-May-12 177,600 10 Various Prices

Cash ESOP Allotment

353,859,174 3,538,591,740 *

13-Jun-12 96,790

10 Various Prices

Cash ESOP Allotment

353,955,964 3,539,559,640 *

6-Jul-12 921,300

10 Various Prices

Cash ESOP Allotment

354,877,264 3,548,772,640 *

9-Aug-12 485,435

10 Various Prices

Cash ESOP Allotment

355,362,699 3,553,626,990 *

7-Sep-12 748,175

10 Various Prices

Cash ESOP Allotment

356,110,874 3,561,108,740 *

12-Oct-12 536,825

10 Various Prices

Cash ESOP Allotment

356,647,699 3,566,476,990 *

9-Nov-12 507,850

10 Various Prices

Cash ESOP Allotment

357,155,549 3,571,555,490 *

7-Dec-12 404,140

10 Various Prices

Cash ESOP Allotment

357,559,689 3,575,596,890 *

4-Jan-13 513,050

10 Various Prices

Cash ESOP Allotment

358,072,739 3,580,727,390 *

8-Feb-13 394,150

10 Various Prices

Cash ESOP Allotment

358,466,889 3,584,668,890 *

Date of Allotment

No of Equity Shares

Face Value

Issue Price

Consideration


Nature of Allotment

Cumulative

8-Mar-13 155,400

10 Various Prices

Cash ESOP Allotment

358,622,289 3,586,222,890 *

5-Apr-13 311,200

10 Various Prices

Cash ESOP Allotment

358,933,489 3,589,334,890 *

10-May-13 359,850

10 Various Prices

Cash ESOP Allotment

359,293,339 3,592,933,390 *

11-Jun-13 427,596

10 Various Prices

Cash ESOP Allotment

359,720,935 3,597,209,350 *

5-Jul-13 462,295

10 Various Prices

Cash ESOP Allotment

360,183,230 3,601,832,300 *

8-Aug-13 210,890

10 Various Prices

Cash ESOP Allotment

360,394,120 3,603,941,200 *

6-Sep-13 37,750

10 Various Prices

Cash ESOP Allotment

360,431,870 3,604,318,700 *

11-Oct-13 64,889

10 Various Prices

Cash ESOP Allotment

360,496,759 3,604,967,590 *

6-Nov-13 34,257

10 Various Prices

Cash ESOP Allotment

360,531,016 3,605,310,160 *

4-Dec-13 24,125

10 Various Prices

Cash ESOP Allotment

360,555,141 3,605,551,410 *

10-Jan-14 49,735

10 Various Prices

Cash ESOP Allotment

360,604,876 3,606,048,760 *

6-Feb-14 22,100

10 Various Prices

Cash ESOP Allotment

360,626,976 3,606,269,760 *

7-Mar-14 6,650

10 Various Prices

Cash ESOP Allotment

360,633,626 3,606,336,260 *

4-Apr-14

110,325

10 Various Prices

Cash ESOP Allotment

360,743,951 3,607,439,510 *

7-May-14

171,250

10 Various Prices

Cash ESOP Allotment

360,915,201 3,609,152,010 *

5-Jun-14

53,492,272 10 550 per share

Cash Qualified Institutions Placement

414,407,473 4,144,074,730 540 per share

9-Jun-14

302,900

10 Various Prices

Cash ESOP Allotment

414,710,373 4,147,103,730 *

11-Jul-14

488,825

10 Various Prices

Cash ESOP Allotment

415,199,198 4,151,991,980 *

8-Aug-14

459,325

10 Various Prices

Cash ESOP Allotment

415,658,523 4,156,585,230 *

10-Sep-14

443,000

10 Various Prices

Cash ESOP Allotment

416,101,523 4,161,015,230 *

10-Oct-14

520,065

10 Various Prices

Cash ESOP Allotment

416,621,588 4,166,215,880 *

14-Nov-14

457,842

10 Various Prices

Cash ESOP Allotment

417,079,430 4,170,794,300 *

8-Dec-14

176,220

10 Various Prices

Cash ESOP Allotment

417,255,650 4,172,556,500 *

12-Jan-15 289,944 10 Various Prices

Cash ESOP Allotment

417,545,594 4,175,455,940 *

9-Feb-15 132,615 10 Various Prices

Cash ESOP Allotment

417,678,209 4,176,782,090 *

Date of Allotment

No of Equity Shares

Face Value

Issue Price

Consideration


Nature of Allotment

Cumulative

9-Mar-15 57,889 10 Various Prices

Cash ESOP Allotment

417,736,098 4,177,360,980 *

20-Apr-15 260,294 10 Various Prices

Cash ESOP Allotment

417,996,392 4,179,963,920 *

12-May-15 44,197 10 Various Prices

Cash ESOP Allotment

418,040,589 4,180,405,890 *

23-Jun-15 67,115 10 Various Prices

Cash ESOP Allotment

418,107,704 4,181,077,040 *

10-Aug-15 234531

10 Various Prices

Cash ESOP Allotment

418,342,235 4,183,422,350

*

22-Aug-15 102500 10 Various

Prices Cash ESOP

Allotment

418,444,735 4,184,447,350

*

5-Sep-15 201704 10 Various

Prices Cash ESOP

Allotment

418,646,439 4,186,464,390

*

21-Sep-15 123255 10 Various

Prices Cash ESOP

Allotment

418,769,694 4,187,696,940

*

7-Oct-15 195546 10 Various

Prices Cash ESOP

Allotment

418,965,240 4,189,652,400

*

19-Oct-15 115125 10 Various

Prices Cash ESOP

Allotment

419,080,365 4,190,803,650

*

9-Nov-15 81300 10 Various

Prices Cash ESOP

Allotment

419,161,665 4,191,616,650

*

25-Nov-15 56700 10 Various

Prices Cash ESOP

Allotment

419,218,365 4,192,183,650

*

11-Dec-15 103080 10 Various

Prices Cash ESOP

Allotment

419,321,445 4,193,214,450

*

23-Dec-15 177750 10 Various

Prices Cash ESOP

Allotment

419,499,195 4,194,991,950

*

11-Jan-16 216895 10 Various

Prices Cash ESOP

Allotment

419,716,090 4,197,160,900

*

22-Jan-16 226746 10 Various

Prices Cash ESOP

Allotment

419,942,836 4,199,428,360

*

11-Feb-16 293775 10 Various

Prices Cash ESOP

Allotment

420,236,611 4,202,366,110

*

24-Feb-16 105050 10 Various

Prices Cash ESOP

Allotment

420,341,661 4,203,416,610

*

9-Mar-16 98880 10 Various

Prices Cash ESOP

Allotment

420,440,541 4,204,405,410

*

23-Mar-16 91100 10 Various

Prices Cash ESOP

Allotment

420,531,641 4,205,316,410

*

8-Apr-16 223150 10 Various

Prices Cash ESOP

Allotment

420,754,791 4,207,547,910

*

2-May-16 68200 10 Various

Prices Cash ESOP

Allotment

420,822,991 4,208,229,910

*

12-May-16 101300 10 Various

Prices Cash ESOP

Allotment

420,924,291 4,209,242,910

*

25-May-16 73800 10 Various

Prices Cash ESOP

Allotment

420,998,091 4,209,980,910

*

14-Jun-16 43350 10 Various

Prices Cash ESOP

Allotment

421,041,441 4,210,414,410

*

24-Jun-16 52300

10 Various Prices

Cash ESOP Allotment

421,093,741

4,210,937,410

*

Date of Allotment

No of Equity Shares

Face Value

Issue Price

Consideration


Nature of Allotment

Cumulative

09-Jul-16

69,646

10 Various Prices

Cash ESOP Allotment

421,163,387

4,211,633,870

*

20-Jul-16

53,160

10 Various Prices

Cash ESOP Allotment

421,216,547

4,212,165,470

*

10-Aug-16

56,300

10 Various Prices

Cash ESOP Allotment

421,272,847

4,212,728,470

*

24-Aug-16

72,428

10 Various Prices

Cash ESOP Allotment

421,345,275

4,213,452,750

*

26-Sep-16

313,938

10 Various Prices

Cash ESOP Allotment

421,659,213

4,216,592,130

*

*Shares were allotted pursuant to exercise of options granted under various ESOP schemes of the Bank. The Allotment prices are different for

each grant.

ANNEXURE VIII: BOARD RESOLUTION/ CAPITAL RAISING COMMITTEE RESOLUTION COPY

ANNEXURE IX: SHAREHOLDER RESOLUTIONS COPY

ANNEXURE X: IN PRINCIPLE LISTING APPROVAL

ANNEXURE XI: DISCLOSURE ON RELATED PARTY TRANSACTIONS

The Bank has transactions with its related parties comprising of subsidiary, key management personnel and the relative of key management personnel As per AS 18 “Related Party Disclosures”, notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014, the Bank’s related parties are disclosed below: Subsidiary

• Yes Securities (India) Limited.

Individuals having significant influence:

• Mr. Rana Kapoor, Managing Director & CEO

Key Management Personnel (‘KMP’) (Whole time Director)

• Mr. Rana Kapoor, Managing Director & CEO

The following represents the significant transactions between the Bank and such related parties including relatives of above mentioned KMP during the year ended March 31, 2016:

(Rs. in thousands) Items / Related Party Category

Subsidiaries

Maximum Balance

during the year

Whole time directors / individual having

significant influence

Maximum Balance

during the year

Relatives of whole time directors / individual

having significant influence

Maximum Balance during

the year

Deposits 166,315* 275,715 # # 5,414* 11,136

Investment 500,000* 500,000

Interest paid 13,284 # 354

Reimbursement of

Cost incurred

5,313 # -

Receiving of services 58,664 -

Dividend paid - #

*Represents outstanding as of March 31, 2016 #In Financial Year 2015-16 there was only one related party in the said category, hence the Bank has not disclosed the details of transactions in accordance with circular issued by the RBI on March 29, 2003 “Guidance on compliance with the accounting standards by banks”.

The following represents the significant transactions between the Bank and such related parties including relatives of above

mentioned KMP during the year ended March 31, 2015:

( Rs. in thousands) Items / Related Party Category

Subsidiaries

Maximum Balance

during the year



Maximum Balance

during the year




the year

Deposits 171,940* 191,937 # # 7,558* 64,132

Investment 350,000* 350,000

Interest paid 7,926 # 2,340

Reimbursement of

Cost incurred

789 # -

Receiving of services 22,041 #

Dividend paid - # -

* Represents outstanding as of March 31, 2015 # In Financial Year 2014-15 there was only one related party in the said category, hence the Bank has not disclosed the details of transactions in accordance with circular issued by the RBI on March 29, 2003 “Guidance on compliance with the accounting standards by banks”.

The following represents the significant transactions between the Bank and such related parties including relatives of above mentioned

KMP during the year ended March 31, 2014:

(Rs. in thousands) Items / Related Party Category

Subsidiaries

Maximum Balance

during the year



Maximum Balance

during the year




the year

Deposits 65,722* 123,192 # # 4,061* 69,636

Investment 175,000* 175,000

Interest paid 5,421 # 5,216

Reimbursement of

Cost incurred

327 # -

Dividend paid - # -

* Represents outstanding as of March 31, 2014 # In Financial Year 2013-14 there was only one related party in the said category, hence the Bank has not disclosed the details of transactions in accordance with circular issued by the RBI on March 29, 2003 “Guidance on compliance with the accounting standards by banks”.

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