QIP

DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY BANK OF INDIA (THE “BANK”).

IN CONNECTION WITH A QUALIFIED INSTITUTIONS PLACEMENT AND IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE OFFERING (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR MAY RESULT IN THE BANK BEING SUBJECT TO ANY ADDITIONAL DUTIES FOR ANY ARRANGEMENT IN ADDITION TO THOSE REQUIRED UNDER INDIAN LAW, WHICH MAY BE FURTHER NOTIFIED (IF ANY), (THE “RESTRICTED TERRITORIES”).

IF YOU ACCESS THE PRELIMINARY PLACEMENT DOCUMENT CONTRARY TO THE FOREGOING RESTRICTIONS, YOU WILL BE INELIGIBLE TO PURCHASE THE SECURITIES.

THE PRELIMINARY PLACEMENT DOCUMENT MAY CONTAIN STATEMENTS ABOUT FUTURE EVENTS AND EXPECTATIONS THAT CONSTITUTE FORWARD-LOOKING STATEMENTS. THERE CAN BE NO ASSURANCE THAT THE RESULTS AND EVENTS CONTEMPLATED BY THE FORWARD-LOOKING STATEMENTS CONTAINED THERE WILL IN FACT OCCUR. THE BANK, ITS DIRECTORS, THE BOOK RUNNING LEAD MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES DO NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO, AND DO NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF ANY INFORMATION OR OPINION IN THE PRELIMINARY PLACEMENT DOCUMENT.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DOWNLOAD, DELIVER, FORWARD THE PRELIMINARY PLACEMENT DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (2) REPRODUCE SUCH PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THE PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SEBI ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

THE PLACEMENT AND DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING DONE IN RELIANCE ON CHAPTER VI OF THE SEBI ICDR REGULATIONS, AS AMENDED ON A PRIVATE PLACEMENT BASIS, AND IS MEANT ONLY FOR QIBS THAT ARE (I) ELIGIBLE TO PARTICIPATE IN THE ISSUE, AND WHICH (II) ARE NOT EXCLUDED PURSUANT TO REGULATION 179(2)(B) OF THE SEBI ICDR REGULATIONS, (III) ARE NOT RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER APPLICABLE LAW AND (IV) TO THE EXTENT APPLICABLE, HAVE A VALID AND EXISTING REGISTRATION UNDER THE APPLICABLE LAWS AND REGULATIONS OF INDIA. PLEASE NOTE ONLY QIBS AS DEFINED IN REGULATION 2(1)(SS) OF THE SEBI ICDR REGULATIONS, AND NOT OTHERWISE RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER THE APPLICABLE LAWS, INCLUDING THE SEBI REGULATIONS AND ARE RESIDENTS OF INDIA OR ARE ELIGIBLE FPI PARTICIPATING THROUGH SCHEDULE II OF THE FOREIGN EXCHANGE MANAGEMENT (NON-DEBT INSTRUMENTS) RULES, 2019 (“FEMA RULES”) ARE ELIGIBLE TO INVEST IN THE ISSUE, PROVIDED THAT WITH RESPECT TO FPIS, ONLY ELIGIBLE FPIS APPLYING UNDER SCHEDULE II OF THE FEMA RULES WILL BE CONSIDERED AS ELIGIBLE QIBS AND ARE ELIGIBLE TO INVEST IN THIS ISSUE. NEITHER AIFs OR VCFs WHOSE SPONSOR AND MANAGER ARE NOT INDIAN OWNED AND CONTROLLED IN TERMS OF THE FEMA RULES NOR FVCIS, MULTILATERAL OR BILATERAL DEVELOPMENT FINANCIAL INSTITUTIONS ARE PERMITTED TO PARTICIPATE IN THIS ISSUE.

INVESTING IN THE EQUITY SHARES DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE EQUITY SHARES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE RISK FACTORS AND THE OTHER INFORMATION CONTAINED IN THE PRELIMINARY PLACEMENT DOCUMENT PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE EQUITY SHARES DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT.

YOU ARE REMINDED THAT DOCUMENTS TRANSMITTED IN ELECTRONIC FORM MAY BE ALTERED OR CHANGED DURING THE PROCESS OF TRANSMISSION AND CONSEQUENTLY NEITHER THE ISSUER, BOOK RUNNING LEAD MANAGERS NOR ANY OF THEIR AFFILIATES NOR THEIR DIRECTORS, OFFICERS AND EMPLOYEES ACCEPTS ANY LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ALTERATIONS OR CHANGES WHICH MAY HAVE TAKEN PLACE DURING THE COURSE OF TRANSMISSION OF THE PRELIMINARY PLACEMENT DOCUMENT IN ELECTRONIC FORMAT. ANY OTHER INFORMATION CONTAINED IN, OR THAT CAN BE ACCESSED VIA OUR WEBSITE DOES NOT CONSTITUTE A PART OF THE PRELIMINARY PLACEMENT DOCUMENT.

Please read this notice carefully — it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Basis of access

The placement and distribution of the preliminary placement document dated August 17, 2021 (the “Preliminary Placement Document”) is being done in relation to the proposed qualified institutions placement of the equity shares of the Bank, having placed reliance on Chapter VI of the SEBI ICDR Regulations.

The Preliminary Placement Document and any other materials placed herein (the “Materials”) are so placed pursuant to the SEBI ICDR Regulations and are not intended to nor constitute an invitation to subscribe or a solicitation to offer to subscribe to the securities referred therein. Unless a pre-numbered Placement Document accompanied by an application form is addressed to a specific person inviting such person to make a bid through such application form, no offer and/or invitation of offer shall be deemed to have been made.

Unless specified otherwise, the information in the Preliminary Placement Document is as of the date thereof and neither the Bank, its directors nor IDBI Capital Markets & Securities Limited, ICICI Securities Limited, J M Financial Limited, IIFL Securities Limited, ITI Capital Limited, BOI Merchant Bankers Limited and Systematix Corporate Services Limited (“Book Running Lead Managers”) are under any obligation to update or revise the Preliminary Placement Document to reflect circumstances arising after the date thereof.

The Preliminary Placement Document is personal to each prospective investor and does not constitute an offer or invitation or solicitation of an offer to the public or any other person or class of investors within or outside India other than eligible qualified institutional buyers, as defined in the SEBI ICDR Regulations. The Preliminary Placement Document has not been and will not be registered as a prospectus or a statement in lieu of prospectus with any Registrar of Companies in India, will not be circulated or distributed to the public in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction. The Preliminary Placement Document is not and should not be construed as an invitation, offer or sale of any securities to the public in India.

The Placement Document has not been and will not be reviewed or approved by any statutory or regulatory authority in India, including the Securities and Exchange Board of India, the Reserve Bank of India, any Registrar of Companies in India or any stock exchange in India.

Access to electronic versions of these materials is being made available by the Bank pursuant to the requirements under Regulation 175(4) of the SEBI ICDR Regulations.. Any person seeking access to this webpage agrees to the terms and conditions contained herein. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy the securities mentioned in such materials (the “Securities”). Further, it does not constitute a recommendation by the Bank or Book Running Lead Managers or any other party to sell or buy the Securities. Access to this website shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. we are not soliciting any action or decision based on the information on this website.

You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses. Neither the Bank, the Book Running Lead Managers nor any of their affiliates, their directors, officers and/or employees will be liable or have any responsibility of any kind for any loss or damage that you may incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these Materials. Access to this website does not constitute a recommendation by the Bank, the Book Running Lead Managers or any of their respective affiliates, or any other party to subscribe to or buy or sell the securities of the Bank.

The information available on the Bank’s website and website of Subsidiary or Associate does not form part of the Preliminary Placement Document.

Overseas Persons

Viewing the materials on this webpage may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons who wish to view these materials should satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. In particular, unless otherwise determined by the Bank and permitted by applicable law and regulation, the materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for the Securities by the Bank made in the Restricted Territories or any other jurisdiction in which such offers or sales are unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

In particular, the Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States or the other Restricted Territories. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, taken up, exercised, renounced, resold, delivered or distributed, directly or indirectly, in or into the United States or the other Restricted Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of the Securities in the United States.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Confirmation of understanding and acceptance of disclaimer

Electronic versions of these materials are not directed at or accessible by nor should they be made available to persons located in the Restricted Territories or in any other restricted jurisdiction.

By clicking on “Agree”, I further agree that I am (i) not located in any of the Restricted Territories or in any other restricted jurisdiction; (ii) a qualified institutional buyer (as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended); (iii) not excluded pursuant to regulation 179(2)(b) of the SEBI ICDR Regulations, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended; (iv) not an alternative investment fund or venture capital fund whose sponsor and manager are not Indian owned and controlled in terms of the FEMA Rules or a foreign venture capital investor, multilateral or bilateral development financial institutions; (v) not restricted from participating in the Issue under applicable law and (vi) to the extent applicable, have a valid and existing registration under the applicable laws and regulations of India and you agree that the information contained herein is not an offer to the public or to any other class of investors.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “Agree” button, I confirm that I am permitted to proceed to electronic versions of these materials.