INTRODUCTION OF YES BANK Yes Bank is a private bank in India.

It was founded by Ashok Kapur and Rana Kapoor, with the duo holding a collective financial stake of 27.16%. MrAshok Kapur was killed in a terrorist attack in 2008 in Mumbai. YES BANK has received significant national and international recognitions which include Dr. Rana Kapoor, Founder, MD & CEO being recognised as the Entrepreneurial Banker of the Decade (20012010) by Bombay Management Association; Business Standard Banker of the Year 2011; India's No. 1 New Private Sector Bank in the Financial Express-E&Y Best Banks Survey 2010, India's Fastest Growing Bank of the Year at the Bloomberg UTV Financial Leadership Awards 2011., India's No. 1 New Private Sector Bank in the Financial Express-E&Y Best Banks Survey 2010, India's Fastest Growing Bank of the Year at the Bloomberg UTV Financial Leadership Awards 2011. YES BANK received certification for its 'Complaints Management System (ISO 10002:2004)' by the British Standard's Institution (BSI) as on August 25, 2010. The Bank was also awarded the ISO 27001:2005 Certification for its 'Information Security Management System' by BSI. In 2010, the bank announced the roll-out of a strategic blueprint, named Version 2.0 of the bank, to further accelerate its business growth in the retail banking space, with the objective to achieve by 2015, a balance sheet size of 1,50,000 crore, deposits

of 125,000 crore, advances of 100,000 crore, a pan India network of 900 branches and a human capital base of 12750 by 2015.

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

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

Yes Bank obtained its certificate of Commencement of Business on January 21, 2004. Subsequently, in March 2004, the Bank achieved the mobilization of the initial minimum paid up capital of Rs. 2,000 million. Further, the Promoters by their letter dated March 29, 2004 made a final application for a banking licence under Section 22 (1) of the Banking Regulation Act, 1949 providing complete details of the capital structure, the composition of Board of Directors, the proposed human resources, information technology, premises and legal-policies and the business and financial

plan of the Bank.

RBI by their letter dated May 24, 2004, under Section 22 (1) of the Banking Regulation Act, 1949, granted us the licence to commence banking operations in India on certain terms and conditions including a term that 49.0% of our pre-Issue share capital held by the Promoters (domestic and foreign) was to be locked-in for five years from the licensing of the Bank, being May 24, 2004. In our case, this 49.0% has been met by locking-in Equity Shares representing 29.0% of the share capital held by Mr Rana Kapoor and Mr Ashok Kapur and Equity Shares representing 20.0% of the share capital held by Rabobank International Holding. See Note 2 in the section titled "Capital Structure-Promoter Contribution and Lock-In" on page 13 of this Red Herring Prospectus. Further, the terms of the banking license granted to us by RBI require that the promoter holding in excess of 49%, shall be diluted after one year of the Bank's operation. It is also stipulated that the paid up capital (which currently stands at 2,000 million) must be raised to Rs. 3,000 million within three years of commencement of business.

Further, by their letter dated September 2, 2004, RBI included the Bank in the Second Schedule of the RBI Act, 1934 with effect from August 21, 2004 and a corresponding notification was published in the Official Gazette of India (PART III-Section 4) on August 16, 2004.

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

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

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

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

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

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

The aforesaid loan agreements provide that the Promoters shall not dispose of their shareholding in Mags and Morgan, respectively, during the tenure of the loan. Further, Mags and Morgan have undertaken that they shall not dispose of the Equity Shares during the tenure of the loan. The Promoters, along with Mags and Morgan, have agreed that they shall cause us to issue such share certificates in .respect of

Equity Shares to Mags and Morgan that state that the transfer of the shares without the consent of Rabobank International Holding will be invalid. In the event that the Equity Shares are held in dematerialised form, it is required that an agreement giving effect to this clause is entered into with the concerned depository.

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

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

"Our Promoters-Companies Promoted by the Promoter Group" on page 98 of this Red Herring Prospectus.

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

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

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

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

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

INVESTMENT BY THE PRIVATE EQUITY INVESTORS

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

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

The MIA provides that 21 days' notice of each Board meeting is required to be given to each Private Equity Investor, and the agenda for the meeting is required to be circulated 10 days prior to the meeting. The MIA lists out certain items that can be

discussed only if the same are stated in the agenda to the Board meeting, such as filing for bankruptcy or winding up, change in capital structure, merger, amalgamation or consolidation, modification of the any of our charter documents, and the appointment and removal of directors. The presence of half the number of the Board, present for the entire duration of the meeting is necessary to constitute a quorum for the meeting, unless the same is with the consent of the Private Equity Investors.

In terms of the MIA, all parties subscribing to the Equity Shares prior to or simultaneously with the Private Equity Investors are prohibited from transferring their Equity Shares for a period of three years from the date of completion, i.e., March 10, 2004. However, the MIA also prescribes the following exceptions to the aforesaid lock-in: (i) where we suffer a loss of reputation; (ii) where the Private Equity Investors are required by law to liquidate their shareholding in us; (iii) where there is a reduction in either the period of lock-in or in the number of Equity Shares, by RBI, in relation to the five-year statutory lock-in imposed on the shareholding of Rabobank International Holding, the Private Equity Investors would be entitled to transfer their Equity Shares on a pro-rata basis or if there is reduction in the lock-in period by RBI in respect of the Equity Shares held by Rabobank International Holding to less than 36 months from the date of completion, then the restriction on the transfer of Equity Shares by the Private Equity Investors shall be in force for such reduced period of time; iv) where our Promoters or the Promoter Group Companies are required to sell their Equity Shares for the repayment of the loan facility availed by Mags and Morgan from Rabobank International Holding; (v) the sale of three million Equity Shares by our Promoters through the random order matching system of the stock exchanges after

the listing of our Equity Shares, after the repayment of the loan facility availed by Mags and Morgan from Rabobank International Holding and (vi) the sale of 1,150,000 Equity Shares, 850,000 Equity Shares, 850,000 Equity Shares by Citicorp, ChrysCapital and AIF Capital, respectively, through the random order matching system of the stock exchanges after the listing of the Equity Shares. Further, the Equity Shares held by the Private Equity Investors will be locked-in along with our entire pre-lssue equity share capital for a period of one year from the date of allotment of Equity, Shares in this Issue. See the section titled "Promoter Contribution and Lock-in" on page 13 of this Red Herring Prospectus.

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

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

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

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

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

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

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

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

2005

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

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

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

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

--Yes Bank joins hands with IBM for tech infrastructure

-Yes Bank launches International Gold, Silver debit card

2006

-Yes Bank Launches YES MICROFINANCE

-YES Bank join hands with Reuters

2007

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

2008

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

- Yes Bank and PTC+, a premier Dutch practical training institution in the field of

high technology agriculture have announced an alliance to develop projects and encourage innovations in the agri sector and other initiatives in the field of agriinfrastructure.

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

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

2009

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

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

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

2010

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

-Yes Bank raises USD 225 million (Rs. 1033.87 crores) through a Qualified Institutions Placement

-YES BANK commences operations in Assam

-Yes Bank takes off into the Next Generation Phase - Launches Version 2.0

- YES BANK receives Baa3 Long Term International Rating from Moody's

2011

- YES Bank enters into a strategic alliance with Dewan Housing Finance Corporation Limited (DHFL)

- Yes Bank hikes saving deposit rate from 6% to 7%

- YES BANK recognized as "Indias Fastest Growing Bank of the Year" at the Bloomberg UTV Financial Leadership Awards 2011

- YES BANK enters into an MoU with the Government of Gujarat

- YES BANK awarded ISO 27001:2005 Certification

2012

-Yes Bank has launched Auto Credit Service to boost its low cost deposits and attract retail customers

- Yes Bank gets RBI nod for broking subsidiary

- YES BANK awarded The Financial Insights Innovation Award at the Asian Financial Services Congress, Singapore

- YES BANK establishes its presence in Thiruvananthapuram, Kerala State

- YES BANK launches Indias first Social Deposit Account

PRODUCT AND SERVICES PROVIDED BY YES BANK CORPORATE FINANCE - Product and Service Our range of products and services fall under the following three broad categories: Infrastructure Banking Unit (IBU): This unit provides a full range of advisory and credit linked products to clients with a special focus on the infrastructure sector. We meet the financing needs of clients operating in the Power, Telecom, Mining, Oil & Gas, Transportation and Wind Energy segments. We assist our clients to obtain funding for projects and also offer end-to-end advisory services from the planning stage to financial closure. Structured & Project Finance Unit (SP&F):The SP&F unit offers structured and project finance expertise to non-infrastructure clients. The areas of specialization include:

A. Securitization- We provide solutions that offer companies access to strategic sources of funding by converting assets with probable and predictable cash flows into a source of capital. This alters the risk profile of the corporate, provides the necessary liquidity and offers investors an opportunity to gain higher yields while taking acceptable risks.

B. Structured Liability Products- The SP&F Group, in conjunction with the Debt Capital Group, offers liability products to a range of financial and retail clients in packaging, structuring and placing ABS, MBS, CLOs and CDOs to generate costefficient liabilities for our clients.

C. Debt Syndication- We provides debt solutions from local and international markets to both private and public sector institutions. Our strong relations with Borrowers,

other banks and Institutional investors help our clients to fulfil their desired financing requirements.

D. Leverage Finance- This encompasses the origination, structuring, underwriting and participation through Funding in Leveraged Finance transactions, including leveraged Buy-Outs, Take-overs and General Acquisition Finance.

E. Asset & Tax based structures- Comprehensive solutions to provide tax benefits, finance for physical assets and advisory services for leases. Financial Restructuring Unit (FRU): This Unit provides specialized advisory services on financial restructuring, with expertise in the area of stressed assets. We offer our clients expert advice and creative product solutions to overcome balance sheet and financing constraints. The team also assists financially distressed companies in the creation and implementation of comprehensive financial restructuring packages.