I Permanent I

-
From To
Indian Overseas Bank .. A Ref. No. EST/ELt/2018-19
Central Office <

763, Anna Salai, CHENNAI -

600002
00 .
Date: 29.12.2018
Issuing Department: Investor
Relations Cell

All Branches /Regional Offices / Zonal Offices/ Other Offices

-

INDIAN OVERSEAS BANK EMPLOYEE STOCK PURCHASE SCHEME 2018

"I AM lOB; I OWN lOB"

To All Permanent Employees, Offices and Branches:

Offedor Indian Overseas Bank Employee Stock Purchase Scheme, 2018

(lOB - ESPS2018) (lithe scheme") -

Number of Shares Offered 18,24,00,000

Offer Price Rs.11.90 per equity share
Offer Period From 31.12.2018 to 21.01.2019·

1. Indian Overseas Bank Employee Stock Purchase Scheme 2018 (IOB-

ESPS2018) as cpproved by the Board of Directors containing therein
the terms of offer and other disclosures in terms of SEBI(Share Based
Employee Benefits) Regulations, 2014 is ottoched as Annexure- I to this
circular.
2c "Eligible Employee" means a "Permanent Employee" of the Bank
working in India or abroad Ji.e. only expat officers posted in overseas
branches / offices) as on December 29th, 2018 i.e. the cut-off date fixed
for the purpose;
Provided thot the employees falling under the following categories as
on cutoff date shall not be eligible to participate in the Scheme:
(i) the employees under suspension;
(ii) the employees who have tendered their resignation/ VRS;
(iii) the employees who have been issued disciplinary Notices for
termination of their employment in the Bank due to being
cbsentwithout leave.

.
3. The number of equity shares offered to .each of the "Eligible Employee"
scale wise/category wise is part of the scheme attached as Annexure-
I to this circular and the same is reproduced hereunder.-

It may be noted that this number is only an indicative number of shares

proposed to be granted for subscription to the eligible employee.
Page 1 of 7
 Eligible employee can subscribe more or less than the number of shares
offered. I~ case of oversubscription, the allotment will be done on
prorata basis.

The number of shares offered to each category (Grade Wise) of Eligible

Employees shall be as under:-
~
Number of Shares
SI. Scale/
Employee Group offered to each
No. Category ,

Employee
1 MD & CEO 15,000
2 Executive Director 15,000
3 General Manaqer Scale VII 15,000
4 Deputy General Manager Scale VI 14,000
5 Assistant General Manaqer Scale V - 12,000
6 Chief Manager Scale IV 1,2,000
7 Senior Manaqer Scale III 10,000
8 Manager Scale II 10,000
9 Assistant Manaqer Scale I 10,000
10 Clerical Award 6,000
11 Sub Staff Award - 2,000
12 .Sweeper Award 800

4. The Offer Price/Purchase Price is RS.ll.90 per share including premium.

(The discounted price offered to staff is a cost to the Bank. It is estimated
that the Bank will bear the cost of Rs. 54 crores approximately, under
establishment expenditure, in the process of offering shares under lOB -
ESPS2018 to its employees.)

5. The Eligible Employees can apply for additional number of equity shares
over and above the number of equity shares offered to him/her. In case
of oversubscription the allotment will be done on prorata basis.

6. No Eligible Employees shall have any right of renunciation/assignment in

favour of any person in respect of the Shares offered to him/her under
10B-ESPS?018. The Equity Shares offered under the scheme con be
applied for in the name of the Eligible Employee only.

7. The allotment of Equity Shares under the IOB-ESPSwill be made in Demat

mode only. As such, all the Eligible Employees to ~whom offer is being
made. must be in possession of Demat Account in his/her individual
name as on date of making the application for allotment of shares under
said scheme. No equity shares will be credited in any Demat Account
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 held in joint names. On successful allotment, funds will be transferred to
IOB-ESPS 2018 Application Money Account.,

8. The right of the employee who do not subscribe to the offer mode under
the IOB-ESPS2018 sholl lcpse on closure of the issue. In case of under
subscription, the.sold right sholl lapse to the extent of under subscription
on closure of the issue.

9. In terms of provisrons under SEBI (Shore Based Employee Benefits)

. Regulations, 2014, the equity shores proposed to be issued under the
present ESPSsholl be locked-in for a minimum period of one year from
the dote of allotment. Further, Eligible Employees sholl be under the
obligation to comply with the stipulations under the Bonk's Code of
Conduct for Prohibition of Insider Trading and/or any further
drcular/stipulations by the Bonk/Statutory or Regulatory Authority in this
regard.

10.The detailed instructions for' filling up the application form is placed at

Annexure-II of this Circular.

11. All Eligible Employees should toke utmost care while issuing/signing the
debit authority towards remittance of their Shore Applicction Money for
the equity shores applied by them under this Offer and must ensure
required balance of amount in their SB account mentioned in the debit
~ .
authority.
Notwithstanding anything contained in this circular, the allotment of
equity shores sholl be mode only after receipt of application money
against valid applications.

12.The offer to the Eligible EmpJoyees opens for subscription on December

31 ". 2018 and closes on January 21 st, 2019 (both days inclusive).
Applications will be accepted till 8.00 P.M. on January 21st, 2019.
,
13. Application for Eligible Employees is available in CHRIS Login.
• Application should be made in individual name onty.
• Each Employee to whom offer is made is required to fill up the
application online, take a print out of the application and sign the
application at all required places.
• Employee Roll No. will be the Application Number
• Application for ESPSshould be made for'mlnlrnum of 500 shares and
multiples of 100 thereafter

Page 3 of 7
 • Duly filled in and signed Application Forms shall be collected by the
respective Branch Manager/RegJonal Office l Zonal Office/ STCs/
Central Office etc. who will verify the correctness of the detoils
includ1ng signature of the employees of his Branch/Office.
• In order to avoid rejection of application, employees are advised to
carefully fill up the requisite particulars in the Application Form.
• Once the application is submitted, in case the employee wishes to
modify detail such as number of shares cpplied-tor and DP 10/ Client
10,· modification of the application form earlier submitted is
permitted. For further detail refer Annexure II.
• Any number of modifications will be permitted only during issue
period, However 'each employee can submit only one application
for ESPS.

14.ln order to facilitate smooth collection of application forms/payment of

application money and to provide requisite clarification on the motter,
the Zonal Heads and Regional Heads are required to nominate an
officer of each Zone f Region who will be designated as Nodal Officers
for their respective Zones / Regions. Application forms duly filled in with
duly signed debit authority should be submitted to the Branch Manager
of the respective Branch/ Designated Officer at Regional Offices/ Zonal
Offices / STCs/ Central Office etc. on or before the last date and time
as specified in para 12 above.

15. (i) The Branch Manager/ Designated Officer at Regional Offices / Zonal
Offices / STCs/ Head Office etc. shall approve the application in CHRIS
module after due checking of the data displayed in the screen.
(ii) The system will block the Savings Bank account mentioned in the
application form as per ASBA Process.

16.The Branches are required to preserve the application forms complete

in all respects in the Branch in a separate file until closure date of the
issue. Upon closure of the issue, all he forms collected at the branch
shall be couriered through reputed courier serv.ice to Merchant
Banking D_epartment at the following address along with a certificate
duly signed by the branch head as per Annexure - III. The details of
the courier ticket shof also be advised to Merchant Banking
Department bye-mail. The Branch Manager shall endeavor to ensure
submission of all duly filled in application of the emeloyees of his/her
Branch at an earliest date after opening of the issue.

Page 4 of 7
 17.For further guidance/clarifications/assistance, the employees of the
Bank to whom offer is made can contact the following:

I EmaillD I esps@iob.in

Type of Issue Contact Person Mobile Number

Mr. R Krishnamoorthy, A.G.M. HRMD 9952083884
HRMD related c;
Mr. TT Ashok, Chief Manager, IRD 9952951924
Mr. Jayakumar, Senior Manager, 9840233015
Demat Account MBD ..
Related Mr. Nagappan, Senior Manager" 9962430345
,
MBD
-
Mr. Ritesh Kumar, Chief Manager, 8595107015
Investor Relations Cell.
ESPSRelated "
Ms. Deepa Chellam, Company 9840885952
Secretary

18.The Bank will take all necessary steps for credit of the allotted equity
shares in the demat account of the Eligible Employees whose
applications are found to be valid and complete in all respects and
who are ollotted equity shares in accordance with the terms of this
offer.
19.All Branch Managers, Regional Heads, Zonal Heads and the General
Managers at Central Office are requested to bring the contents of this
circular to the notice of all the permanent employees of the Bank.
-
20.The discount offered on the, fair market value of share will be reckoned
" as perquisite & will be governed by extant provisions of the Income Tax
Act.

21.Thiscircular is being issued with the approval of competent authority.

Disclaimer: Investment in the equity shares involves risks including, 'but not limited to,
mark'et risks and Company specific risks. The investors must rely on their own
independent analysis/ examination bf Indian Overseas Bank ("the Bank") and this
Employee Offer, including the merits and risks involved in the investment, prior to
making any investment decision. Eligible Employees are advised to make their own
independent decision and seek their own financial and legal advice, and this Circular
should not be construed as a recommendation}o subscribe to the Employee Offer
under Indian Overseas Bank Employee Stock Purchase Scheme 2018 (JOB ~ ESPS2018)
either by the Bank or any of its advisors. Neither the Bank nor its advisors will be
responsible for any losses, claims for damages that may be incurred by any Eligible
Employee participatinfJ in the present 10B-ESPS2018.
L-c~

Page 5 of 7
Annexure-II

Instructions for filling up the Application Form

1. Open CHRIS LOGIN and Click on "Employee Stock Purchase Scheme

(ESPS)". Choose option "ESPSApplication".

2. Employee detoils . DP-ID,Client 10, PANnumberwill be fetched by the system

from the data earlier captured. Wherever email id. mobile number isavailable
for the member in CHRIS,the same will also be fetched.

4. Fillin all relevant particulars (No. of shares ,SBAccount Number, emailed,

mobile_no, Address for communication). User to confirm having read the
terms and conditions of the offer (available in the circular issued) and click on
Submit.

5. After that, take a printout of the form by clicking "PRINT".

6. Sign in the form and submit it to respective Branch Manager/ Designated

Officer at Regional/Zonal Offices / STCs/Central Office etc.

7. Branch head / designated official in Administrative office shall ensure,that

the application ~ complete in all respects and approve the same. Forthis the
approval authority shall use the same CHRISmenu with option "ESPSApproval".

7. Modify option for modification of detail such as number of sharesapplied for

and DP 10/ Client 10 isavailable in Finacle menu HIPOBAP.In case the member
desires to revise the number of shares cpplied. then first the revision has to be
registered in CHRISlogin and a fresh form to be generated. The duly signed
form should be banded over to the branch head / designated official.

8. If the earlier application by the member has not yet been approved, then
the same shall be approved through CHRISlogin. However, if the modification
is done subsequent to approval of the first time application, the Branch head
/ designated official shall, after due checking of the form submitted, shall do
the required modification in the Finacle Menu (using Modify option) as per
application end submit. Approving official shall ensure that fresh block is
created in the account for the revised amount correctly.

9. Fresh Application shall not be allowed to be entered directly in FINACLE.

Page 6 of 7
Annexure - III

From To
Indian Overseas Bank Indian Overseas Bank
Branch Code Merchant Banking Division
Central Office
_________ Branch 763, Anna Solei.
CHENNAI - 600 002
Date:

SUB: lOB ESPS 2018

We forward herewith the following applications received from our _Staff Members for
the captioned Share Issue Offer by the Bank. We certify that all the said applications
have been duly entered and approved in the system as per process guidelines issued
and funds blocked to The extent required.

SI.No. Roll No Name No. of Block ID Date

shares Blocked
applied
-
--
-
-

-
c;

Total Number of applications:

Name:

Designation:

.
Page 7 of 7
 Only for private"'circulation amongst the Employees of Indian Overseas Bank (the "Bank")

Indian Overseas Bank,

Central Office
INDIAN OVERSEAS BANK - Employee Stock Purchase Scheme (lOB-ESPS) - 2018
~ December 29, 2018
Indian Overseas Bank is a "Corresponding New Bank" under the provisions of Banking Companies (Acquisition and Transfer of
Undertakings) Act, 1970.

HeadOllice Central Office, 763 Anna Salai, Chennai 60 002

Tel No. 044 - 2841 5702, 2851 9654

EmaillD. investor@iobnet.co.in -::-

- - investor@iobnet.co.in
Exclusive emaillD for
investors/shareholders
- -
'"
Website ~.iob.in

Contact Person Ms. Deepa Chellam, Company Secretary ..,

For details of change of name and head office, see the section titled "History of our Bank and other Corporate Matters" on page no.15.
Listing: '
The existing Equity Shares of our Bank are listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").
The new Equity Shares proposed to be 1ssued and allotted under the Scheme will be listed on BSE and NSE.

Registrars:

Registrars
CameoCorporate
Services
Ltd.
•.
-::
~ No.1 Subramanian Building, 5th Floor,
Address
- Club House Road,
Chennai 600 002 -
e;

Tel No. 044 - 28460390

FaxNo. 044 - 28460129

Emailld. cameo@cameoindia.com .-
Website www.cameoindia.com
-
Table of Contents
Chapter 1 DEFINITIONS AND ABBREVIATIONS .

Chapter 2 TITLE .

Chapter 3 AUTHORITY AND EFFECTIVE DATE .

Chapter 4 OBJECTiVES ~ .

Chapter 5 ELIGIBILITY .

Chapter 6 ADMINISTRAHON .

Chapter 7 ENTITLEMENT TO SHARES .

Chapter 8 PRICING OF SHARES .

,
Chapter 9 MODE OF APPLYING .

Chapter 10 ALLOTMENT OF SHARES : .

Chapter 1 f SUMMARY OF THE ISSUE .

Chapter 12 LISTING OF~SHARES : .

Chapter 13 RIGHTS OF THE SHAREHOLDERS .

Chapter 14 LOCK IN OF SHARES .

Chapter 15 CESSATION OF EMPLOYMENT ~ .

Chapter 16 DISCLOSURE AND ACCOUNTING POLICIES : -: .

Chapter 11- LOAN FACiLITY .

Chapter 18 SHAREHOLDERS' APPROVAL. .

Chapter 19 NO EMPLOYMENT RIGHTS CONFERRED .

Chapter 20 AMENDMENT OR TERMINATION OF THE SCHEME .

Chapter 21 NEW SCHEMES .............................................................•................................................

Chapter 22 HISTORY OF OUR BANK AND OTHER CORPORATE MATTERS : .

INFORMATION ABOUT THE BANK - HISTORY OF THE BANK AND

OTHER CORPORATE MATTERS - , .

Chapter 23 VISION & MISS.lON STATEMENT AND MAIN OBJECTS : .

Vision Statement. .

Mission Statement .

Main Objects ~ .

Main Objects of Constitutional Documents , .

,
Chapter 24- CAPITAL STRUCTURE OF THE BANK .

Chapter 25 GOVERNING LAW IN CASE OF DISPUTES .

Chapter 26 GENERAL RISKS

Chapter 27 TAXATION .
 IOB·ESPS
Private & Confidential

Chapter 1

Definitions & Abbreviations

In this Scheme the following expressions, including their grammatical variations and cognate expressions shall, unless
repugnant to the context or meaning thereof, have the meaning assigned to them respectively hereunder:

"We", "us", "our", lithe Issuer" I Unless the context otherwise indicates or implies, refers to "Indian Overseas Bank",
"the Bank", "our Bank", "Indian constituted under The Banking Companies (Acquisition and Transfer of
Overseas Bank" or "IOB" <,
Undertakings) Ad, 1970, having its Central Office at 763 Anna Salai, Chennai 600
002, Tamil Nadu, India
Act The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970
BRAct The Banking Regulation Act, 1949
,
Bank regulations Indian Overseas Bank (Shares and Meetings) Regulations,2003 (Amended upto
2008)
-
"Board of Directors" or "Board" The Board of Directors of the Bank or any Committee thereof.
or "BOD"
"MD and CEO" - Managing Director and CEO of the Bank
Corresponding new bank Banks as specified in Column 2 of the first schedule of the Act
CDIESC Committee of Directors for Issue of Equity Share Capital
The "Scheme" or "this Scheme" Employee Stock Purchase Scheme, 201? under which the Bank offers shares to its
or "ESPS" or "ESPS 2018" employees as part of public issue or otherwise.
ESPS shares Shares arising out of grant of shares under ESPS. -
Employee- The term "Employee" shall have meaning ascribed to it under SEBI (Share Based
Employee Benefits) Regulations, 2014, as amended including the employees on
0: probation, employees on deputation and employees on long reave.
Employee Compensation the total cost incurred by the Bank towards employee compensation including
basic salary, dearness allowance, other allowances, bonus and commission
including the value of all perquisites provided, but does not include the discount at
which shares are issued under this Scheme.
Equity shares The issued, subscribed and paid up equity share capital of our Bank and the
":. additional equity shares of our Bank offered pursuant to the Scheme.
Independent Director a Director of the Bank, not being a whole-time director and who is neither a
< promoter nor belongs to the promoter group.

Market price the latest available closing price, prior to the date of the meeting of the Board of
-
Directors in which shares are issued, on the stock exchanges on which the shares
of the Bank are listed. If the shares are listed on more than one stock exchange,
then the stock exchange where there is highest trading volume on the said date
shall be considered. -
Prornoterfs) - The term "Promoter" shall mean Government of India represented by the President
of India.
0:
Promoter Group The term "Promoter Group" shall have meaning ascribed to it under the SEBI
Regulations.
Offer of shares means and includes a letter in writing from the Bank communicating, among other
things, the number of equity Shares to which an Employee is entitled to apply for
and seek allotment thereof. -
Share Equity shares of the Bank. -
J~~~~'Rrice the price per share to be paid by the Employees for the purchase of the Shares
.~ .

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<1.~" 4~S-
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pursuant to the Offer of Shares.
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 SEBI The Securities and Exchange Board of India constituted under the Securities and
Exchange Board of India Act, 1992
SEBI Act Securities and Exchange Board of India Act, 1992 as amended from time to time
SBEB Regulations SEBI (Share Based Employee Benefits) Regulations, 2.014 as amended from time
to time -
BSE -- BSE Limited
NSE National Stock Exchange of India Limited
Stock Exchanges
- SSE and NSE where the Equity Shares of our Bank are presently listed
CDSL Central Depository Services (India) Limited
NSDL National Securities Depository Limited
,

Depositories CDSL and NSDL

RBI Reserve Bank of India -
Allottee :. Means an Employee who has been allotted shares in pursuance of this Scheme
SCRA Securities Contracts (Regulation) Act, 1956
ICDR - SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended
from time to time

All other expressions unless defined herein shall have the same meaning as have been assigned to them under the
SBEB Regulations, SEBI Act, SCRA, ICDR or any statutory modifications or re-enactrnents thereof as the case may be.

Chapter 2
Title
This Scheme shall be called the Indian Overseas Bank - Employee Stock Purchase Scheme, '2018 (IOB-ESPS 2018).

Chapter 3
Authoritycrd Effective Date
This Scheme is in accordance with the provisions of the SBEB Regulations as amended and all other applicable
regulations and provisions of law for the time being in force, and shall be subject to any m-odifications or amendments
thereof effected from time to time by way of an ordinance or legislative enactment.

This Scheme is approved by the shareholders of the Bank at Annual General Meeting. This Scheme shall be deemed to
be effective as on the date on which the issue opens for subscription for the Eligible Employees as determined by MD &
CEO and as authorised by the Board of Directors in this regard subject to receipt of all Statutory and Regulatory
approvals. The Committee of Directors for Issue of Equity Share Capital (CDIESC) reserve the right to make any changes
in this scheme as it may deem fit in accordance with the extant SBEB Regulations and other applicable Regulations.

Chapter 4
Objectives
To enable the Bank to attract, retain and reward Employees for our Bank by sharing the value created by them and
to motivate them to contribute to the growth and profitability of the Bank.

To motivate the Employees of the Bank with incentives and reward opportunities;

To achieve sustained growth of the Bank and the creation of shareholder value by aligning the interests of the
Employees with the long-term interests of the Bank; and
 Chapter 5
E IigibiIity
1. All permanent Employees and whole time directors of the Bank as on the cut-off date, (8DIESC Meeting' Date) to be
fixed-for determining eligibility of Employee for participating in the Scheme, shall be eligible to participate in this
Scheme ("Eligible Employees").

Provided that the Employees under suspension, who have tendered their resignation / VRS, who have been issued
disciplinary notices for termination of their employment in the Bank due to being absent without leave as on cut-off
date shall not be eligible to participate in the Scheme.

2. Other than Managing Director & CEO and Whole Time Directors (Executive Directors) no Directors shall be eligible
to participate in the Scheme.

3. The Board of Directors may specify a Broad eligibility criteria for participation of employees in the scheme.
The Committee of Directors for Issue of Equity Share Capital (CDIESC) shall, within the framework of the
criteria specified by the Board and based on various other criteria, including one or more of the following but not
limited to:

(i) future performance potential of the Eligible Employees;

(ii) grade and merit of the Eligible Employees;

(iii) the criticality of the Eligible Employees in furthering Bank's interests,

Decide on which of the Eligible Employees should be offered Shares under this Scheme. Accordingly, the CDIESC
shall-make an offer, to such Employees detailing the number of shares and the price at which the offer is made
under the terms and conditions of the Scheme. The Board of Directors may in its absolute .discretion vary or modify
such criteria and/or selection and/or the terms and conditions.

Chapter 6
Administration
1. This ESPS 2018 shall be administered and supervised by the COMMITTEE OF DIRECTORS FOR ISSUE OF
EQUITY SHARE CAPITAL (CDIESC) of the Board. All questions of interpretation of ESPS 2018 shall be
determined by this Committee and such determination shall be final and binding upon all persons having an interest
in ESPS 2018.

2. The CDIESC shall, in accordance with this Scheme and applicable laws inter alia, determine the following:-

The quantum and price of shares to be granted under the Scheme to Employees, subject to the conditions
regarding ceiling limit etc. as may be mentioned elsewhere in the' Scheme;

The eligibility criterion;

:.Time period upto which an application may be made.

The conditions and situations like, but not limited to, misconduct under which shares may not be issued to
an Employee under this Scheme;

Frame suitable policies and systems to ensure that there rs no violation of applicable laws with regard to the
Scheme;
Approve forms, agreements, letters etc. for use in pursuance of the Scheme;
The steps and procedure for effective exercise of the Scheme.

Chapter 7
Entitlement to shares·
 The number of shares offered to each category (Grade Wise) of Eligible Employees shall be as under:-

SI. No. Employee Group Scale/ Category Number of Shares offered to.
each Employee
1 MD & CEO 15,000
2 Executive Director 15,000
3 General Manager Scale VII 15,000
4 Deputy General Manager Scale VI 14,000
5 Assistant General Manager Scale V 12,000
6 Chief Manager Scale IV 12,000
7 Senior Manager Scale III 10,000
8 Manaqer Scale II 10,000
9 Assistant Manager Scale I 10,000
10 Clerical Award 6,000
11 Sub Staff Award 2,000
12 Sweeper Award 800

Further, the Eligible Employees shall not have right of renunciation in favour of any person in respect of any shares
offered under the Scheme. The Equity Shares can be applied for in the name of Eligible Employee only.
It may be noted that this number is only an indicative number of shares proposed to be wanted for subscription to the
eligible employee. Eligible employee can subscribe more or less than the number of shares offered. In case of
oversubscrtption, the allotment will be done on prorata basis.

Chapter 8
Pricing of Shares
The price of the shares to be allotted under the Scheme to the Eligible Employees of the Bank shall be at a discount of
20% on the two weeks average of the weekly high and low of the volume weighted average prices of the equity shares
prevalent on NSE during the two weeks preceding the date of meeting of COMMITTEE OF DIRECTORS FOR ISSUE OF
EQUITY SHARE CAPITAL (CDIESC) of the Board for launching the Scheme i.e. Indian Overseas Bank - Employee
Stock Purchase Scheme (IOB- ESPS) - 2018. The average of the weekly high and low of the volume weighted average
prices of the equity shares quoted on NSE during the two weeks preceding the date of meeting of Committee of Directors
works out to Rs. 14.86 per share. <; •

Hence the offer price per share is Rs. 11.90.

Chapter 9

Mode of Applying
1. The Employees to whom shares are offered under the Scheme shall make an application to the Bank in the
prescribed Application Form along with the payment of the total amount of the Share Price for upto the maximum'
number of Shares for which-the offer has been mad e .
2. The shares shall be issued only in Demat form to Employees. Under no circumstances certificate evidencing the
shares allotted will be issued. Employees are advised to open Demat accounts before applying for the shares
they are entitled to with any of the Depository Participants.
3. The payment shall be made by debit of Savings Bank Account of the applicant employee, where lien will be marked
at the time of application and funds will be transferred to Indian Overseas Bank - ESPS Account at the time of
allotment. Bank will use the ASBA like internal facility for this purpose.
4. The period within which the application for seeking allotment of shares under this Scheme should be submitted by
the Employees shall be decided by CDIESC.
5. CDIESC shall have, in its absolute discretion, the right to reject any application which is not complete in all respects.
The application money received, if any, in respect of such rejected applications shall be refunded to the Employees
1f\ ;>'Witfin a period of 5 days after the date of rejection of the application.
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 Chapter 10
Allotment of Shares
On receipt of application(s) complete in all respects as stated above, CDIESC shall make an .allotment ofshares and
credit the shares allotted to the Depository Account of the Allottee(s). Shares issued under this scheme will be ranked
pari- passu with the existing equity shares issued.

Chapter 11
Summary of the Issue
Board of Directors of our Bank at its meeting held on 29.05.2018 decided to constitute the ESPS scheme. The approval of
shareholders was obtained in Annual General Meeting held on 11.07.2018.

The following is a summary of thelssue.

Total no. of Equity shares to be issued 182400000

Issue price per Equity share RS.11.90
Face value per Equity share 10.00 ,

Equity shares outstanding prior to the Scheme 6263780796

Equity shares outstanding after allotment pursuant to 6446180796
-
the Scheme (prospective)
.-

Chapter 12
Listing of Shares
As and when applicable, the Bank shall make an application to the appropriate authorities and obtain the in-principle
approval from the Stock Exchanges.
The Shares to be allotted under this Scheme shall be listed immediately upon allotment on the Stock Exchange(s).

Chapter 13
Rights of the Shareholders
Upon allotment of shares, the applicant Employees shall become shareholders of the Bank and shall be entitled to all
the rights of a shareholder including with respect to voting rights, receipt of dividend, etc. The Shares to be allotted shall
rank pari-passu, in all respects, with the existing outstanding shares of the B,ank.

Chapter 14
Lock In of Shares
The Shares allotted in terms of this Scheme to the Employees shall not be permitted to be transferred for a period of
one (1) year from the date of allotment thereof.
Provided that the Lock-in period can be further extended to comply with the Statutory/Regulatory/Stock Exchange (s)
directions/prescriptions, if any.

Chapter 15 >

Cessation of Employment
On cessation of the employment of an Employee on account of resignation, termination, death, dismissal after an
application has been made for allotment of shares under this Scheme, but prior to allotment of such shares by the Bank,
the Employee or his/her heirs or legal representatives shall not be entitled to any Shares. The application made for
allotment of shares shall be rejected on occurrence of any of the aforesaid" events and the application money shall be
re nded to such person/employee or his/her heirs or legal representatives as the case may be in pursuance of all the
4-~,:r~~-~~p ocedures which may be required to be followed in this regard. ' .
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 Chapter 16
"Disclosure and Accounting Policies
In the implementation of the Scheme, the Bank shall conform to the applicable disclosure and accountinq policies as
specified in Regulation 15 of SBEB Regulations.

Chapter 17

Loan Facility
No specific loan shall be given for purchase of these shares.

Chapter 18
Shareholders' Approval
Bank has obtained the Shareholder's approval by special resolution for issue of shares to Employees under this
Scheme, by way of special resolution(s) at the Annual General Meeting (AGM held on July 11,2018), as required under
applicable laws. .

Chapter 19
< No Employment Rights Conferred
Nothing contained herein shall give or confer upon any Employee the right to continuation of any employment with the
Bank or interfere in any way with the right of the Bank to terminate the employment of such Employee at any time and
for any reason whatsoever.

Chapter 20
Amendment or Termination of the Scheme
The Board/Committee in its absolute discretion may from time to time amend, alter or terminate the Scheme or the
terms and conditions thereof; provided that the Board shall not, without the approval of the shareholders of the Bank,
amend the Scheme to increase the aggregate number of Shares which may be issued pursuant to the provisions of the
Scheme, except as otherwise stated elsewhere in this S c hem e.

Without prejudice to the above, the Board may without any reference to or consent of the Employee concerned, amend
the Scheme to comply with any statute, regulation or guideline, which is or may hereinafter, become applicable to this
Scheme. -

Chapter 21
New Schemes
Nothing contained in the Scheme shall be construed to prevent the Bank, from implementing any other new scheme
for granting stock options and/or share purchase rights, which is deeme9 by our Bank to be appropriate or in the
best interests of its employees, whether or not such other action would have any adverse impact on this Scheme. No
Employee or other person shall have any claim against the Bank and/or any trust as a res,ult of such action. However
Bank will not introduce any rights issue, bonus issue or any other corporate actions during the tenure of this scheme (till
allotment). -

Chapter 22
History of Our Bank and Other Corporate Matters
Information about the BANK - History of the BANK AND Other Corporate Matters -
..
Ind~n Overseas Bank (lOB) was founded on 10th February 1937 by Shri. M. Ct. M. Chidambaram Chettyar, a pioneer in
$qf:fy. fields. lOB was one of the 14 major banks that were nationalized in 1969. On the eve of Nationalization in 1969,
/!;;{I01' haaJ9.5 branches in India with aggregate deposits of Rs.67.70 crores and Advances of Rs.44.90 crores. Currently
.••..,./lpe~iSsponsoring two Regional Rural Banks; Pandiyan Grama Bank in Tamil Nadu and Odisha Gramya Bank in Odisha.
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 Bank has its overseas presence in 5 countries Singapore, Hongkong, Thailand, Srilanka and South Korea.

Key Highlights

~ 81 years in the service of Banking.

~ Strong domestic presence of 3303 Branches & 3789 ATMS.

~ 57% of Branches catering to the needs of Rural and Semi Urban centres enhancing deeper financial inclusion,
<

~ 2713 business correspondents provide extended reach.

~ A strong brand name in South India especially in the State ofTamil Nadu.

~ Having Total Business of Rs. 3,73,209 crores comprising Deposits-- Rs. 2,23,169 crore and Advances - Rs.
1,50,040 crore

~ Trust of 36 million active customers.'

~ Overseas presence with 5 Branches and 1 Representative Office.

~ Sustained Growth in low cost CASA deposits.

~ Improved performance in Retail, Agri and MSME Segments contributing to 66% of Domestic Advances up from
54% a year ago.

~ Digital initiatives and strong technology penetration.

Chapter 23
VISION & Mission Statement and Main Objects

Vision:-
"To be among the top five nationalised banks in terms of business volumes and sustained profitability with global
recognition guided by high standards of governance and ethics; and emerge as the "Most Preferred Banking Partner" to
unlock value to all its stakeholders.
Mission:-
• Deliver the best of competitive products in terms of quality, range, utility and cost effectiveness
• Optimize our HR resources through training, exposure, mentoring and incentive, relying on the "soft touch" instead
of the "big stick".
• Develop quality bankers who would rise to be future leaders of the industry,
• Contribute to country's economic growth through dedicated efforts and customer focus,
• Streamline the process of service delivery from time to time to meet emerging requirements,
• Nurture a climate of creative problem-solving to resolve customers' grievances with alacrity ensuring that the Bank
is regarded as Customer Centric.
• Emphasize a policy-oriented and rule-driven culture of compliance to meet evolving requirements.
• EnQ.ineer CRM (Customer Relationship Management] and insights gained for further enhancement of Products and
service quality.
• Expand IT infrastructure to deliver all banking services from "one tap" irrespective of customer location.
• Adopt a multi-disciplinary ~pptoach to facilitate future growth through the evolution of "banks within the Bank"

Main Objects:
The main object and business of the Bank, as laid down in the Bank Nationalization Act is as under:
The main object of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 under which the
undertaking of the Bank was taken over by the Central Government is as under: "An Act to provide for the acquisition
and transfer of the undertakings of certain banking companies, having regard to their size, resources, coverage and
organization, in order further to control the heights of the economy, to meet progressively, and serve better, the needs
of the development of the economy and to promote the welfare of the people, in conformity with the policy of the
State towards securing the pnnciples laid down in clauses (b) and (c) of article 39 of the Constitution and for matters
connected therewith or incidental thereto.",

<!o:,(l\~~~t4-0bject of the Bank enables it to undertake the activities for which the funds are being raised and the activities
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 which it has been carrying on till date.

Main Objects' of constitutional Documents:

Section 3(5) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, states as follows:

"Every corresponding new bank shal] carry on and transact the business of banking as defined in clause (b) of Section
5 of The Banking Regulation Act, 1949 (10 of 1949) and may engage in one or more of the other forms of business
specified in sub-section (1) of Section 6 of that Act."

Section 5(b) of the Banking Regulation Act, 1949 reads as follows:

"Banking' means the accepting, for the purpose of lending or investment, of deposits of money from the public, repayable
on demand-or otherwise, and withdrawable by cheque, draft, order or otherwise."

Section 6(1) of the Banking Regulation Act reads as follows:

"Form and business in which banking companies may engage in addition to the business of banking, a banking
company may engage in anyone or more of the following forms of business, namely:

The borrowing, raising, or taking up of money; the lending or advancinq of money either upon or without security;
the drawing, making, accepting, discounting, buying, selling, collecting and dealing. in bills of exchange, hundies,
promissory notes, coupons, drafts, bills of lading, railway receipts, warrants, debentures, certificates, scrips and
otherinstruments and securities whether transferable or negotiable or not; the granting and issuing of letters of
credit, traveller's cheques and circular notes; the buying, selling and dealing in bullion and specie; the buying
and selling of foreign exchange including foreign bank notes; the acquiring, holding, .issuing on commission,
underwriting and dealing in stock, funds, shares, debentures, debenture stock, bonds, obligations, securities and
investments of all kinds; the purchasing and selling of bonds, scrips or other forms of securities on behalf of
constituents or others, the negotiating of loans and advances; the receiving of all kinds of bonds, scrips or
valuables on deposit or for safe custody or otherwise; the providing of safe deposit vaults; the collecting and
transmitting of money and securities.
Acting as agents for any Government or local authority or any other person or persons; the carrying on of agency
business of any description including the clearing and forwarding of goods, giving of receipts and discharges
and otherwise acting as an attorney on behalf -of customers, but excluding the business of a managing agent or
secretary and treasurer of a~company.
i Contracting for public and private loans and negotiating and issuing the same.
tv. The effecting, insuring, guaranteeing, underwriting, participating in managing and carrying out of any issue, public
or private, of State, municipal or other loans or of shares, stock, debentures, or debenture stock of any company,
corporation or association and the lending of money for the purpose of any such issue.
v. Carrying on and transacting every kind of guarantee and indemnity business.
IA. Mana-ging, selling and realizing any property which may come into the possession of the company in satisfaction
or part satisfaction of any of its c Iaim s.
\.t. Acquiring and holding and generally dealing with any property or any right, title or interest in any such property
which may form the security or part of the security for any loans or advances or which may be connected with
any such security.
vi Undertaking and executing trusts.
oc Undertaking the administration of estates as executor, trustee or 0 the rw i s e .
x Establishinq and supporting or aiding in the establishment and support of associations, institutions, funds, trusts and
conveniences calculated to benefit employees or ex-employees of the company or the dependents or connections
of such persons; granting pensions and allowances and making payments towards insurance; subscribing to or
guaranteeing moneys for charitable or benevolent objects or for any exhibition or for any 'public, general or useful
object,
ld. The acquisition, construction, maintenance and alteration of any building or works necessary or convenient for the
purposes of the company.
~~<l-Sejling, improving, managing, developing, exchanqinq, leasing, mortgaging, disposing of or turning into account or
'./1;;:;\ ;::6th~rwise dealing with all or any part of the property and rights of the company. - •
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 xi Acquiring and undertaking the whole or any part of the business of any person or company, when such business
is of a nature enumerated or described in this sub- section.
'iN. Doing all such other things as are incidental or conducive to the promotion or advancement of the business of the
company.·
IN. Any other form of business-which the Central Government may, by notification in the Official Gazette, specify as a
form of business in which it is lawful for a banking company to engage."

Chapter 24
Capita I Structu re of the Bank as on 30.11.20tB
-
Particulars Amount in Rs.
crore
Authorised Equity Share Capital 10000.00
Issued and Subscribed Equity Share Capital 6263.78
Paid up Equity Share Capital 6263.78
.
Shareholding pattern before and after the proposed Issue of upto 18.24 crore Equity Shares:

Before the ESPS Issue After the ESPS Issue

SI.:.
Category percentage of percentage of
No. No. of Shares No. of Shares
-
shareholding shareholding
A Promoter's (Government 5762095110 91.99 5762095110 89.39
of India) Shareholding
B Non-Promoter 501685686 8.01 684085686 10.61
Shareholding
.
total 6263780796 100.00 6446180796 100.00
-

Chapter 25
< Governing Law in Case Of Disputes
The Scheme shall be construed in accordance with the laws of India. All disputes arising out of or in connection with the
Scheme shall be referred to arbitration of a sole Arbitrator appointed by the parties in accordance with the provisions of
the Arbitration and Conciliation Act, 1996. In case the parties cannot arrive -at a consensus in nominating the Arbitrator,
the parties shall be free to approach the competent court of law at Mumbai for adjudication of the dispute. The venue of
arbitration shall be Mumbai.

Chapter 26
General Risks
Investment in equity shares is inherently risky. The Employees by investing in the Bank's Shares under the Scheme expose
themselves to the possibility of substantial loss including erosion of the capital invested due to fluctuation in price of the
Bank's shares in the stock markets.

Participation in the Scheme should not be construed as any assurance by the Bank or its Board, Committee Management,
of any return on the investment made by the Employee in shares under the Scheme. .
-
Any loss incurred due to fluctuation in the market price of the Bank's shares and the risks associated with such investment
will entirely be that of the Employee alone.
 Chapter 27
Taxation
The liability of paying taxes, if apy, in respect of shares issued and allotted pursuant to this Scheme and the shares
issued thereof shall be in accordance with the provisions of Income Tax Act, 1961 read with rules made thereunder and!
or Income Tax Laws of respective countries as applicable to eligible Employees of Bank working abroad, if any.

The Bank shall have the right to deduct from the salary of concerned Employee or recover any tax that is required to be
deducted or recovered under the Applicable Laws. In case of non-continuance of employment, the outstanding amount
of the tax shall be recovered fully on or before full and final settlement.

For Indian Overseas Bank

Date: 29.12.2018
Place: Chennai