History of YES Bank Ltd.

Yes Bank was incorporated as a Public Limited Comp. 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 & AIF Capital Inc.s], to achieve the financial closure of Bank. RBI by their letter dated February 26, 2004 provided their no-objection to the participation of three private equity investors namely Citicorp International Finance Corporation, ChrysCapital II, LLC & AIF Capital Inc. in the equity of Bank at 10%, 7,5% & 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 Comp. & setting out the capital structure of 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 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 [1s] 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 & legal-policies and the business & financial plan of Bank.

RBI by their letter dated May 24, 2004, under Section 22 [1s] of the Banking Regulation Act, 1949, granted us the licence to commence banking operations in India on certain terms & conditions including a term that 49.0% of our pre-Issue share capital held by Promoters [domestic & foreigns] was to be locked-in for five years from the licensing of Bank, being May 24,2004. In our case, this 49.0% has been met by locking-in Equity Shares representing 29.0% of share capital held by Mr. Rana Kapoor & Mr. Ashok Kapur & Equity Shares representing 20.0% of share capital held by Rabobank International Holding. See Note 2 in the section titled 'Capital Structure-Promoter Contribution & Lock-In' on page 13 of this Red Herring Prospectus. Further, the terms of banking license granted to us by RBI require that the promoter holding in excess of 49%, shall be diluted after one year of Bank operation. It is also stipulated that the paid up capital [which currently stands at 2,000 millions] 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 RBI Act, 1934 with effect from August 21, 2004 & a corresponding notification was published in the Official Gazette of India [PART III-Section 4s] on August 16, 2004.

Share Subscription

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

Under the terms of SSA, the Promoters have represented that a substantial part of 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 SSA, the Promoters have also represented not to transfer their shareholding in Mags or Morgan, respectively, until the loans taken by Mags & Morgan from Rabobank International Holding for purpose of purchase of Equity Shares have been repaid.

The SSA provides that we shall have a Board consisting of minimum of three & a maximum of 15 directors. So long as any of parties to the SSA hold at least 10.0% of 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 Bank & Mr. Rana Kapoor being the Managing Director & Chief Executive Officer of Bank. Rabobank International Holding also has the right to nominate one non-rotational director on the Board, The SSA provides that the Promoters & 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 SSA, locked-in shares refer to 40 million Equity Shares.

Foreign Currency Loans

The subscription of Equity Shares by Mags & Morgan was financed through a loan of Rs. 170 million availed by each of companies from Rabobank International Holding, which is documented through Dollar Loan Agreements between [is] Rabobank International Holding, Mags & Mr. Ashok Kapur & [iis] 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 & Morgan, to be utilised for subscribing to the 17 million Equity Shares of Bank as provided in the SSA.This loan has to be repaid within three years of the disbursement of loan amounts. These loans were disbursed on March 10, 2004. The SSA states that the loans to Mags & Morgan by Rabobank International Holdings are to be at an interest rate of nil [0%s].

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

The aforesaid loan agreements provide that the Promoters shall not dispose of their shareholding in Mags & Morgan, respectively, during the tenure of loan. Further, Mags & Morgan have undertaken that they shall not dispose of Equity Shares during the tenure of the loan. The Promoters, along with Mags & Morgan, have agreed that they shall cause us to issue such share certificates in .respect of Equity Shares to Mags & Morgan that state that the transfer of 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 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 fair-market value of shares as on the date of such breach that are held by Mr. Ashok Kapur in Mags & Mr. Rana Kapoor in Morgan, respectively, at nil consideration. In addition, as consideration for amounts due under the loan agreement, in the event of default under the aforesaid loan agreements, Rabobank International Holding also has the right to purchase the Equity Shares held by Mags & Morgan, with the number of Equity Shares being determined according to the fair market value.

The shareholders of Mags & 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 & Morgan have authorised Mr. Ashok Kapur and Mr. Rana Kapoor, respectively, to enter into & 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 & Mr. Rana Kapoor under the aforesaid loan agreements shall be fulfilled. For details of shareholders of Doit see the section titled 'Our Promoters' on page 98 of this Red Herring Prospectus. For details of the shareholders of Mags & Morgan see the section titled 'Our Promoters-Companies Promoted by 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 & advised that the loans availed from Rabobank International Holding shouldn't be secured against the shares of the Company. Subsequently, the Bank had by its letter dated March 5, 2004, intimated RBI of draw down of loans in accordance with the terms of 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 & that Mags & Morgan would be required to submit monthly returns to RBI.

The loan agreements have been filed with the RBI & the RBI has through letters dated June 23, 2004 & 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 & Morgan have been regularly submitting the requisite returns to RBI in compliance with the requirements of RBI letter dated May 22, 2004.

Investment by Private Equity Investors

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

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

The MIA provides that 21 days' notice of each Board meeting is required to be given to each Private Equity Investor, & 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 any of our charter documents, & the appointment & removal of directors. The presence of half the number of Board, present for entire duration of the meeting is necessary to constitute a quorum for meeting, unless the same is with the consent of Private Equity Investors.

In terms of 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: [is] where we suffer a loss of reputation; [iis] where the Private Equity Investors are required by law to liquidate their shareholding in us; [iiis] 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 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; ivs] where our Promoters or the Promoter Group Companies are required to sell their Equity Shares for repayment of loan facility availed by Mags & Morgan from Rabobank International Holding; [vs] the sale of three million Equity Shares by our Promoters through the random order matching system of stock exchanges after the listing of our Equity Shares, after the repayment of loan facility availed by Mags & Morgan from Rabobank International Holding and [vis] the sale of 1,150,000 Equity Shares, 850,000 Equity Shares, 850,000 Equity Shares by Citicorp, ChrysCapital & AIF Capital, respectively, through the random order matching system of stock exchanges after the listing of Equity Shares. Further, the Equity Shares held by 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 & Lock-in' on page 13 of this Red Herring Prospectus.

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

The MIA further provides that in the event of sale of 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 Equity Shares, the Promoters are also prohibited from selling their shareholding in us on the market without the prior consent of 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 & 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 & the Promoter Group Companies, have under the terms of MIA, been permitted to hold the entire share capital of Comp. proposing to provide business process outsourcing services ['Other BPO Company's] 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 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 & the Promoter Group Companies are required to reduce their holding in the Other BPO Company to less than 25.0% & are also prohibited from being connected with the Other BPO Comp. 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 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 [is] the price at which any of Private Equity Investors subscribe to the Equity Shares anytime prior to such initial public offering & [iis] 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 Private Equity Investors.

The MIA seeks to protect the shareholding of Private Equity Investors by providing that except in the case of an IPO by 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 & AIF Capital may not exceed 10.0% of our capital. After the IPO, Citicorp, ChrysCapital & AIF Capital are prohibited from exercising voting rights on poll in excess of 14.9%, 10.0% & 10.0%, respectively, of total voting rights of all the shareholders, without the prior written consent of Promoters and the Promoter Group Companies. Further, in terms of 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 lock-in period in relation to the Equity Shares subscribed to by Private Equity Investors except for certain provisions in relation to the warranties & indemnities, tag along rights, governing law & notice as contained in the MIA that survive the termination of MIA. If after the lock-in period, the stake of any of Private Equity Investors in us falls below 5.0%, then even these residual provisions of 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 & the Private Equity Investors agreeing to be bound by terms of 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 three private equity investors namely Citicorp International Finance Corporation, ChrysCapital II, LLC and AIF Capital Inc. in the equity of Bank at 10%, 7.5% & 7.5%, respectively.

2005

- Yes Bank on May 12, 2005, forays into retail banking with launch of International Gold & 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 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

2008

- Yes Bank Limited has appointed Ms. Radha Singh & Mr. Ajay Vohra as Independent Director[ss] on the Board of Yes Bank w.e.f. April 29, 2008.

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

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