and referred to in this Prospectus as “U.S. QIBs”) in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act, and (ii) outside the United States in offshore transactions in compliance with
Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are
made. For the avoidance of doubt, the term “U.S. QIBs” does not refer to a category of institutional investors defined
under applicable Indian regulations and referred to in this Prospectus as “QIBs”.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and were not offered or sold, and Bids were not made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of this Issue, an offer or sale of Equity Shares within the United States by
a dealer (whether or not it is participating in this Issue) may violate the registration requirements of the U.S. Securities Act if
such an offer for sale is made otherwise than in compliance with Section 4(a)(2) or Rule 144A or another available exemption
from registration under the U.S. Securities Act.

Equity Shares Offered and Sold within the United States

Each purchaser that is acquiring the Equity Shares offered pursuant to this Issue within the United States, by its acceptance of
this Prospectus and of the Equity Shares, will be deemed to have acknowledged, represented to and agreed with the Bank, the
Selling Shareholders and the Underwriters that it has received a copy of this Prospectus and such other information as it deems
necessary to make an informed investment decision and that:

1. the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Issue in
compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to this Issue have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States
and accordingly may not be offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act;

3. the purchaser (i) is a U.S. QIB, (ii) is aware that the sale to it is being made in a transaction exempt from or not subject
to the registration requirements of the U.S. Securities Act, and (iii) is acquiring such Equity Shares for its own account
or for the account of a U.S. QIB with respect to which it exercises sole investment discretion;

4. the purchaser is not an affiliate of the Bank or a person acting on behalf of an affiliate;

5i if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any economic
interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or otherwise
transferred only (A) (i) to a person whom the beneficial owner and/or any person acting on its behalf reasonably
believes is a U.S. QIB in a transaction meeting the requirements of Rule 144A under the U.S. Securities Act or (ii) in
an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and (B)
in accordance with all applicable laws, including the securities laws of the states of the United States. The purchaser
understands that the transfer restrictions will remain in effect until the Bank determines, in its sole discretion, to remove

them;

6. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and
no representation is made as to the availability of the exemption provided by Rule 144 for resales of any such Equity
Shares;

7. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt facility

established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt facility, so long as
such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act;

8. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of the purchaser
or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S under the U.S. Securities
Act in the United States with respect to the Equity Shares;

9. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless the Bank
determines otherwise in accordance with applicable law, will bear a legend substantially to the following effect:

THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED

UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH ANY

SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED

STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO

A PERSON WHOM THE SELLER OR ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS

A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE U.S.
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