RED HERRING PROSPECTUS 100% Book Built Issue Dated February 16, 2010 UNITED BANK OF INDIA Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 on July 19, 1969 Head Office: 11, Hemanta Basu Sarani, Kolkata – 700 001, West Bengal Tel: (91 33) 2248 7472; Fax: (91 33) 2248 9391; Email: [email protected]; Website: www.unitedbankofindia.com For further details in relation to the constitution and changes in our registered office, see the section titled “History and Certain Corporate Matters” on page 179 of the Red Herring Prospectus Company Secretary and Compliance Officer: Bikramjit Shom OUR BANK IS PROMOTED BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF FINANCE, GOVERNMENT OF INDIA PUBLIC ISSUE OF 5,00,00,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH OF UNITED BANK OF INDIA (“THE BANK” OR “THE ISSUER”) FOR CASH AT A PRICE OF RS. [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. [•] PER EQUITY SHARE) AGGREGATING RS. [•] (THE “ISSUE”). THE ISSUE COMPRISES OF NET ISSUE OF 4,75,00,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH TO THE PUBLIC (“NET ISSUE”) AND A RESERVATION OF 25,00,000 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE WOULD CONSTITUTE 15.80% OF THE POST ISSUE PAID-UP CAPITAL OF THE BANK AND THE NET ISSUE WILL CONSTITUTE 15.01% OF THE POST ISSUE PAID UP CAPITAL OF THE BANK#. THE PRICE BAND, RETAIL DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BY THE BANK IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND ADVERTISED ATLEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE. # A discount of Rs. [•] to the Issue Price determined pursuant to completion of the Book Building Process has been offered to Retail Individual Bidders and Eligible Employees (the “Retail Discount”). In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/Issue Period not exceeding ten working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Managers (“BRLMs”) and at the terminals of the other members of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contracts Regulations Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein atleast 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders (“QIB Portion”). Further 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5 % in the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIBs in proportion to their Bids. If atleast 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price net of retail discount. Further, upto 25,00,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price net of retail discount. Retail Individual Bidders, Non Institutional Bidders and Eligible Employees, may participate in this Issue though the ASBA process by providing the details of the bank accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. Specific attention of investors is invited to the section titled “Issue Procedure” on page 414. IPO GRADING This Issue has been graded by CARE as CARE IPO grade 4 indicating above average fundamentals and by ICRA as ICRA IPO grade 3 indicating average fundamentals. For more information on IPO Grading, please refer to the section titled “General information” on page 53 of this Red Herring Prospectus. RISKS IN RELATION TO THE FIRST ISSUE This being the first issue of Equity Shares of our Bank, there has been no formal market for the Equity Shares of our Bank.The Face Value of the Equity Shares is Rs.10/- and the Issue Price is [•] times of the Face Value. The Price band (as determined by our Bank in consultation with the Book Running Lead Managers on the basis of assessment of market demand for the Equity Shares by the way of Book Building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Bank or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investment in equity and equity related securities involves a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Bank and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled Risk Factors on page xii of this Red Herring Prospectus. ISSUERS ABSOLUTE RESPONSIBILITY Our Bank having made all reasonable inquiries, accepts responsibility for, and confirms that this Red Herring Prospectus contains all information with regard to our Bank and the Issue, which is material in the context of this Issue; that the information contained in this Red Herring Prospectus is true and correct in all material respects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). The in-principle approvals of the Stock Exchanges for listing the Equity Shares have been received pursuant to letter dated January 19, 2010 from NSE, and letter dated January 8, 2010 from BSE. BSE shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE LINK INTIME INDIA PVT LTD (Formerly INTIME SPECTRUM REGISTRYLTD) SBI Capital Markets Limited Edelweiss Capital Limited Enam Securities Private Limited Link Intime India Private Limited 202, Maker Tower ‘E’, 14th floor, Express Towers 801, Dalamal Towers C- 13 Pannalal Silk Mills Compound, Cuffe Parade, Mumbai 400 005, India Nariman Point, Mumbai – 400 021, India Nariman Point LBS Marg, Bhandup (West), Tel: +91 22 2217 8300 Tel: +91 22 4086 3535 Mumbai 400 021, India Mumbai - 400 078, India Fax: +91 22 4086 3610 Fax: +91 22 2218 8332 Tel: + 91 22 6638 1800 Tel: +91 22 2596 0320 Email: [email protected] Fax: + 91 22 2284 6824 Email: [email protected] Fax: +91 22 2596 0329 Investor Grievance Email: investor. Investor Grievance Email: customerservice. E-mail: [email protected] [email protected] Email: [email protected] [email protected] Investor Grievance E-mail: Website: www.edelcap.com Website: www.linkintime.co.in Website: www.sbicaps.com [email protected] SEBI Registration No: INM000010650 Website: www.enam.com Registration Number: INR000004058 SEBI Registration No.: INM000003531 Contact Person: Mr. Sumeet Lath / Contact Person: Mr. Abhishek Gupta SEBI Registration No.: INM000006856 Contact Person: Mr. Sachin Achar Ms. Dipti Samant Contact Person: Mr. Harish Lodha BID / ISSUE PROGRAMME BID / ISSUE OPENS ON : Tuesday, February 23, 2010 BID / ISSUE CLOSES ON : Thursday, February 25, 2010 TABLE OF CONTENTS SECTION I: GENERAL............................................................................................................................................. I DEFINITIONS AND ABBREVIATIONS .................................................................................................................I PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA............................................................ X FORWARD-LOOKING STATEMENTS ............................................................................................................... XI SECTION II: RISK FACTORS.............................................................................................................................XII SECTION