AXIS BANK LIMITED (Incorporated with Limited Liability in the Republic of India Under the Indian Companies Act, 1956 with Registration No
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IMPORTANT NOTICE THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) UNDER RULE 144A (AS DEFINED BELOW) OR (2) ADDRESSEES OUTSIDE OF THE UNITED STATES (U.S.) NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES Important: You must read the following before continuing. The following applies to the Offering Circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE U.S. OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATION CONTAINED IN THE OFFERING CIRCULAR. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of the Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be either (1) qualified institutional buyers (QIBs) (within the meaning of Rule 144A under the Securities Act (Rule 144A)) or (2) located outside of the U.S. By accepting the electronic mail and accessing this Offering Circular, you shall be deemed to have represented to us (1) that either (a) you and any customers you represent are QIBs or (b) the electronic mail address that you gave us and to which this electronic mail has been delivered is not located in the U.S. and (2) that you consent to delivery of the Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular to any other person. The materials relating to any offering of Notes under the Programme to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that such offering be made by a licenced broker or dealer and the underwriters or any affiliate of the underwriters is a licenced broker or dealer in that jurisdiction, such offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Dealers (as defined in this Offering Circular) or any person who controls any or any director, officer, employee or agent of either of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from any of the Dealers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING CIRCULAR AXIS BANK LIMITED (Incorporated with limited liability in the Republic of India under the Indian Companies Act, 1956 with Registration No. 04-20769) U.S.$5,000,000,000 Global Medium Term Note Programme On 19 June 2006, Axis Bank Limited (formerly known as UTI Bank Limited) (the Issuer or the Bank), acting through its Singapore Branch, or other foreign branch, as the case may be, established a €1,000,000,000 Medium Term Note Programme (the Programme, as amended, supplemented or restated) and prepared an offering circular dated 19 June 2006, as supplemented by a supplemental offering circular dated 21 September 2006. A further offering circular was issued on 31 May 2007 pursuant to an update of the Programme and an increase in the size of the Programme from €1,000,000,000 to €2,000,000,000 in accordance with the terms of the Programme. The Programme was updated on 3 July 2008 and 28 July 2009 pursuant to which the Issuer issued an offering circular dated 3 July 2008 and 28 July 2009, respectively. The Programme was updated on 30 June 2010 and further supplemented on 26 October 2010 pursuant to which the Issuer issued a supplemental offering circular dated 26 October 2010. The Programme was updated on 18 May 2011 and further supplemented on 30 December 2011 pursuant to which the Issuer issued a supplemental offering circular dated 30 December 2011. The Programme was updated on 13 August 2012 pursuant to which the Issuer issued an offering circular dated 13 August 2012. A further offering circular was issued on 17 September 2013 pursuant to a update of the Programme and the size of the Programme was increased from €2,000,000,000 to €3,000,000,000 in accordance with the terms of the Programme. The Programme was further updated pursuant to an offering circular dated 19 September 2014 and thereafter on 16 September 2015. The offering circular dated 16 September 2015 increased the size of the Programme from €3,000,000,000 to U.S.$5,000,000,000 and thereafter the Programme was further updated pursuant to offering circulars dated 17 May 2016 and 28 July 2017. This offering circular (the Offering Circular) is issued pursuant to a further update of the Programme and supersedes any previous offering circular describing the Programme. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued before the date of this Offering Circular. Under this U.S.$5,000,000,000 Programme, the Issuer, acting through its Singapore Branch, Hong Kong Branch, Dubai International Financial Centre (DIFC Branch), GIFT City Branch or other foreign branch, as the case may be, may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The Bank issues Notes under the Programme through a foreign branch for certain legal, administrative and regulatory reasons, including (without limitation) to facilitate timely access to funding markets. Investors should be aware that a branch is not a subsidiary and does not comprise a separate legal entity. The obligations under the Notes issued by the Bank acting through a foreign branch are of the Bank only, and investors’ claims under such Notes are only against the Bank. Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$5,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Summary of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and, together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe to such Notes. Application has been made to the London Stock Exchange for the Notes to be admitted to the London Stock Exchange’s International Securities Market (ISM). The ISM is not a regulated market for the purposes of Directive 2014/65/EU. The ISM is a market designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the UK Listing Authority (UKLA). The London Stock Exchange has not approved or verified the contents of this Offering Circular. Additionally, application has been made for the listing and quotation of Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the Singapore Exchange Securities Trading Limited (the SGX-ST).