Preliminary Placement Document Not for circulation Private and confidential Subject to completion Serial No. ___ SYNDICATE BANK Syndicate Bank (“Bank”) was originally incorporated in 1925 as Canara Industrial & Banking Syndicate Limited and renamed as Syndicate Bank Limited with effect from January 1, 1964. Subsequently, in 1969, our Bank was nationalized under The Banking Companies (Acquisition and Transfer of Undertakings) Ordinance dated July 19, 1969. For further details with respect to constitution of our Bank, please see section “General Information” on page 228 Head Office: Door No. 16/355 and 16/365A, Manipal – 576 104, Udupi, Karnataka, India. Telephone: +91 820 2571181; Fax: +91 820 2570266; Website: www.syndicatebank.in, Email: [email protected]. | Corporate Office: II Cross, Gandhi Nagar, Bengaluru 560 009, Karnataka, India. Telephone: +91 80 22267545; Fax: +91 80 2228 7580; Our Bank is issuing [●] equity shares of face value ₹10 each (the “Equity Shares”) at a price of [●] per Equity Share, including a premium of ₹ [●] per Equity Share, aggregating up to ₹ [●] million (the “Issue”) to Qualified Institutional Buyers, as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. For further details, please see “Summary of the Issue” on page 24. THE ISSUE IS IN ACCORDANCE WITH CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “ICDR REGULATIONS”) THIS ISSUE AND THE DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER REGULATION 2(1)(zd) OF THE ICDR REGULATIONS (“QIBs”) IN RELIANCE UPON CHAPTER VIII OF THE ICDR REGULATIONS. THIS PRELIMINARY PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN le QIBs on a private placement basis and is not anoffernot is and placementbasis private a on QIBs le OR OUTSIDE INDIA OTHER THAN TO QIBs. THIS PRELIMINARY PLACEMENT DOCUMENT WILL BE CIRCULATED ONLY TO SUCH QIBs WHOSE NAMES ARE RECORDED BY OUR BANK PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO EQUITY SHARES OFFERED IN THE ISSUE. issued for the sole purpose of information or discussion discussion or information of purpose sole the for issued YOU ARE NOT AUTHORISED TO (1) DELIVER THIS PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON; (2) REPRODUCE THIS PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENT OR UTILIZE ANY MEDIA, MARKETING OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION It is being OR REPRODUCTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE INSTRUCTION MAY RESULT IN A VIOLATION OF THE ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THIS ISSUE UNLESS THEY ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE SECTION “RISK FACTORS” ON PAGE 43 BEFORE MAKING AN INVESTMENT DECISION IN THIS ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES TO IT OF AN INVESTMENT IN THE EQUITY SHARES PROPOSED TO BE ISSUED PURSUANT TO THIS PRELIMINARY PLACEMENT DOCUMENT. Invitations, offers and sale of the Equity Shares shall only be made pursuant to this Preliminary Placement Document, the Application Form (as defined hereinafter), the Placement Document and the Confirmation of Allocation Note (as defined hereinafter). See the section “Issue Procedure” on page 187. The distribution of this Preliminary Placement Document or the disclosure of its contents without the Bank’s consent to any person other than QIBs (as defined in the ICDR Regulations) and persons retained by QIBs to advise them with respect to their purchase of the Equity Shares is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Preliminary Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Preliminary Placement Document or any documents referred to in this Preliminary Placement Document. Information contained in this Preliminary Placement Document is not complete and may be changed. The information on our Bank’s website or any website directly or indirectly linked to our Bank’s website does not form part of this Preliminary Placement Document and prospective investors should not rely on such information contained in, or available through, such websites. Equity Shares. ThisPreliminary PlacementSharesanyEquityanoffertosellnot Documentanoffernot soliciting andis is The Equity Shares of our Bank are listed on BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”) (BSE and the NSE collectively referred as the “Stock Exchanges”). The closing price of the outstanding Equity Shares on BSE and NSE on December 12, 2017 was ₹84.45 and ₹ 84.40 per Equity Share, respectively. In-principle approvals under regulation 28(1) of the Listing Regulations, (as defined hereinafter) amended for listing of the Equity Shares have been received from BSE and NSE on December 12, 2017. Applications to the Stock Exchanges will be made for the listing of the Equity Shares offered through this Preliminary Placement Document. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be taken as an indication of the merits of the business of our Bank or the Equity Shares. OUR BANK HAS PREPARED THIS PRELIMINARY PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE. This Preliminary Placement Document has not been reviewed by Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (the “RBI”), the Stock Exchanges, or any other regulatory or listing authority. The Equity Shares offered in the Issue have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of this Preliminary Placement Document. This Preliminary Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies, Karnataka (“RoC”) in India, and will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer in India or any other jurisdiction. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws of the United States and may not be offered, sold or delivered 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 and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) in accordance with Regulation S and the applicable laws of the jurisdictions where The information in this Preliminary Placement Document is not complete and may be changed. The Issue is meant only for Eligib onlyfor is meant changed.Issue be The may and completenot is Preliminary PlacementDocument this informationin The classofinvestorsany otherpurchasetheorto thepublic to to to subscribe to or buy the Equity Shares in any jurisdiction where such offer, sale or subscription is not permitted. Document. Placement the through issued be may that Shares Equity the to relating those offers and sales are made. For further details, see “Selling Restrictions” and “Transfer Restrictions” on pages 199 and 205, respectively. This Preliminary Placement Document is dated December 12, 2017. BOOK RUNNING LEAD MANAGERS EQUIRUS CAPITAL PRIVATE LIMITED BNP PARIBAS BOB CAPITAL MARKETS LIMITED CENTRUM CAPITAL LIMITED ELARA CAPITAL (INDIA) PRIVATE LIMITED IDBI CAPITAL MARKETS & SECURITIES LIMITED TABLE OF CONTENTS NOTICE TO INVESTORS .......................................................................................................................................... 2 REPRESENTATIONS BY INVESTORS ................................................................................................................... 4 DISCLAIMER CLAUSE OF STOCK EXCHANGES ............................................................................................ 10 CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION AND FINANCIAL DATA ......................... 11 INDUSTRY AND MARKET DATA ......................................................................................................................... 13 FORWARD – LOOKING STATEMENTS .............................................................................................................. 14 ENFORCEMENT OF CIVIL LIABILITIES ........................................................................................................... 15 EXCHANGE RATES ................................................................................................................................................. 16 DEFINITIONS AND ABBREVIATIONS ................................................................................................................