Placement Document Not for circulation Private and confidential Serial No. ___ UNITED BANK OF INDIA United Bank of India (“Bank”) was constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 on July 19, 1969. For further details with respect to constitution of our Bank, please see section “General Information” beginning on page 226. Head Office: United Tower, 11, Hemanta Basu Sarani, Kolkata – 700 001, West Bengal, India Telephone: +91 33 2248 3857; Fax: +91 33 2248 9391; Website: www.unitedbankofindia.com; Email: [email protected] Our Bank is issuing 54,906,211 equity shares of face of value ₹ 10 each (the “Equity Shares”) at a price of ₹ 23.22 per Equity Share, including a premium of ₹ 13.22 per Equity Share, aggregating up to ₹ 127.49 Crores (the “Issue”). ISSUE 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”), AND THE RULES MADE THEREUNDER THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER THE ICDR REGULATIONS (“QIBs”) IN RELIANCE UPON CHAPTER VIII OF THE ICDR REGULATIONS. THIS 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 OR OUTSIDE INDIA OTHER THAN TO QIBs. THIS 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. YOU ARE NOT AUTHORISED TO AND MAY NOT (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; (2) REPRODUCE THIS 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 OR REPRODUCTION OF THIS PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS 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 RISK LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE SECTION “RISK FACTORS” BEGINNING ON PAGE 37 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 THE PRELIMINARY PLACEMENT DOCUMENT. Invitations, offers and sale of the Equity Shares shall only be made pursuant to the Preliminary Placement Document, the Application Form, this Placement Document and the Confirmation of Allocation Note. See the section “Issue Procedure” beginning on page 177. The distribution of this Placement Document or the disclosure of its contents 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 Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement Document. Information contained in this 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 Placement Document and prospective investors should not rely on such information contained in, or available through, such websites. The Equity Shares of our Bank are listed on the BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”) (the BSE and the NSE collectively the “Stock Exchanges”). The closing price of the outstanding Equity Shares on the BSE and the NSE on March 20, 2017 was ₹ 25.20 and ₹ 25.20 per Equity Share, respectively. In-principle approvals under regulation 28(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) for listing of the Equity Shares have been received from the BSE and the NSE on March 21, 2017. Applications to the Stock Exchanges will be made for the listing of the Equity Shares offered through this 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 PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE. This Placement Document has not been reviewed by 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 Placement Document. This Placement Document will be circulated or distributed to Qualified Institutional Buyers (as defined in the ICDR Regulations), only and will not constitute an offer to any other class of investors in India or any other jurisdiction. The placement of Equity Shares proposed to be made pursuant to this Placement Document is meant solely for QIBs on a private placement basis and is not an offer to the public or to any other class of investors. Information on our Bank’s website or any website directly or indirectly linked to our Bank’s website does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, such websites. 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 those offers and sales are made. For further details, see “Selling Restrictions” and “Transfer Restrictions” beginning on pages 189 and 195, respectively. This Placement Document is dated March 24, 2017. BOOK RUNNING LEAD MANAGERS MOTILAL OSWAL INVESTMENT ADVISORS PRIVATE LIMITED SBI CAPITAL MARKETS 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 ..................................................................................................................................... 17 SUMMARY OF THE ISSUE ......................................................................................................................................................... 24 SUMMARY OF BUSINESS .......................................................................................................................................................... 26 SUMMARY OF FINANCIAL INFORMATION ........................................................................................................................... 33 RISK FACTORS ............................................................................................................................................................................ 37 MARKET PRICE INFORMATION .............................................................................................................................................. 60 USE OF PROCEEDS ....................................................................................................................................................................