13th Yes Bank AGM – June 6, 2017 Shareholders Fully Support All Resolutions Proposed by the Board of Directors of Yes Bank

• Approved all 8 resolutions with overwhelming majority

• Approved the appointment of director Ms. Debjani Ghosh under the provisions of the Companies Act, 2013;

• Approved Dividend at a rate of INR 12 per equity share of INR 10 each (120%)

• Shareholders also approved the Special Resolution toborrow/raise funds by issuance of debt securities up to a total amount of INR 20,000 crore

The General body of the shareholders of Yes Bank, India's 4th largest Private sector bank, has approved all the 8 resolutions with an overwhelming majority, in the 13^th Annual General Meeting (AGM) held on June 06, 2017. The outcome reflects a summation of votes cast electronicallyat the AGM venue on June 06, 2017 and through remote E-voting held from June 02 to June 05, 2017.

The shareholders approved the following:

1. The appointment of Ms. Debjani Ghosh as Independent Director for a period of 5 years.

2. There-appointment of Mr. Ajai Kumar as Non-Executive Non-Independent Director.

3. The shareholders also approved through special resolution the proposal to borrow/raise funds in Indian/foreign currency by issue of Debt Securities including but not limited to Non-Convertible Debentures, Medium Term Notes and Bonds upto a total amount of INR 20,000 Crore. The shareholders also approved through special resolutions to raise the total borrowing limit of the Bank to INR 70,000 Crore.

4. The Shareholders approved a Dividend at a rate of INR 12 per equityshare of INR 10 each(120%)as recommendedby the Board of Directors of the Bank, with an overwhelming majority.

5. The shareholders also adopted the annual audited financial statement for the year ended March 31, 2017 (both standalone and consolidated), with the Report of the Auditors thereon.

6. Ratified the appointment of M/s. B S R & Co. LLP, Chartered Accountants, as Statutory Auditors of the Bank.

7. Took on record the appointment of Mr. Ashok Chawla as Non-Executive (Independent) Chairman and approved his remuneration, in terms of the approval granted by Reserve Bank of India.   

Speaking on the occasion, Mr. Ashok Chawla, Non-Executive Chairperson, Yes Bank said, "We are extremely satisfied with the trust and faith shown by the institutional and retail shareholders in the Board of Directors, management’s business and financial performance, growth plans and decisions to maintain the highest professional standards. Yes Bank is fully geared to capitalize on the renewed economic momentum and achieve its vision of emerging as India’s Finest BIG BANK by 2020.”

The 13^th AGM of Yes Bank held on Tuesday, June 06, 2017 was attended by 7 of the 8 Board of Directors participating, (except Mr. Saurabh Srivastava due to family reasons) including:

• Mr. Ashok Chawla, Non-Executive (Independent) Part-time Chairman of the Board and Chairman – Stakeholders Relationship Committee

• Mr. Vasant V. Gujarathi, Independent Director and Chairman - Audit Committee

• Mr. Brahm Dutt, Independent Director and Chairman- Nomination & Remuneration Committee

• Mr. Ajai Kumar, Non-Executive Non Independent Director, and Chairman – Risk Monitoring Committee & Board Credit Committee

• Lt. General (Dr.) Mukesh Sabharwal (Retd.), Independent Director & Chairman of Service Excellence, Branding & Marketing Committee

• Ms. Debjani Ghosh, Independent Director

• Mr. Rana Kapoor, Managing Director & CEO, Yes Bank.

L to R : Mr. Ajai Kumar, Lt. General (Dr.) Mukesh Sabharwal (Retd.), Mr. Rana Kapoor, Mr. Ashok Chawla, Mr. Brahm Dutt, Mr. Vasant Gujarathi and Ms. Debjani Ghosh at the 13^th AGM of Yes Bank

About Yes Bank

Yes Bank, India’s fourth largest private sector Bank with a pan India presence across all 29 states and 7 Union Territories of India, headquartered in the Lower Parel Innovation District (LPID) of Mumbai, is the outcome of the professional & entrepreneurial commitment of its Founder Rana Kapoor and its Top Management team, to establish a high quality, customer centric, service driven, private Indian Bank catering to the future businesses of India.

Yes Bank has adopted international best practices, the highest standards of service quality and operational excellence and offers comprehensive banking and financial solutions to all its valued customers.

Yes Bank has a knowledge driven approach to banking, and offers a superior customer experience for its retail, corporate and emerging corporate banking clients. YES BANK is steadily evolving as the Professionals’ Bank of India with the long term mission of becoming “INDIA’s FINEST QUALITY BIG BANK by 2020”.

Annexure A – Profile of Ms. Debjani Ghosh

Ms. Debjani Ghosh was appointed as an Additional (Non-Executive) Director on May 15, 2017. 

Prior to joining Yes Bank, Ms. Debjani Ghosh was, till recently, Vice President, Sales & Marketing Group (SMG), Intel and Managing Director, Intel South Asia. She started with Intel in 1996 and has held numerous leadership roles over her 21-year career with the company.

Ms. Ghosh joined Intel as a Marketing Executive with a dream to head the country business someday in the future. In 2012 was returned to India as MD - Intel South Asia. She is a strong believer that dreams do come true but only if you really believe in them and are willing to work as hard as it takes to make them come true.

The last 5 years in India, she has successfully driven a complete reset of the country strategy to shift focus to market creation and strong ecosystem partnerships, positively impacting Intel’s business growth in the country. Passionate about Digital India, she has been instrumental in designing and creating Intel’s programs to support India’s transformation to a Digital Nation, with focus on digital literacy, grounds up tech innovation and strong partnerships across the ecosystem.

She has served in many industry forums like NASSCOM, MAIT, FICCI to strengthen industry advocacy for Digital India and increase the urgency on action.  

Ms. Ghosh is a strong believer in equal opportunities, and regarded as a champion for diversity and equality in corporate India. She was the first woman Intel India Country Head and the first woman President of MAIT. She has been ranked by Fortune India as one of the top 20 Most Powerful Women in Business in India for 5 consecutive years since 2012. In 2017 Fortune India ranked her the 11th most powerful woman in business in India.

She has stepped down from Intel end March to pursue her passion of working towards transforming India to an inclusive Digital Nation, with focus on tech innovation, education and equal empowerment. She dreams of India emerging as the most innovative country in the world, and also a country where women achieve full representation.

Current Positions

• Member – Cisco’s India Advisory Board

• Member – Indian Angel Network

• Co Chair – FICCI Innovation Committee

• Past President – Manufacturing Association of Information Technology (MAIT)

Key Recognitions

• 2016 – 11th Fortune Most Powerful Women in India

• Ranked as one of the top 20 Most Powerful Women in India for 5 consecutive years since 2012

• Featured as one of the top 30 Women Leaders in India in Naina Lal Kidwai’s book 30 Women in Power

• INTEROP 2014 Women Achievers Award in IT2012

• Business Today Award for being  one of the ‘25 Most Powerful Women in Indian Business

Annexure B – Profile of Mr. Ajai Kumar

Mr. Ajai Kumar, aged 63 years, was appointed as Non-Executive Non-Independent Director of Yes Bank on January 29, 2016. Prior to this, he was acting as Senior Strategic Advisor of the Bank (July 2014 to January 2016).

Mr. Ajai Kumar has a distinguished career in banking industry having more than forty years of experience in Public Sector Banking Industry holding eminent leadership positions in India and overseas (New York, USA) including as CMD of Corporation Bank, Executive Director of UCO Bank and as General Manager & Head of Technology and Retail Banking at Bank of Baroda.

As CMD of Corporation Bank (October 2011 to June 2013), he provided strong leadership to take Bank to next level of Business and Next Generation Technology, implemented turnaround strategies successfully by creation of strong business processes and structures in the form of Circle Offices for better efficiency and controls, launching SME Loan Centres, Agriculture Business Development Cells and several Gold Loan Shoppes. Under his leadership, Corporation Bank emerged as the Bank with very strong financials, best productivity, best asset quality and best customers services among its peers. The Bank was ranked No. 1 in the country for its performance in MSME finance for the year 2012-13 and honored with National award by Prime Minister of India.

Prior to Corporation Bank, Mr. Ajai Kumar was Executive Director of UCO Bank wherein, he had developed significant improvements in structures, systems and controls in operations, credit monitoring and supervision.

He started his career with Bank of Baroda joining as a Direct Officer in the year 1973. In thirty-six years of service at Bank of Baroda, he held key responsibilities. He was in-Charge of New York operations covering compliance of US regulations and reporting to Federal Reserve bank, FDIC and NY State Banking Department. As head of Bank of Baroda Nassau, Bahamas Off Shore Operations, he was handing Investments, Money market operations, Forex trading, External Commercial Borrowings etc. He also headed Retail Banking business, responsible for setting up of unique retail asset finance concept of Retail Loan Factory and it’s roll out across the country which resulted in multi fold increase in efficiency with quality and created a benchmark in Banking industry for most customer friendly delivery model for retail products and services. He also launched Bancassurance for Life Insurance initiative of the Bank successfully and established the foundation of Life Insurance Business.

Mr. Ajai Kumar is a Law Graduate and a Post Graduate in Physics from University of Allahabad. He is a Certified Associate of Indian Institute of Bankers (CAIIB).

Mr. Ajai Kumar secured several awards and accolades in his illustrious career as a Banker and has also been honored with Outstanding Award for the paper submitted on “Knowledge Management - A Perspective for Public Sector Banks” in BECON 2003. He was also a Member of the Board of Directors at Indo Zambia Bank Ltd.and Multi Commodity Exchange of India Limited, and is currently holding directorship in Nuclear Power Corporation of India Limited and Metropolitan Stock Exchange of India Limited.