MINORITY SHARES BUYOUT OFFER DOCUMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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Corporate Centre State Bank Bhavan Madame Cama Road Nariman Point, Mumbai 400 021, India Date: 29/10/2013 MINORITY SHARES BUYOUT OFFER DOCUMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

1 Corporate Centre State Bank Bhavan Madame Cama Road Nariman Point, Mumbai , India Date: 29/10/2013 MINORITY SHARES BUYOUT OFFER DOCUMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION State Bank of India Offer made by State Bank of India to purchase the shares of minority shareholders in SBI (Mauritius) Ltd at USD 170 per Ordinary Share i. If you are in doubt as to any aspect of this offer, you should consult a professional adviser. ii. iii. The shareholders of SBI (Mauritius) Ltd shall be registered at the close of business on 05/11/2013 to be eligible for the offer. The Acceptance Form and The Share Transfer Form are included with respect to your shareholding in SBI (Mauritius) Ltd. To signify your acceptance, please sign the forms and return them to: The Company Secretary SBI (Mauritius) Ltd, 6 th Floor, SBI Tower, Mindspace, 45 Ebene Cybercity, Mauritius at latest, by 27/12/2013. iv. Last date for acceptance of the offer is 27/12/2013. v. This document may not be reproduced or provided to others without the prior written permission of the Board of the Offeror.

2 DISCLAIMER This offer document is not a prospectus. This offer document sets out the terms of the offer made by the State Bank of India and has been prepared in compliance with the Laws of Mauritius. This offer is not an offer to the public and shall not in any manner whatsoever be construed as an offer to the public. This offer is being made only to the existing shareholders of SBI (Mauritius) Limited. FSC DISCLAIMER The no objection of the Financial Services Commission ( FSC ) for circulation of this offer document shall not in any way imply that the FSC has conveyed its approval, or otherwise, vouched for the financial soundness, accuracy or opinion expressed in this offer document with regards to this offer. DIRECTORS STATEMENT The board of the Offeror accepts full responsibility for the correctness of the information contained in the offer document, and having made all reasonable enquiries, states that to the best of its knowledge and belief, there is no material fact, the omission of which would make any statement herein, whether of fact or opinion, misleading. DOCUMENTS AVAILABLE FOR INSPECTION The original of the offer document is available for inspection during the normal business hours at the agency of the State Bank of India at: C/o SBI (Mauritius) Ltd, 7 th Floor, SBI Tower, Mindspace, 45 Ebene Cybercity, Mauritius. 2 P a g e

3 Table of contents 1 Terminology Disclaimer Profile of the Offeror Intention of the Offeror Approvals Shareholdings Substance of the offer Agreement for the transfer of shares Cash resources for offer Arrangements in connection with the offer Recommendation of the Bank s Board Regulatory Extended meaning Interpretation not affected by headings Time table Offeror s Directors Frequently asked questions P a g e

4 1 Terminology Offeror Offeree Bank Offer shares Offer price State Bank of India Corporate Centre State Bank Bhavan, Madame Cama Road, Nariman Point, Mumbai India. Minority Shareholders of SBI (Mauritius) Ltd SBI (Mauritius) Ltd 51,329 Ordinary Shares in SBI (Mauritius) Ltd USD170 per Ordinary Share Offer date 29/10/2013 Closure of offer date 27/12/2013 FSC or Commission Ordinary shares Reporting currency, USD MUR Conversion rate Seller The Financial Services Commission of Mauritius Shares carrying 1 voting right and entitled to dividends United States Dollar Mauritian Rupee The Offeror will make payments in USD to the sellers. Conversion to MUR will be made at the Bank of Mauritius indicative buying rate applicable on the 7 th day after the closure date for Shareholders who would want the sale of share proceeds in MUR. Minority shareholder 4 P a g e

document is, in all material respect true and correct and not

5 2 Disclaimer To the best of our knowledge and belief, after making proper enquiry, the information contained in the offer document is, in all material respect true and correct and not misleading, whether by omission of any information or otherwise. 5 P a g e

6 3 Profile of the Offeror State Bank of India ( SBI or the Offeror ) is the largest Bank in India and is also the biggest lender in that country. It is listed on the Mumbai Stock Exchange and is in the top 50 list of the FT Global 500 companies list. The controlling shareholders of SBI are as follows: Shareholders of Offeror Address % shareholding in Offeror (as on ) President of India India % (representing the Government of India) Life Insurance Corporation of India (Group) Yogakshema, Jeevan Bima Marg, Nariman Point, Mumbai , India 9.986% A list of SBI s Directors is shown on Page 10 of this document. 4 Intention of the Offeror Object and purpose SBI is herewith offering to buyout the 51,329 ordinary shares owned by Minority Shareholder in SBI (Mauritius) Ltd ( SBIML or the Bank ). The objective is for SBI to remain as the sole shareholder of the Bank. The Offeror presently owns 726,706 ordinary shares out of a total number of 778,035 representing 93.4% of the Bank s stated capital. This proposed shareholding structure is in line with other foreign owned Banks in Mauritius which are either Branches or 100% owned subsidiaries. Business continuity The Offeror s intention is to continue the Bank s business. Major changes The Offeror currently holds 93.4% of the shareholding of SBIML. With a small percentage of shares being held by the Minority Shareholders, there is an absence of liquidity and marketability for the shares. The proposed buyout offers them an exit route. A single shareholder structure for SBIML will enable a swifter decision making process allowing prompt implementation of its strategic decisions to grab opportunities in both the domestic and international markets. With the globalisation of the economy, capital markets have evolved allowing local companies access to alternative and superior funding options. SBI being a major player in the banking 6 P a g e

7 sector worldwide, this will facilitate the Bank to make timely strategic financial and operational decisions which will impact positively on its operations. Employment The Bank s human capital is not expected to be affected by the proposed change in shareholding. Communication of intention The Offeror communicated its firm intention to make an offer to buy out the Minority Shareholders to its Board on 31/10/2012.Subsequently FSC was informed on 11/02/ Approvals By virtue of a resolution dated 31/10/2012, the Board of Directors of SBI has approved the minority buyout by SBI. All necessary regulatory approvals have been obtained for this proposed minority buyout. 6 Shareholdings (a) (b) (c) (d) (e) At the date of this offer the Offeror owned 726,706 Ordinary Shares. The Directors of the Offeror have no shareholding in SBIML. There is no person acting in concert in the SBIML who owns any shareholding in the Offeror or SBIML. No person holds shares in the Offeror or the SBIML with whom the Offeror or any person acting in concert has any arrangement, or any other agreement or understanding, formal or informal, of whatever nature, which might be an inducement to deal or refrain from dealing. There has been no dealing in shares made by any person, mentioned within the above categories taking place during the period beginning 6 months prior to the offer period until the communication of the offer document. 7 Substance of the offer Rights and Dividend The Offeror is proposing to acquire 51,329 Ordinary Shares, which entitle the shareholder to 1 voting right per share and to dividends, from the Minority Shareholders. The shares will be acquired ex dividend. Offer Price The Offeror is offering to acquire the shares of the SBIML at a price of USD 170. This price has been arrived at per the valuation specialist, Mr Priyaved Jhugroo FCA of Lancasters Chartered Accountants in Mauritius whom the Offeror had assigned to evaluate the Bank. The valuation 7 P a g e

8 has been arrived at using the relative valuation model (the Price/Earnings,P/E ratio of other listed banks) and the average of SBIML s earnings per share for the last three financial years. Therefore, the Offeror is making a fair and reasonable offer to minority shareholders. Financial highlights The highlights for the last three financial years are included in the table below: Financial statements item 2013 USD USD USD 000 Profit before tax 10,822 15,885 15,051 Profit after tax 9,551 14,729 14,107 Total equity 165, , ,725 Earnings per share(usd) Condition of offer The Offeror is making an unconditional offer to acquire the shares of Minority Shareholders. The offer is not conditional on acceptance of offers being received in respect of a minimum number of shares. Offer date This offer is valid as from 29/10/2013. Acceptance of offer closure date This offer is open for acceptance for 60 days after the offer date, commencing on 29/10/ Agreement for the transfer of shares The Acceptance Form and the Share Transfer Form have been included with this Offer Document. By signing the acceptance form the accepting shareholder of the Bank will irrevocably agree to sell and transfer his shares to the Offeror. The transfer process will take place as from 10/01/ Cash resources for offer The State Bank of India guarantees payment to the consenting Minority Shareholders. Payment in USD will be made by bank transfer to the Minority Shareholder s bank account details provided on the completed Acceptance Form. Payment in Mauritian Rupees will be made by cheque drawn in the name of the remaining Minority Shareholders. 8 P a g e

9 10 Arrangements in connection with the offer (a) (b) There is no benefit which will be given to any director of SBIML as compensation for loss of office or otherwise in connection with the offer. There is no agreement or arrangement between the Offeror and any of the directors of SBIML or any person which is conditional on the outcome of the offer or otherwise connected with the offer. 11 Recommendation of the Bank s Board SBIML s Board has recommended the acceptance of the offer by the Minority Shareholders. 12 Regulatory (a) (b) (c) This offer shall be governed by the Laws of Mauritius. All regulatory approvals have been obtained with respect to this offer. The Minority shareholders have the right to accept the offer in accordance with the Bank s constitution. 13 Extended meaning Word importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and the neuter genders. 14 Interpretation not affected by headings The division of this offer into articles and insertion of headings are for convenience and reference only and shall not affect the construction or interpretation of this offer. 15 Time table Date Event 29/10/2013 Notice of offer to the Board of SBI (Mauritius) Ltd and FSC 12/11/2013 Offer communicated to the Bank s Minority Shareholders 12/11/2013 Offer opens for acceptance 27/12/2013 Offer closes 10/01/2014 Transfer of shares 28/01/2014 Payment to sellers issued (sellers to note that funds may take up to 4 working days to clear) 9 P a g e

10 16 Offeror s Directors S.No. Name Addresses 1. Mrs Arundhati Bhattacharya 2. Mr Hemant G. Contractor State Bank of India, Corporate Centre, State Bank Bhavan, Madame Cama Road, Mumbai M-1, Kinnelan Towers, 100A, Napean Sea Road, Mumbai Mr A. Krishna Kumar 4. Mr S. Vishvanathan 5. Mr S. Venkatachalam 6. Mr D. Sundaram 7. Mr Parthasarathy Iyengar 8. Mr Thomas Mathew 9. Mr Jyoti Bhushan Mohapatra 10. Mr S.K. Mukherjee D-11, Kinnellan Towers, 100A, Napean Sea Road, Mumbai C-11, Kinnellan Towers, 100A, Napean Sea Road, Mumbai Building B-1, Flat 1-D (1 st Floor) Harbour Heights, NA Sawant Marg, Colaba, Mumbai TVS Capital Funds Ltd, IL&FS Financial Centre, Quadrant B, 2 nd Floor, BKC, Bandra (E), Mumbai Gartner India, 133 National Society, Baner Road, Aundh Road, Pune Mahindra Heights, 96 Tardeo Road, Mumbai SBI, Cuttack Branch, Collectorate Compound, Cuttack SBI Administrative Unit, Bhangagarh, Guwahati Dr Rajiv Kumar C-215 Ground Floor, Sarvodaya Enclave, New Delhi Mr Deepak I. Amin C-72 ICON, DLF Phase 5, Gurgaon Mr Harichandra Bahadur Singh RR Kohli, Canal road, Raibareli Mr TribhuwanNathChaturvedi 15. Dr. Urjit R. Patel C/O T N Chaturvedi & co.,406,chiranjiv Tower, 43, Nehru Place,New Delhi RBI, Central Office, Shaheed Bhagat Singh Rd, Mumbai P a g e

11 17 Frequently asked questions Q1 What is the Offer which is being made to me? SBI is offering to purchase all the shares you hold in SBIML at USD 170 per share, and the purchase consideration will be settled by bank transfer or cheque. Q2 What are the choices open to me? You may accept/reject the offer. Q3 How long do I have to accept or reject the offer? You have until 27/12/2013 at 16:00 hours to accept the Offer unless this is extended by the Offeror. Any extension of the Offer will be communicated to you. If your Acceptance Form and Share Transfer Form have not been received by the Offeror by the prescribed date and time, it will be deemed that you have not accepted the Offer. Q4 I want to accept the Offer, what do I do? You must: Complete and sign the enclosed Acceptance Form. Complete and sign the enclosed Share Transfer Form. Enclose your share certificate(s), if applicable. If you have misplaced your share certificate(s), complete and sign the enclosed Indemnity Form. Send copy of your National Identity Card or Written Resoulution or Power of Attorney (as applicable). Send the above relevant forms and document to the Company Secretary, SBI (Mauritius) Ltd, in the enclosed Reply Envelope, at latest by 27/12/2013, hours. Q5 What happens if I accept the Offer? By signing the Acceptance Form, you irrevocably agree to sell and transfer your shares in SBI (Mauritius) Ltd to SBI. The shares of all accepting shareholders will effectively be transferred to SBI at the same time on or around fourteen days after the closure of the Offer. The Offeror will settle the consideration owed to you by way of a transfer of funds to your bank account, details provided by you in the Acceptance Form for amounts paid in USD. For payments to be made in MUR, a cheque drawn to your order and posted to the address indicated in your Acceptance Form. 11 P a g e

12 Q6 If I chose to be paid in MUR, what conversion rate of USD: MUR will be used? Conversion to MUR will be made at the Bank of Mauritius indicative buying rate applicable on the 7th day after the closure date for Shareholders who would want the sale of share proceeds in MUR. Q7 I wish to accept the Offer, but I cannot find my share certificate(s). What should I do? You can accept the Offer by completing and returning the enclosed Acceptance Form, the Share Transfer Form along with the completed Indemnity Form. Q8 I do not want to accept the Offer, what do I do? You do nothing. By the time the Offer is closed, you will be deemed not to have accepted the offer. Q9 My shares are pledged and I want to accept the offer, what do I do? You can accept the Offer by completing and returning the Acceptance Form. However, your acceptance will only be acted upon when the person to whom you have pledged your shares accepts to release that pledge. The Company Secretary of SBIML will liaise with the person holding the pledge accordingly. Q10 What if the shares are presently held in the name of a minor? The Offer can be accepted by the legal guardian of the minor, who will sign the Acceptance Form and the Share Transfer Form in the capacity of legal guardian. Q11 What if I miss the closing date of the Offer? The Offer closes on 27/12/2013, hours. If the relevant documents are not sent to the Company Secretary of SBIML by that date and time, you will be deemed not to have accepted. Q12 What if the shareholder is deceased? The duly appointed legal representative of the deceased s estate ( succession ) may accept the Offer. A copy of the Power of Attorney of the legal representative should be enclosed. 12 P a g e

13 Q13 Why is the offeror making this Offer? The Offeror currently holds 93.4% of the shareholding of SBIML. With a small percentage of shares being held by the Minority Shareholders, there is an absence of liquidity and marketability for the shares. The proposed buyout offers Minority Shareholders an exit route. Q14 Can I receive consideration in another form than cash? No, payment will be made into a bank account or by cheque. Q15 What if I do not know how many shares I have? The number of shares you hold will be on your share certificate(s), the number is also indicated on the Offer Letter, the Acceptance Form and the Share Transfer Form sent to you with the Offer Document. Q16 Why is the Offeror making the offer at USD 170 per share? The price of USD 170 has been arrived at using the relative valuation model (the Price/Earnings, P/E ratio of other listed banks) and the average of SBIML s earnings per share for the last three financial years. 13 P a g e

OFFER DOCUMENT. MANDATORY OFFER BY INDIGO HOTELS & RESORTS LTD Registered in Mauritius. To Acquire The Shares Of Tropical Paradise Co.

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