9.15 PNBPerpetual PDF

DISCLOSURE DOCUMENT
PRIVATE & CONFIDENTIAL – FOR PRIVATE CIRCULATION ONLY

THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT IS
PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008
ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008 AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392
DATED OCTOBER 12, 2012 AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES)
(AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014, AS AMENDED AND
RBI CIRCULAR DBOD.NO.BP.BC.6/21.06.201/2014-15 DATED JULY 1, 2014 READ ALONGWITH RBI CIRCULAR DBOD.NO.BP.BC.38/
21.06.201/2014-15 DATED SEPTEMBER 01, 2014.
PUNJAB NATIONAL BANK

(A Government of India Undertaking)
Constituted under the Banking Companies (Acquisition and Transfer
of Undertakings) Act, 1970
Head Office: 7, Bhikaji Cama Place, New Delhi - 110 066

Tel No: +91-011-26102303; Fax No: +91-011-26108741
E-mail: [email protected]
Website: www.pnbindia com
DISCLOSURE DOCUMENT
DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF UNSECURED, SUBORDINATED, FULLY PAID-

UP, NON-CONVERTIBLE, BASEL III COMPLIANT, PERPETUAL DEBT INSTRUMENTS IN THE NATURE OF
DEBENTURES FOR INCLUSION IN ADDITIONAL TIER I CAPITAL OF FACE VALUE OF RS. 10.00 LACS
EACH (“BONDS”) FOR CASH AT PAR AGGREGATING TO RS. 1,000 CRORES WITH AN OPTION TO RETAIN
OVER SUBSCRIPTION OF UPTO RS. 500 CRORES (THE “ISSUE”), BY PUNJAB NATIONAL BANK (“PNB”/
THE “ISSUER”/ THE “BANK”).
GENERAL RISK
For taking an investment decision, investors must rely on their own examination of the Issuer and the Offer
including the risks involved. The Bonds have not been recommended or approved by the Securities and
Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of information/ contents
of this Disclosure Document.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Disclosure
Document contains all information with regard to the Issuer and the issue, which is material in the context of
the issue, that the information contained in this Disclosure Document is true and correct in all material
aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are
honestly held and that there are no other facts, the omission of which make this document as a whole or any
of such information or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING
The current issue of Bonds have been rated as “CARE AA+” by Credit Analysis & Research Ltd. (“CARE”) and
“IND AA+” by India Ratings & Research Pvt. Ltd. (“IRRPL”).
Instruments with this rating are considered to have high degree of safety regarding timely servicing of
financial obligations. Such instruments carry very low credit risk.
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DISCLOSURE DOCUMENT
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DISCLOSURE DOCUMENT
The ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decision. The
ratings may be subject to revision or withdrawal at any time by the assigning Rating Agencies on the basis of new
information. Each rating should be evaluated independent of any other rating.
LISTING
The Bonds shall be listed on the Wholesale Debt Market (“WDM”) segment of BSE Limited (“BSE”).
DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE
IDBI Trusteeship Services Ltd. Alankit Assignments Ltd.
Asian Building, Ground Floor Alankit Heights,
17, R Kamani Marg, 1E/13 Jhandewalan Extension
Ballard Estate, Mumbai – 400001. New Delhi 110055
Tel: +91-22-40807000 Tel No: 011-42541960
Fax: +91-22-66311776 / 40807080 Fax: 011-41543474
E-mail: [email protected] E-mail: [email protected]
INTERNAL LEGAL ADVISOR FOR THE ISSUE
Mrs. Susi George
Asst. General Manager - Law Division
Punjab National Bank
Head Office
7, Bhikaji Cama Place
New Delhi - 110 066
Tel No: +91-011-26102303
Fax No: +91-011-26108741
EXTERNAL LEGAL ADVISOR FOR THE ISSUE
M/s Intralegal
Advocates & Consultants
No. 2, Lalani Building, 1st Floor
83/85, Janmabhoomi Marg
Fort
Mumbai - 400001
SOLE ARRANGER TO THE ISSUE
A. K. Capital Services Ltd.
30-39, Free Press House
3rd Floor, Free Press Journal Marg
215, Nariman Point
Mumbai - 400021
Tel.: (022) 67546500, 66349300
Fax: (022) 66100594
ISSUE SCHEDULE*
ISSUE OPENS ON MONDAY, FEBRUARY 02, 2015
ISSUE CLOSES ON THURSDAY, FEBRUARY 12, 2015
PAY IN DATES MONDAY, FEBRUARY 02, 2015 TO THURSDAY, FEBRUARY 12, 2015
DEEMED DATE OF ALLOTMENT FRIDAY, FEBRUARY 13, 2015
* The Bank reserves the right to pre-pone/ post-pone the above Issue Schedule at its sole and absolute discretion in consultation
with the Sole Arranger, without giving any reasons or prior notice. In the event of any change in the above Issue Schedule, the Bank
will intimate the investors about the revised Issue Schedule.
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TABLE OF CONTENTS
INDEX TITLE
I DISCLAIMER(S)
II DEFINITIONS/ ABBREVIATIONS
III ISSUER INFORMATION
IV DETAILS OF THE DIRECTORS OF THE ISSUER
V DETAILS OF STATUTORY AUDITORS OF THE ISSUER
BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF
VI
BUSINESS
KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3
VII
AUDITED YEARS
BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES
INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION,
VIII
CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED)
AND BORROWINGS
AUDITED STANDALONE & CONSOLIDATED FINANCIAL INFORMATION OF THE
IX
ISSUER
LIMITED REVIEW QUARTERLY STANDALONE FINANCIAL INFORMATION OF THE
X
ISSUER AS OF SEPTEMBER 30, 2014
ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON
THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY
PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS
XI RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT
ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE
INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT
SECURITIES
THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH
STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS
XII CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4)
AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE
HOLDERS OF DEBT SECURITIES.
CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE
XIII
OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED
THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY
XIV
OTHER DOCUMENT / LETTER WITH SIMILAR INTENT
XV COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE
NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT
XVI SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE
DESIGNATED STOCK EXCHANGE
OTHER DETAILS (DRR CREATION, ISSUE/ INSTRUMENT SPECIFIC REGULATIONS
XVII
- RELEVANT DETAILS, APPLICATION PROCESS)
XVIII PROCEDURE FOR APPLYING FOR DEMAT FACILITY
XIX HOW TO APPLY
XX TERM SHEET: ISSUE DETAILS
XXI DISCLOSURE OF CASH FLOWS
XXII OTHER TERMS OF OFFER
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MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS

XXIII
OF THE ISSUER
XXIV DECALARATION
XXV ANNEXURES
1. RATING LETTERS FROM CARE & IRRPL
2. CONSENT LETTER FROM DEBENTURE TRUSTEE
3. APPLICATION FORM
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DISCLOSURE DOCUMENT
I. DISCLAIMER(S)
1. DISCLAIMER OF THE ISSUER
This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in
accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended by Securities
and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued
vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 as amended by Securities and
Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide
circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, as amended and RBI circular
DBOD.No.BP.BC.6/21.06.201/2014-15 dated July 1, 2014 read along with RBI circular DBOD.No.BP.BC.38/
21.06.201/2014-15 dated September 1, 2014. This Disclosure Document does not constitute an offer to
public in general to subscribe for or otherwise acquire the Bonds to be issued by Punjab National Bank
(“PNB”/ the “Issuer”/ the “Bank”). This Disclosure Document is for the exclusive use of the addressee and
restricted for only the intended recipient and it should not be circulated or distributed to third party (ies). It
is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to
the Bonds issued by the Issuer. This Bond issue is made strictly on private placement basis. Apart from this
Disclosure Document, no offer document or prospectus has been prepared in connection with the offering of
this Bond issue or in relation to the Issuer.
This Disclosure Document is not intended to form the basis of evaluation for the prospective subscribers to
whom it is addressed and who are willing and eligible to subscribe to the Bonds being issued by Punjab
National Bank (“PNB”/ the “Issuer”/ the “Bank”). This Disclosure Document has been prepared to give
general information regarding the Bank to parties proposing to invest in this issue of Bonds and it does not
purport to contain all the information that any such party may require. The Bank believes that the
information contained in this Disclosure Document is true and correct as of the date hereof. The Bank does
not undertake to update this Disclosure Document to reflect subsequent events and thus prospective
subscribers must confirm about the accuracy and relevancy of any information contained herein with the
Bank. The Bank accepts no responsibility for statements made in any advertisement or any other material
and anyone placing reliance on any other source of information would be doing so at his own risk and
responsibility.
Prospective subscribers must make their own independent evaluation and judgment before making the
investment and are believed to be experienced in investing in debt markets and are able to bear the economic
risk of investing in Bonds. It is the responsibility of the prospective subscriber to have obtained all consents,
approvals or authorizations required by them to make an offer to subscribe for, and purchase the Bonds. It is
the responsibility of the prospective subscriber to verify if they have necessary power and competence to
apply for the Bonds under the relevant laws and regulations in force. Prospective subscribers should conduct
their own investigation, due diligence and analysis before applying for the Bonds. Nothing in this Disclosure
Document should be construed as advice or recommendation by the Issuer or by the Sole Arranger to the
Issue to subscribers to the Bonds. The prospective subscribers also acknowledge that the Sole Arranger to the
Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for
the Bonds. Prospective subscribers should also consult their own advisors on the implications of application,
allotment, sale, holding, ownership and redemption of these Bonds and matters incidental thereto.
This Disclosure Document is not intended for distribution. It is meant for the consideration of the person to
whom it is addressed and should not be reproduced by the recipient and the contents of this Disclosure
Document shall be kept utmost confidential. The securities mentioned herein are being issued on private
placement basis and this offer does not constitute a public offer/ invitation.
The Issuer reserves the right to withdraw the private placement of the Bond issue prior to the issue closing
date(s) in the event of any unforeseen development adversely affecting the economic and regulatory
environment or any other force majeure condition including any change in applicable law. In such an event,
the Issuer will refund the application money, if any, along with interest payable on such application money, if
any.
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DISCLOSURE DOCUMENT
2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA
This Disclosure Document has not been filed with Securities and Exchange Board of India (“SEBI”). The Bonds
have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of
information/ contents of this Disclosure Document. It is to be distinctly understood that this Disclosure
Document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI.
SEBI does not take any responsibility either for the financial soundness of any scheme or the project for
which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed
in this Disclosure Document. The Issue of Bonds being made on private placement basis, filing of this
Disclosure Document is not required with SEBI. However SEBI reserves the right to take up at any point of
time, with the Issuer, any irregularities or lapses in this Disclosure Document.
3. DISCLAIMER OF SOLE ARRANGER TO THE ISSUE
It is advised that the Issuer has exercised self due-diligence to ensure complete compliance of prescribed
disclosure norms in this Disclosure Document. The role of the Sole Arranger to the Issue (referred to as “Sole
Arranger”) in the assignment is confined to marketing, and placement of the Bonds on the basis of this
Disclosure Document as prepared by the Issuer. The Sole Arranger has neither scrutinized/ vetted nor has it
done any due-diligence for verification of the contents of this Disclosure Document. The Sole Arranger shall
use this Disclosure Document for the purpose of soliciting subscription from a particular class of eligible
investors in the Bonds to be issued by the Issuer on private placement basis. It is to be distinctly understood
that the aforesaid use of this Disclosure Document by the Sole Arranger should not in any way be deemed or
construed that the Disclosure Document has been prepared, cleared approved or vetted by the Sole Arranger;
nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents
of this Disclosure Document; nor does it take responsibility for the financial or other soundness of the Issuer,
its promoters, its management or any scheme or project of the Issuer. The Sole Arranger shall not be
responsible for compliance of any provision(s) of new Companies Act, 2013. The Sole Arranger or any of its
directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss
or damage arising of whatever nature and extent in connection with the use of any of the information
contained in this Disclosure Document.
4. DISCLAIMER OF THE STOCK EXCHANGE
As required, a copy of this Disclosure Document shall be submitted to the BSE Limited (hereinafter referred
to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of this
Disclosure Document with BSE or hosting the same on its website should not in any way be deemed or
construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify
or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that
this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility
for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of
the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated
herein or any other reason whatsoever.
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DISCLOSURE DOCUMENT
5. DISCLAIMER IN RESPECT OF JURISDICTION
The private placement of Bonds is made in India to various class of investors. The Disclosure Document does
not, however, constitute an offer to sell or an invitation to subscribe to the Bonds offered hereby in any other
jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any
person into whose possession this Disclosure Document comes is required to inform him about and to
observe any such restrictions. Any disputes arising out of this issue will be subject to the exclusive
jurisdiction of the courts at Mumbai. All information considered adequate and relevant about the Issuer has
been made available in this Disclosure Document for the use and perusal of the potential investors and no
selective or additional information would be available for a section of investors in any manner whatsoever.
6. DISCLAIMER BY THE RESERVE BANK OF INDIA
The Bonds have not been recommended or approved by the Reserve Bank of India nor does RBI guarantee
the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in
any way, be deemed or construed that the securities have been recommended for investment by the RBI. RBI
does not take any responsibility either for the financial soundness of the Issuer, or the Bonds being issued by
the Issuer or for the correctness of the statements made or opinions expressed in this Disclosure Document.
Potential investors may make investment decision in the securities offered in terms of this Disclosure
Document solely on the basis of their own analysis and RBI does not accept any responsibility about
servicing/ repayment of such investment.
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DISCLOSURE DOCUMENT
II. DEFINITIONS / ABBREVIATIONS
AY Assessment Year
Allotment/ Allot/ Allotted The issue and allotment of the Bonds to the successful Applicants in the Issue
Allottee A successful Applicant to whom the Bonds are allotted pursuant to the Issue,
either in full or in part
Applicant/ Investor A person who makes an offer to subscribe the Bonds pursuant to the terms of
this Disclosure Document and the Application Form
Application Form The form in terms of which the Applicant shall make an offer to subscribe to
the Bonds and which will be considered as the application for allotment of
Bonds in the Issue
RBI Regulations/ Master Circular No. DBOD.No.BP.BC.6/21.06.201/2014-15 dated July 01,
RBI Basel III Guidelines 2014 issued by the Reserve Bank of India on Basel III capital regulations
(“Master Circular”) covering terms and conditions for issue of Perpetual Debt
Instruments (“PDIs”) for inclusion in Additional Tier 1 Capital (Annex 4 of the
Master Circular) and minimum requirements to ensure loss absorbency of
Additional Tier 1 instruments at pre-specified trigger and of all non-equity
regulatory capital instruments at the point of non-viability (“PONV”) (Annex
16 of the Master Circular) read along with RBI Circular No.
DBOD.No.BP.BC.38/21.06.201/ 2014-15 dated September 01, 2014 on
“Implementation of Basel III Capital Regulations in India- Amendments.” In
the event of any discrepancy or inconsistency between the terms of the Bonds
and any other Transaction Document(s), the provisions of the RBI Basel III
Guidelines shall prevail.
Bondholder(s) Any person or entity holding the Bonds and whose name appears in the list of
Beneficial Owners provided by the Depositories
Beneficial Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of
Owner(s) the Bond(s) as defined in clause (a) of sub-section of Section 2 of the
Depositories Act, 1996)
Board/ Board of The Board of Directors of Punjab National Bank or Committee thereof, unless
Directors otherwise specified
Bond(s) Unsecured, Subordinated, Fully Paid-Up, Non-Convertible, Basel III
Compliant, Perpetual Debt Instruments in the nature of Debentures for
inclusion in Additional Tier I Capital of Face Value of Rs. 10.00 lacs each for
cash at par aggregating to Rs. 1,000 crores with an option to retain
oversubscription of upto Rs. 500 crores to be issued by Punjab National Bank
through private placement route under the terms of this Disclosure
Document
BSE BSE Limited being the stock exchange on which, the Bonds of the Bank are
proposed to be listed
Rating Agencies Credit Analysis & Research Ltd. and India Ratings & Research Pvt. Ltd.
Record Date Reference date for payment of interest/ repayment of principal (in case of
exercise of Call Option)
CDSL Central Depository Services (India) Limited
CMD Chairman & Managing Director of Punjab National Bank
Debt Securities Non-Convertible debt securities which create or acknowledge
indebtedness and include debenture, bonds and such other securities of
a body corporate or any statutory body constituted by virtue of a
legislation, whether constituting a charge on the assets of the Bank or not, but
excludes security bonds issued by Government or such other bodies as may
be specified by SEBI, security receipts and securitized debt instruments
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DISCLOSURE DOCUMENT
Deemed Date of The cut-off date declared by the Bank from which all benefits under the
Allotment Bonds including interest on the Bonds shall be available to the Bondholder(s).
The actual allotment of Bonds (i.e. approval from the Board of Directors or a
Committee thereof) may take place on a date other than the Deemed Date of
Allotment
Depository A Depository registered with SEBI under the SEBI (Depositories and
Participant) Regulations, 1996, as amended from time to time
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository A Depository participant as defined under Depositories Act
Participant
Disclosure Document Disclosure Document dated January 30, 2015 for private placement of
Unsecured, Subordinated, Fully Paid-Up, Non-Convertible, Basel III
inclusion in Additional Tier I Capital of face value of Rs. 10.00 lacs each for
cash at par aggregating to Rs. 1,000 crores with an option to retain
oversubscription of upto Rs. 500 crores to be issued by Punjab National Bank.
DP Depository Participant
DRR Bond/ Debenture Redemption Reserve
EPS Earnings Per Share
FIs Financial Institutions
FIIs Foreign Institutional Investors
Financial Year/ FY Period of twelve months ending March 31, of that particular year
GOI Government of India/ Central Government
Trustees Trustees for the Bondholders in this case being IDBI Trusteeship Services Ltd
Issuer/ PNB/ Bank Punjab National Bank, constituted under the Banking Companies
(Acquisition and Transfer of Undertakings) Act, 1970 and having its Head
Office at 7, Bhikaji Cama Place, New Delhi - 110 066
I.T. Act The Income Tax Act, 1961, as amended from time to time
Listing Agreement Listing Agreement for Debt Securities issued by Securities and Exchange
Board of India vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated May
11, 2009 and Amendments to Simplified Debt Listing Agreement for Debt
Securities issued by Securities and Exchange Board of India vide circular no.
SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November 26, 2009 and
Amendments to Simplified Debt Listing Agreement for Debt Securities
issued by Securities and Exchange Board of India vide circular no.
SEBI/IMD/DOF-1/BOND/Cir-1/2010 dated January 07, 2010
MF Mutual Fund
MoF Ministry of Finance
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
PAN Permanent Account Number
Private Placement An offer or invitation to subscription of Bonds on private placement basis.
GIR General Index Registration Number
RBI Reserve Bank of India
RTGS Real Time Gross Settlement
Registrar Alankit Assignments Ltd.
SEBI The Securities and Exchange Board of India, constituted under the SEBI Act,
1992
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to
time
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DISCLOSURE DOCUMENT
SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878
dated June 06, 2008 as amended by Securities and Exchange Board of India
(Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued
vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 as
amended by Securities and Exchange Board of India (Issue and Listing of Debt
Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-
NRO/GN/2013-14/43/207 dated January 31, 2014, as amended
TDS Tax Deducted at Source
Companies Act Companies Act, 1956 , as amended (without reference to the sections thereof
that have ceased to have effect upon notification of sections of the Companies
Act, 2013) (the “Companies Act, 1956”) read with the applicable provisions of
the Companies Act, 2013, to the extent notified and in effect (the “Companies
Act, 2013”), and together with the Companies Act, 1956 (the “Companies
Act”)
The Issue/ The Offer/ Private Placement of Unsecured, Subordinated, Fully Paid-Up, Non-
Private Placement Convertible, Basel III Compliant, Perpetual Debt Instruments in the nature of
Debentures for inclusion in Additional Tier I Capital of face value of Rs. 10.00
lacs each for cash at par aggregating to Rs. 1,000 crores with an option to
retain oversubscription of upto Rs. 500 crores to be issued by Punjab
National Bank.
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DISCLOSURE DOCUMENT
III. ISSUER INFORMATION: NAME AND ADDRESS OF THE FOLLOWING:
SR. No PARTICULARS : DETAILS

i REGISTERED OFFICE OF THE ISSUER
 Name : Punjab National Bank
 Address : 7, Bhikaji Cama Place, New Delhi – 110 066
 Tel. No. : +91-011- 26102303
 Fax No. : +91-011- 26196456
 E-mail : [email protected]
 Website : www.pnbindia.com
ii CORPORATE OFFICE OF THE ISSUER

 Name : Punjab National Bank
 Address : 7, Bhikaji Cama Place, New Delhi – 110 066
 Tel. No. : +91-011- 26102303
 Fax No. : +91-011- 26196456
iii COMPLIANCE OFFICER FOR THE ISSUE

 Name : Mr. Rohit Grover
 Address : Treasury Division C-9, G Block, Bandra Kurla Complex, Bandra (E),
Mumbai 400 051
 Tel. No. : +91-022- 267236312
 Fax No. +91-022- 26532643
iv CHIEF FINANCIAL OFFICER FOR THE ISSUER

 Name : Mr. P K Mohapatra
 Address : Punjab National Bank, Finance Division, 5, Sansad Marg, New Delhi -
110001
 Tel. No. : +91- 011- 23766451
 Fax No. : +91- 011- 23766079
v DEBENTURE TRUSTEE FOR THE ISSUE

 Name : IDBI Trusteeship Services Ltd.
: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate,
 Address
Mumbai - 400001
 Tel. No. : +91-22-40807000
 Fax No. : +91-22-66311776 / 40807080
 Website : www.idbitrustee.com
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DISCLOSURE DOCUMENT
vi REGISTRAR TO THE ISSUE

 Name : Alankit Assignments Ltd.
: Alankit Heights,1E/13 Jhandewalan Extension
 Address
New Delhi - 110055
 Tel. No. : +91-011-42541960
 Fax No. : +91-011-41543474
vii CREDIT RATING AGENCIES

A Name : Credit Analysis & Research Ltd.
: 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express
 Address
Highway, Sion (East), Mumbai - 400022
 Tel. No. : +91-22-6754 3456
 Fax No. : +91-22-6754 3457
 Email : [email protected]
B Name : India Ratings & Research Pvt. Ltd.

: Wockhardt Towers, Level 4, West Wing, Bandra Kurla Complex,
 Address
Bandra (East), Mumbai - 400051
 Tel. No. : +91 22 4000 1700
 Fax No. : +91 22 4000 1701
 Website : www.indiaratings.co.in
viii INTERNAL LEGAL ADVISOR FOR THE ISSUE

: Mrs. Susi George, Asst. General Manager - Law Division,
 Name
Punjab National Bank
 Address : Head Office, 7, Bhikaji Cama Place, New Delhi - 110 066
 Tel. No. : +91-011-26102303
 Fax No. : +91-011-26108741
 Email : [email protected]
ix EXTERNAL LEGAL ADVISOR FOR THE ISSUE

 Name : M/s Intralegal, Advocates & Consultants
: No. 2, Lalani Building, 1st Floor, 83/85, Janmabhoomi Marg, Fort,
 Address
Mumbai - 400001
x STATUTORY AUDITORS OF THE ISSUER

A Name : M/s Borkar & Muzumdar
: 21/168, Anand Nagar Om Co-op. Housing Society, Anand Nagar Lane,
 Address
Off Nehru Road, Santacruz (East), Mumbai – 400 055
 Tel. No. : 022-66899991
B Name : M/s G S Madhava Rao & Co.

 Address : F 5 & 7, Hyderabad Business Centre, Hyderguda, Hyderabad – 500 029
 Tel. No. : 040- 23232661
C Name : M/s. Phillipos & Co.

 Address : No.47, Wheeler road, Cox town, Bangalore- 560005 Karnataka
 Tel. No. : 080- 41251474
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DISCLOSURE DOCUMENT
D Name : M/s. K.N. Gutgutia & Co

 Address : Flat No.23, 2nd Floor, 6CMiddleton Street, Kolkata -700071
 Tel. No. : 033- 22843737
E Name : M/s. CVK & Associates

: 2, Samarth Apts, D.S. Babrekar Marg, Dadar(W), Mumbai-400028,
 Address
Maharashtra
 Tel. No. : 022- 24468717
F Name : M/s. Ramesh Kapoor & Co.

 Address : 1st A/180, Lajpat Nagar-1, New-Delhi-110024
 Tel. No. : +91 9810241087
xi SOLE ARRANGER TO THE ISSUE

 Name : A. K. Capital Services Ltd.
: 30-39, Free Press House, 3rd Floor, Free Press Journal Marg, 215,
 Address
Nariman Point, Mumbai - 400021
 Tel. No. : (022) 67546500, 66349300
 Fax No. : (022) 66100594
 Website : www.akcapindia.com
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DISCLOSURE DOCUMENT
IV. DETAILS OF DIRECTORS OF THE ISSUER
NAMES AND ADDRESSES OF THE CURRENT DIRECTORS OF THE ISSUER
The composition of the Board of Directors of the Bank as on the date of this Disclosure Document is as
under:
Sr. Name, Designation Age Address Director of Details of Other

No. & DIN (Years) (Residential) the Bank Directorships/
(S/Shri) since Membership
1 Gauri Shankar 58 A-266, Ganpat 07.10.2013 1. PNB MetLife Co.Ltd.
Executive Director Andalkar Block 2. JSC SB PNB Kazakhastan
(DIN: 06764026) Asiad Village Complex 3. PNB International Ltd.
New Delhi - 110049 London - Chairman
2 Kunchu Veera 55 C-1/8, Khel Gaon 22.01.2014 1. PNB Gilts. Ltd.
Brahmaji Rao Chhota Singh Block 2. PNB ISL
Executive Director New Delhi-110049
(DIN: 06861202)
3 Dr. Ram Saduba 56 A-265, Ganpat 13.03.2014 PNB Housing Finance Ltd.
Sangapure Andalkar Block, Asiad
Executive director Village Complex,
(DIN:03297417) New Delhi - 110049
4 Anurag Jain 49 A-4, Tower 7, 4th 03.08.2011 1. National Housing Bank
Director Foor, New Moti Bagh, 2. Small Industries
(DIN:01779759) New Delhi Development Bank of
India.
3. Irrigation & Water
Resources Finance
Corpn. Ltd.
4. National Insurance Co.
Ltd.
5. IFCI Ltd.
5 Bibhu Prasad 55 Off: PCGM, RBI, 31.05.2013 None
Kanungo Foreign Exchange
Director Deptt., Central Office,
Mumbai-400001
6 Dilip Kumar Saha 56 9-B/603, Kalpak 26.06.2013 None
Director Estate, Antop Hill,
Mumbai-400016
7 Tara Chand Jhalani 58 A-72, Triveni Nagar, 08.03.2013 None
Director Gopalpura Byepass
Jaipur
8 Madhavan Nair 66 503, Heritage Bldg. 21.03.2012 1. Chairman – Audit
Gopinath Hiranandani Gardens, Committee of ICICI
Director Powai Prudential Trust Ltd.
(DIN:396196) Mumbai-400 076 2. Director – ICICI
Prudential Pension Fund
Management
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DISCLOSURE DOCUMENT
9 Devinder Kumar 49 H.No 2518, 21.03.2012 1. Chandigarh Industrial

Singla Sector 35-C, and Tourism Dev.
Director Chandigarh - 160022 Corporation
(DIN:01430327) 2. Seimark Infotech Pvt.
Ltd.
3. Member– Committee on
Banking, Insurance &
Pension of The Institute
of Chartered
Accountants of India
10 Dr. Sunil Gupta 48 II A-26, Nehru Nagar 21.03.2012 1.General Insurance
Director Ghaziabad-201001 Corporation of India
(DIN:00948089) 2. Rural Electrification
Corpn. Ltd.
3. Sunil Ram Enterprises
(P) Ltd.
4. Sunil Ram Infotech India
(P) Ltd.
5. Sunil Ram Infrastructure
Pvt. Ltd.
6. Sunil Ram & Co.
11 Gautam Premnath 52 B-2, Alaknanda, 24.01.2014 1. Nagpur Power &
Khandelwal 16-A, Nepeansea Industries Ltd.
Director Road, Malbar Hills, 2. Informed Technologies
(DIN: 00270717) Mumbai- 400006 India Ltd.
3. Khandelwal Remedies
Pvt. Ltd.
4. Zeppelin Investments
Pvt. Ltd.
5. The Motwane Mfg. Co.
Pvt. Ltd.
6. Globus Spirits Ltd.
7. Varrol Polymers (P) Ltd.
8. Varrol Engg. (P) Ltd.
9. Gras Education &
Training Service Pvt.
Ltd.
10. Amigo Sports (P) Ltd.
None of the current directors of the Bank is appearing in the RBI defaulter list and/or ECGC default list.
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DISCLOSURE DOCUMENT
CHANGE IN DIRECTORS OF THE ISSUER SINCE LAST THREE YEARS
Changes in the Board of Directors of the Issuer during the last three years are as under:
Sr. Name of Director Designation From To Reasons/Remarks

No. S/Shri/Smt.
1 K.R. Kamath Chairman & 28.10.2009 27.10.2014 Term Expired
Managing Director
2 M.P. Singh Workmen 28.01.2010 27.01.2013 Term Expired
Employee Director
3 Pradeep Kumar Officer Employee 15.02.2010 14.02.2013 Term Expired
Director
4 Jasbir Singh RBI Director 30.07.2010 06.09.2012 Ceased to be Director
5 Rakesh Sethi Executive Director 01.01.2011 11.03.2014 Elevated to CMD,

Allahabad Bank
6 M.A. Antulay Director 20.05.2011 19.05.2014 Term Expired
7 Usha Executive Director 19.07.2011 11.11.2013 Elevated to CMD,

Ananthasubramanian Bhartiya Mahila Bank
8 B.B. Chandhry Director CA 23.09.2011 22.09.2014 Term Expired
Category
9 M.N. Gopinanth Shareholder 21.03.2012 - Nomination
Director
10 Dr. Sunil Gupta Shareholder 21.03.2012 - Nomination
Director
11 D.K. Singla Shareholder 21.03.2012 - Nomination
Director
12 S.R. Bansal Executive Director 18.06.2012 04.10.2013 Elevated to CMD, Corp.
Bank
13 N.S. Vishwanathan RBI Director 06.09.2012 31.05.2013 Ceased to be Director
14 B.P. Kanungo RBI Director 31.05.2013 - Appointment
15 T.C. Jhalani Workmen 08.03.2013 - Appointment

Employee Director
16 Dilip Kumar Saha Officer Employee 26.06.2013 - Appointment
Director
17 Gauri Shankar Executive Director 07.10.2013 - Appointment
18 Aradhana Misra Part Time Non- 21.11.2013 17.05.2014 Resigned

Official Director
19 K.V. Brahmaji Rao Executive Director 22.01.2014 - Appointment
20 G.P. Khandelwal Part Time Non- 24.01.2014 - Nomination

Official Director
21 Dr. Ram S. Sangapure Executive Director 13.03.2014 - Appointment
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DISCLOSURE DOCUMENT
V. DETAILS OF AUDITORS OF THE ISSUER
Name Regn No. Address and Contact No. Auditor of the

Bank since
M/s Borkar & Muzumdar FRN No. 101569W 21/168, Anand Nagar Om Co-op. 2011
Housing Society
Anand Nagar Lane, Off Nehru Road,
Santacruz(East)
Mumbai – 400 055.
Tel: (022) 66899991
M/s G S Madhava Rao & FRN No. 001907S F 5 & 7, Hyderabad Business Centre, 2011
Co. UCN 020361 Hyderguda, Hyderabad – 500 029
Tel: (040) 23232661
M/s Phillipos & Co. Regn No. 002650S No.47, Wheeler road 21.12.12
Cox town,
Bangalore- 560005 Karnataka
Tel: (080) 41251474
M/s K.N. Gutgutia & Co F.R. No.304153E Flat No.23, 2nd Floor, 21.12.12
6CMiddleton Street, Kolkata -700071
(WB)
Delhi:-
11-K, Gopala Tower, 25
Rajendra Place, New-Delhi- 110008
Tel: (033) 22843737
M/s CVK & Associates F R No. 101745 W 2, Samarth Apts, 21.12.12
D.S. Babrekar Marg, Dadar(W)
Mumbai-400028, Maharashtra
Tel: (022) 24468717
M/s Ramesh Kapoor & F.R.no. 001477N Khans Villa 21.12.12
Co. 54, Zakura Crossing
Near Skaust Farms
Sri-Nagar – 190006
J&K
Delhi: 1st A/180, Lajpat Nagar-1, New-
Delhi-110024
Mobile: +91-9810241087
DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS
Name Address Date of Date of Auditor of the

appointment cessation Issuer since
M/s V.K. Verma C-37, Connaught Circus, Dec.’09 Dec.’12 Dec.’09
New-Delhi
M/s Mookerjee 5 & 6 fancy Lane5th Floor, Dec.’09 Dec.’12 Dec.’09
Biswas & Phatak Kolkata
M/s Amit Ray & Co 5-B, Sardar Patel Marg, Civil Dec.’09 Dec.’12 Dec.’09
Lines, Allahabad
M/s Sarda & Pareek Mahavir Apartments, 3rd Dec.’09 Dec.’12 Dec.’09
Floor, 598, M.G.Road. Near
Suncity Cinema, Vile Parle,
Mumbai
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DISCLOSURE DOCUMENT
M/s Borkar & 21/168, Anand Nagar Om Dec.’11 Continuing Dec.’11

Muzumdar Co-op. Housing Society
Anand Nagar Lane, Off
Nehru Road, Santacruz(East)
Mumbai – 400 055.
022-66899991
M/s G S Madhava Rao F 5 & 7, Hyderabad Business Dec.’11 Continuing Dec.’11
& Co. Centre, Hyderguda,
Hyderabad – 500 029
040- 23232661
VI. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF BANK AND ITS LINE OF BUSINESS
CONTAINING ATLEAST FOLLOWING INFORMATION
OVERVIEW
HIGHLIGHTS OF THE BANK AS ON 31ST MARCH 2014
 Operating profit of the Bank for the year ended 31st March 2014 was ₹ 11,384 compared to ₹ 10,907
crore during the same period last year, registering a YOY growth of 4.37%
 Core operating profit (excluding treasury operations) of the Bank for 6 months up to September 2014
amounted to ₹ 2,751 crore as compared to ₹ 2,690 crore, registering a growth of 10.80%
 Net profit of the Bank for the year 2013-14 stood at ₹ 3,343 crore and core net profit (excluding
treasury trading profits and impact of depreciation) stood at ₹ 3,576 crore
 Net Interest Income for Q4 of FY 2014 rose to ₹ 4,002 crore, a rise of 6% over Q4 of FY 2013.
 Net Interest margin reduced by 8 bps to 3.44% in FY 2014 viz-a-viz 3.52% in FY 2013
 Total Business of the Bank crossed the landmark of ₹ 8 lakh crore to reach ₹ 8,00,666 crore as against
₹ 7,00,356 crore in FY 2013, showing a y‐o‐y growth of 14.3%.
 Total deposits of the bank rose by 15.3% compared to March 2013 to ₹ 4,51,397 crore with share of
CASA deposits in total domestic deposits maintaining above the 40% mark
 Global gross advances rose by 14.1% to ₹ 3,59,646 crore between March 2013 to March 2014
 Credit Deposit Ratio stood at 77.38% as on 31st March 2014 from 78.86% as on 31st March 2013
 Gross NPA stood at 5.25% in FY 2014 compared to 4.27% in FY 2013
 Net NPA stood at 2.85% in FY 2014 compared to 2.35% in FY 2013
 Basel III Capital Adequacy Ratio stood at 11.79% with Tier I capital constituting 8.70% and Tier II
capital constituting 3.09% as on 30th September 2014.
BACKGROUND OF THE BANK
Punjab National Bank is a leading public sector commercial bank in India, offering banking products and
services to corporate and commercial, retail and agricultural customers. We started our operations in 1895
and since then have grown to become one of India’s largest banks in terms of assets and second largest bank
in terms of number of branches. Although we began our operations in the agriculturally rich areas of
Northern India, we have expanded our operations to provide products and services across India through
6407 branches. Our Bank has overseas presence in 8 countries. We have 3 overseas branches (2 in Hong
Kong, 1 in Dubai) and 1 offshore banking unit at Mumbai We have 3 subsidiaries, at UK (Punjab National Bank
International Ltd) with 7 branches, Druk PNB Bank Ltd Bhutan with 5 branches and JSC SB PNB Kazakhstan
with 4 branches. We also have a Joint Venture with Everest Bank Ltd at Nepal having 52 branches. Besides
these we have 3 Representative Offices at Dubai-UAE, Sydney-Australia, and Shanghai- China. Bank has got
permission from RBI for opening of a representive office in Yangon (Myanmar) and Dhaka (Bangladesh).
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DISCLOSURE DOCUMENT
Our banking operations for corporate and commercial customers include a range of products and services for
large corporate customers as well as for small and middle market businesses and government entities. We
cater to the financing needs of the agricultural sector and have created innovative financing products for
farmers. We also provide significant financing to other priority sectors including small scale industries. We
offer a wide range of retail credit products including home loans, personal loans and automobile loans.
Through our subsidiaries and joint ventures, we deal in Indian government securities and provide housing
finance and asset management services. Through our treasury operations, we manage our balance sheet,
including the maintenance of required regulatory reserves, and seek to maximize profits from our trading
portfolio by taking advantage of market opportunities.
BUSINESS OVERVIEW (as on 31st March 2014)
Bank's total business reached ₹ 8,00,666 crore at the end of March'14, registering an absolute increase of
₹ 1,00,310 crore and a growth of 14.32%.The Bank's overseas business increased by 52% to reach ₹ 73,447
crore.
Bank's total deposits amounted to ₹ 4,51,397 crore as at the end of March'14, showing an absolute
accretion of ₹ 59,837 crore and a growth of 15.3% over previous year. The share of Bank's deposits to total
resources was 82% at the end of March 2014, while the share of low cost deposits (current + savings) in
total domestic deposits was 41.3% as compared to 40.9 % in the FY'13.
Net advances of the Bank as at the end of March 2014 stood at ₹ 3,49,269 crore, compared to ₹ 3,08,796
crore as at end March 2013, registering an increase of ₹ 40,473 crore or 13.1%. The loan portfolio of the
Bank remains well diversified with Yield on Advances at 10.36% for the year ended March 2014.
PNB’S SUBSIDIARIES, REGIONAL RURAL BANKS AND JOINT VENTURES
DOMESTIC SUBSIDIARIES
PNB Gilts Ltd.
PNB Gilts Ltd. fulfilled all its obligations as a Primary dealer in both primary and secondary markets.
Company's profit surged to Rs. 90.70 crore in FY'14 vis-à-vis Rs 88.76 crore posted in FY'13. Net worth of
the company has improved from Rs. 620.08 crore as on 31.03.2013 to Rs. 662.53 Crore as at 31.03.2014
showing increase of 6.85% on YOY basis. The total income has improved from Rs. 288.75 crore for the
period ended 31.03.2013 to Rs. 347.14 crore for period ended 31.03.2014 an increase of 20.22% YoY.
The total out right turnover ratio is 10.36%.
PNB Housing Finance Ltd.
During FY'14, the company made fresh disbursements of Rs. 5,500 crore (Previous Year: Rs. 3,682 crore),
registering a growth of 49% in new business. Total loans outstanding as on March 31, 2014 were Rs. 10,591
crore (Previous year: Rs. 6,620 crore), a growth of 60% over previous year. The average ticket size for retail
loans sanctioned during FY'14 was Rs. 55 lac. During the year, deposits increased to Rs. 1,712 crore
(Previous year: Rs. 1,051 crore), a growth of 63% over previous year.
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DISCLOSURE DOCUMENT
The company laid special emphasis on reducing delinquencies and NPAs. The overall delinquencies were
down at 1.10% (2.5%) of the portfolio and gross NPAs were contained at 0.32% (0.57% last year) and net
NPAs were reduced from 0.35% to 0.16% of the net loans outstanding.
During FY 2013-14, the company earned total income of Rs. 1,116 crore (Rs. 661 crore), a growth of 69%
over previous year. Interest expenditure was Rs. 801 crore (Rs. 462 crore) and other operating expenditure
was Rs. 139 crore (Rs. 73 crore). The company earned profit before tax of Rs. 176 crore (Rs. 126 crore) and
profit after tax of Rs. 127.44 crore (Rs. 91.51 crore) registering a growth of 39% over previous year. The net
interest margin was 3.01%. The net worth of the company as on March 31, 2014 was Rs. 920 crore (Rs. 608
crore) and the CRAR was 13.39%. Book value of company's share was Rs. 140 and the EPS was Rs. 25.44/-.
PNB Investment Services Ltd.
PNBISL is presently offering a basket of financial services such as Debt/Loan Syndication, Project Appraisal,
Financial Restructuring, Security Trustee services and Advisory to SME, Medium and Large Corporate
customer. The company is having its head office at Delhi and a branch at Mumbai. It also has its presence in
Chennai, Ahmedabad and Hyderabad through its representative offices. In view of the current market
scenario, the company is currently focusing on Corporate Debt Restructuring and Security Trustee
assignments. The Company has earned fee-based income of more than Rs 11.15 crore in the year FY'14.
PNB Insurance Broking Pvt. Ltd.
The Bank is holding majority stake in above company, jointly with Vijaya Bank, minor shareholder.
# PNB Insurance Broking Company is non-functional. The Broking licence has been surrendered and steps
are being initiated for winding-up of the Company.
DOMESTIC ASSOCIATES
The Bank has the following joint ventures:
1. Principal PNB Asset Management Company Pvt. Ltd.

2. Principal Trustee Company Pvt. Ltd.
3. PNB Metlife India Insurance Company Ltd.
INTERNATIONAL SUBSIDIARIES
Punjab National Bank (International) Limited (PNBIL)
During first nine months of the year 2013-14, total business of PNBIL has remained almost stagnant. It
stood at $2880 million in comparison to $2818 million as on 31st March 2014. Deposits increased to
$1380million (31.3.14:$ 1332 million), while advances increased to $1500 million (31.3.14: $1486
million). Net Profit increased to $10.96 million (notional tax of 21% has been considered to arrive at
NPAT) from $ 6.99 million, registering a growth of 56.80%. Offering basic banking products and
relationship banking continues to be the strong selling point for the Bank. The Indian Rupee (INR)
Remittance scheme of the Bank has stabilized and gained popularity among the ethnic population;
however the same is also affected during appreciation of rupee against GBP.
Druk PNB Bank Limited
The company is incorporated in Bhutan and PNB holds 51% stake in the company.
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DISCLOSURE DOCUMENT
JSC SB PNB Kazakhstan
The company is incorporated in Kazakhstan and PNB holds 84.375% stake in the company.
List of Associate Companies where PNB holds 20% or above stake
Domestic:
Sl. Name of Regional Rural Banks / Other Associates Proportion of ownership
1 Madhya Bihar Gramin Bank, Patna 35%
2 Sarva Haryana Gramin Bank, Rohtak 35%
3 Himachal Pradesh Gramin Bank, Mandi 35%
4 Punjab Gramin Bank, Kapurthala 35%
5 Sarva UP Gramin Bank, Meerut 35%
6 Principal PNB Asset Management Co. Pvt. Ltd. 21.38%
7 Principal Trustee Co. Pvt. Ltd. 30%
8 PNB Metlife India Insurance Company Ltd. 30%
REGIONAL RURAL BANKS
At present, there are five PNB sponsored RRBs, which are operating in five States, namely, Bihar, Haryana,
Himachal Pradesh, Punjab and Uttar Pradesh, together covering 74 districts with a network of 1927
branches. During FY'14, 187 new branches have been opened by RRBs.
The aggregate paid-up capital of these Regional Rural Banks stood at ₹ 199.31 crore. Central Government,
State Governments and PNB contributed towards paid-up capital of these RRBs in the ratio of 50: 15: 35
respectively. The Bank’s contribution towards capital of these RRBs stood at ₹ 69.76 crore. The combined
net worth of PNB sponsored RRBs as on 31st March 2014 stood at ₹ 2497 crore.
During FY’14, the aggregate business of all RRBs increased to ₹ 40561 crore showing a YoY growth
14.13%. The aggregate deposits and aggregate advances as on 31.03.2014 increased to ₹ 25607 crore
(YoY 11.43 %) and ₹ 14954 crore (YoY 19.06%).The Net profit of all sponsored RRBs as on
31.03.2014 increased to ₹ 258 crore (YoY 10.53%). However, the Net Profit of ₹ 258 crore excludes ₹
59.19 crore of erstwhile Gurgaon Gramin Bank (from 01.04.13 to 28.11.13). The gross NPA of the RRBs
has increased to ₹ 452 crore during FY’14.
Outside India:
Sl. Name of Associate Country of Proportion of
Incorporation ownership
1 Everest Bank Ltd. Nepal 20%
BRANCH NETWORK OF THE BANK
The population group wise break up of branches of the Bank is as under (as on December 31, 2014):
Population Group Number of Branches % Share to Total
Rural 2,521 39.35
Semi-Urban 1,541 24.05
Urban 1,336 20.85
Metro 1,009 15.75
Total 6,407 100.00
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Deposits (Rs. in crore)

Year ended 2009-10 2010-11 2011-12 2012-13 2013-14
1. Current 23717 26838 28472 29874 31499
Growth % yoy 26.06% 13.16% 6.09% 4.92% 5.44%
2. Savings 78133 93487 105657 123470 141373
Growth % yoy 24.72% 19.65% 13.02% 16.86% 14.50%
3. Fixed 147480 192574 245459 238216 278525
Growth % yoy 14.95% 30.58% 27.46% -2.95% 16.92%
Total Deposits 249330 312899 379588 391560 451397
Growth % yoy 18.86% 25.50% 21.31% 3.15% 15.28%
Advances (Rs. in crore)

Year ended 2009-10 2010-11 2011-12 2012-13 2013-14
Advances 186601 242107 293775 308725 349269
Annual Growth Amount 31898 55505 51668 14950 40544
Annual Growth (%) 20.62% 29.75% 21.34% 5.09% 13.13%
Non-Performing Assets (Rs. in crore)

As on March 31st 2010-11 2011-12 2012-13 2013-14
Gross NPA at the beginning of the year 3214 4379 8720 13466
Reduction during the year 3172 2331 3901 5396
Up-gradation 410 530 962 2611
Cash Recovery 938 1675 1942 1429
Write-off 1592 126 997 1355
Addition during the year 4337 6672 8647 10810
Gross NPA at the end of the year 4379 8720 13466 18880
DICGC & ECGC 43 79 125 119
Provision held 2297 4184 6103 8843
Net NPA at the end of the year 2039 4454 7237 9917
Gross NPAs to Gross Advances (%) 1.79 2.93 4.27 5.25
Net NPA to Net Advances (%) 0.85 1.52 2.35 2.85
Asset Classification (Rs. in crore)

Classification of assets as on 31.03.2011 31.03.2012 31.03.2013 31.03.2014
Standard Assets 239619 289173 301777 340766
Sub Standard Assets 2643 5409 6671 7268
Doubtful Assets 1398 2871 5400 10783
Loss Assets 338 440 1396 830
Gross NPAs 4379 8720 13466 18880
Gross Advances 243999 297893 315243 359646
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DISCLOSURE DOCUMENT
Capital Adequacy Position of the Bank (Rs. in crore)

31.03.2010 31.03.2011 31.03.2012 31.03.2013 31.03.2014
Total Capital 26764 30888 36853 41273 42928
Tier 1 Capital 17227 20979 27080 31664 33059
Tier 2 Capital 9536 9909 9773 9608 9867
Risk Weighted Assets 189025 248760 291919 324380 372548
CRAR (%) 14.16 12.42 12.63 12.72 11.52
TIER 1 (%) 9.11 8.44 9.28 9.76 8.87
TIER 2 (%) 5.05 3.98 3.35 2.96 2.65
*CRAR as per BASEL III as on 30.09.2014 is 11.79%
Key Accounting Ratios

For the Year 2009-10 2010-11 2011-12 2012-13 2013-14
Earnings per Share (EPS)(Rs) 123.86 140.60 154.02 139.52 93.91
Return on Net Worth (%) 24.59 22.13 18.52 15.19 9.69
Book Value per Share 514.77 632.48 777.35 884.03 952.50
Other Ratios
For the Year 2009-10 2010-11 2011-12 2012-13 2013-14
Net NPA to Net Advances ratio (%) 0.53 0.85 1.52 2.35 2.85
Net Interest Margin 3.57 3.96 3.84 3.52 3.44
Non-Interest Income/ Average 1.29 1.09 1.03 0.89 0.88
Working Fund (%)
Return on Assets (%) 1.44 1.34 1.19 1.00 0.64
Capital Adequacy Ratio (%) (Basel-II) 14.16 12.42 12.63 12.72 12.29
Tier I (%) 9.15 8.44 9.28 9.76 9.29
Tier II (%) 5.01 3.98 3.35 2.96 2.99
Credit/Deposit Ratio (%) (net) 74.84 77.38 77.39 78.84 77.38
Interest Spread (%) 3.03 3.55 3.27 3.13 3.10
Yield on Advances (%) 10.36 10.58 11.67 11.06 10.36
Yield on Investments (%) 6.73 7.05 7.57 7.89 7.85
Cost of Deposits (%) 5.38 5.24 6.59 6.82 6.33
Average cost of Funds (%) 4.76 4.57 5.62 5.70 5.20
Gross Profit per Employee (Rs. in lacs) 13.72 17.05 18.30 18.52 18.69
Net Profit per Employee (Rs. In lacs) 7.31 8.35 8.42 8.06 5.49
Business per Branch (Rs. In Crore) 87.17 104.75 116.03 116.84 126.10
Gross Profit per Branch (Rs. In lacs) 147.98 175.46 187.60 185.72 183.62
Business per Employee (Rs. In crs.) 8.08 10.18 11.32 11.65 12.83
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VII. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3 AUDITED
YEARS
(Rs. in crore)
Sl. Parameters HY FY FY FY
No. 30.09.2014 2013-14 2012-13 2011-12
1. Share Capital 362 362 354 339
2. Reserves & Surplus (excluding revaluation 36103 34125 32323 27476
reserves)
3. Net Worth 36465 34487 30640 25911
4. Deposits 473511 451397 391560 379588
5. Borrowings 37997 48034 39621 37264
6. Total Debt (4+5) 511508 499431 431181 416852
7. Advances 357093 349269 308725 293775
8. Investments 144577 143786 129896 122703
9. Net Fixed Assets 3401 3340 3300 3132
10. Interest Income 23051 43223 41893 36476
11. Interest Expense 14520 27077 27037 23062
12. Total Income 25846 47800 46109 40679
13. Total Expenditure (interest expenses + 19844 36416 35202 30064
operating expenses)
14. Operating Profit 6001 11384 10907 10614
15. Provisioning & Write-offs 4021 8042 6160 5730
16. Profit After Taxation (“PAT”) 1980 3343 4748 4884
17. Gross NPA to Gross Advances (%) 5.65 5.25 4.27 2.93
18. Net NPA to Net Advances (%) 3.26 2.85 2.35 1.52
19. Capital Adequacy Ratio (BASEL II) (%) 12.54 12.29 12.72 12.63
20. Tier I Capital Adequacy Ratio (BASEL II) (%) 9.12 9.29 9.76 9.28
21. Tier II Capital Adequacy Ratio (BASEL II) (%) 3.42 2.99 2.96 3.35
22. Return on Assets (%) 0.70 0.64 1.00 1.19
23. Earnings Per Share (Basic & Diluted) (in Rs.) 109.40 93.91 139.52 154.02
DEBT EQUITY RATIO OF THE ISSUER

(Rs. in crore)
Particulars Pre-Issue Post Issue of Bonds of
(as on September 30, 2014) Rs. 1,500 crore*
TOTAL DEBT
Subordinated Bonds 13,630.30 15,130.30
Other Long Term Borrowings 21,519.22 21,519.22
TOTAL 35,149.52 36,649.52
SHAREHOLDERS’ FUNDS^
Share Capital 362.07 362.07
Reserve & Surplus (excluding 36,103.00 36,103.00
Revaluation Reserve)
TOTAL 36,465.07 36,465.07
Gross Debt/ Equity Ratio 0.9639 1.0050
26
DISCLOSURE DOCUMENT
* after adding the current Bond issue of Rs. 1,500 crore to the figures of September 30, 2014.
^ Net worth of the Bank shall improve upon plough back of profits during the current financial year i.e.
2014-15 and therefore the debt equity ratio shall also stand improved as on date.
PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS
The funds being raised by the Bank through present issue of Bonds are not meant for financing any
particular project. The Bank shall utilise the proceeds of the Issue for its regular business activities and
other associated business objectives such as discharging existing debt obligations which were generally
undertaken for business operations.
VIII. BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY
REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL
STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS
HISTORY OF THE BANK AND MAJOR EVENTS
We were incorporated under the Indian Companies Act, 1882 (Act VI of 1882) in 1894 as Punjab National
Bank Limited and commenced operations on April 12, 1895 from Lahore. Upon nationalisation in 1969,
we were renamed Punjab National Bank.
1904-13
 The Bank expanded from Punjab to Karachi and Peshawar in 1904.
 In 1908, the Bank began its first dealings abroad by asking its Bombay branch to open an account in
London.
1914-1921
 In 1914, the Bank made a public issue of 5,000 shares.
 In 1919, the Bank took steps to establish an agency at London and an agency account with the
London City Midland Bank Ltd.
1922-1939
 In 1926, the Bank was admitted to the clearing house of Calcutta.
 In 1928, Bhagat Ishwar Das became the first ‘Chairman Emeritus’ of the Bank.
 In 1929, a system of continuous audit was introduced to prevent possibility of fraud and the
inspection of staff was strengthened.
1940-49
 In January 1940 the Bank made its first acquisition of Bhagwandas Bank Limited.
 On June 29, 1947 the registered office of the Bank was shifted from Lahore to New Delhi.
 In 1949, the Punjab National Bank Workmen’s Union came into existence.
1950- till date

 In 1952, Bharat Bank merged with us.
 In 1956, Indo Commercial Bank merged with us.
 In 1961, Universal Bank of India merged with the Bank.
 In 1969, 14 private banks including our Bank were nationalised.
 The first overseas branch of the Bank was opened in London in 1978 and closed in 1986 under
instructions from the RBI.
 In 1986, Hindustan Commercial Bank merged with the Bank.
 In 1993, New Bank of India merged with the Bank, which was the first ever merger of a nationalised
bank with another.
27
DISCLOSURE DOCUMENT
 In 2002, we had an initial public offering of shares of the Bank which resulted in the reduction of the
government’s shareholding in the Bank.
 In 2003, the erstwhile Nedungadi Bank, a Kerala based private bank, was amalgamated with the
Bank.
 In 2005, Bank came out with an Follow on Public Offer of 8 crore shares at a price of Rs. 390 per
share aggregating Rs. 3,120 crore, resulting in further reduction of Government shareholding to
57.80%
 During 2008-09 the bank achieved the landmark of becoming the largest Nationalised Bank to bring
all branches/Extension counters in to Core Banking Solution (CBS).
 The number of branches we operated grew from 619 at the time of nationalisation in 1969 to reach
6,201 by March 31, 2014 with ATM network of 6,940.
CAPITAL STRUCTURE (in Rs.)

Particulars As on 31.03.2014
A. Authorized Share Capital
3,000,000,000 Equity Shares of Rs. 10 each 30,00,00,00,000
B. Issued, Subscribed and Paid-Up Capital
362,069,926 Equity Shares of Rs.10 each fully paid-up 362,06,99,260
C. Share Premium Account 61,41,56,68,000
Note: In March 2002, the Bank had raised equity capital by way of public issue of 530,61,200 equity
shares of Rs. 10/- each at a price of Rs. 31/- each, aggregating to Rs. 164.49 crore. In March 2005 the
Bank raised additional equity capital by way of public issue of 800,00,000 equity shares of Rs 10/- each
at a price of Rs. 390/- each, aggregating to Rs. 3,120 crore. After the issue, the Government of India holds
57.87% of the equity capital of the Bank. During FY 2014, the Bank allotted 85,96,530 equity shares to
the Government of India. After the issue, the Government of India holds 58.87% of the equity capital of
the Bank.
The face value shares of the bank got splitted from Rs. 10/- to Rs. 2/- per share on 19.12.2014. Hence the
number of shares is after the split.
EQUITY SHARE CAPITAL HISTORY OF THE ISSUER
Date of No of Equity Face Issue Consi Nature of Cumulative Remarks

Allotment Shares Value Price derati Allotment No of Equity Equity
(Rs.) (Rs.) on equity Share Share
(Cash, shares Capital Premium
other (Rs. (Rs. cr.)
than cr.)
cash
etc)
28.03.2011 1509657 10/- 1218.82 Cash Preferential 316812157 316.81 2193.92
26.03.2012 15840607 10/- 1003.69 Cash Preferential 332652764 332.65 - LIC
30.03.2012 6525919 10/- 1003.69 Cash Preferential 339178683 339.18 4416.46 GOI
(22366526) Total
(Allotment to
LIC and GoI was
made on
different
dates). Share
premium as on
31.03.12 is
given
04.03.2013 14294713 10/- 873.05 Cash Preferential 353473396 353.47 5650.16
16.12.2013 8596530 10/- Cash Preferential 362069926 362.07
28
DISCLOSURE DOCUMENT
19.12.2014 1810349630 2/- Share - 1810349630 362.07

split
CHANGES IN CAPITAL STRUCTURE OF THE ISSUER FOR LAST FIVE YEARS
Particulars of change Financial Year Amount (Rs Crore) Date of change

Increase in capital 2008-09 Nil Nil
Increase in capital 2009-10 Nil Nil
Increase in capital 2010-11 1.51 (316.81) 28.03.2011
Increase in capital 2011-12 22.37 (339.18) 26.03.2012 and 30.03.2012
DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR
NIL
DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR
NIL
SHAREHOLDING PATTERN (as on 30-Sept-2014)

Sl. Category of Shareholder No of Total No of Total Shareholding as a %
No. Shareholders Shares of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
1 Indian
(a) Central Government /State 1 213168119 58.87
Government(s)
Sub Total 1 213168119 58.87
2 Foreign
Total shareholding of Promoter 1 213168119 58.87
and Promoter Group (A)
(B) Public Shareholding
1 Institutions
(a) Mutual Funds/ UTI 170 20106528 5.55
(b) Financial Institutions/ Banks 20 366703 0.10
(c) Central Govt/State Govt. 1 61960 0.02
(d) Insurance Companies 100 50536477 13.96
(e) Foreign Institutional Investors 187 62843920 17.36
(f) FFI/Banks 1 2227 0.00
Sub Total 479 133917815 36.99
2 Non-Institutions
(a) Bodies Corporate 1673 1611810 0.45
(b) Individuals
Individual shareholders 3.29
holding nominal share capital 190975 11918629
up to Rs. 1 lakh
Individual shareholders 0.16
holding nominal share capital 21 578277
in excess of Rs. 1 lakh
(c) Any Others (specify)
(i) Non Resident Indians 804 62714 0.02
(ii) Overseas Corporate Bodies 1 943 0.00
29
DISCLOSURE DOCUMENT
(iii) Trusts 41 271635 0.08

(iv) Clearing Members 229 345643 0.10
Foreign Nationals 1 66 0.00
HUF 2661 194275 0.05
Sub Total 3737 875276 0.24
Total Public Shareholding 196885 148901807 41.13
(B)
Total (A) + (B) 196886 362069926 100.00
(C) Shares held by Custodians and 0 0 0
against which Depository
Receipts have been issued
TOP 10 SHAREHOLDERS
The Government of India through Ministry of Finance holds 58.87% of the equity capital of the Bank. The
details of Top 10 shareholders of the Bank (as on 31.12.2014) are as under:
Sl. Name of shareholder No. of shares Held % shareholding

1 President of India 1065840595 58.87
2 Life Insurance Corporation of India 201831926 11.15
3 Lazard Asset Management LLC A/c Lazard 68819120 3.80
Emerging Markets Portfolio
4 HDFC Trustee Co. Ltd. A/c HDFC Capital-Protection 41486651 2.29
Oriented Fund-SR III-1207D-Dec-14(25)
5 ICICI Prudential Nifty ETF (21) 21637446 1.20
6 Swiss Finance Corporation (Mauritius) Ltd. 17152440 0.95
7 Morgan Stanley Asia (Singapore) Pte. 13142085 0.73
8 Copthall Mauritius Investment Limited 11548975 0.64
9 Franklin Templeton Investment Funds 10889780 0.60
10 Goldman Sachs Investments (Mauritius) I Ltd. 9950315 0.55
PROMOTER HOLDING IN THE ISSUER
Sr. Name of Total no. of Total No. of % of equity

No. shareholder equity shareholding as a equity shares pledged
shares held* %age of total no. shares with respect to
of equity shares pledged shares owned
1 President of 1065840595 58.87% Nil N/A
India
* The face value shares of the Bank got splitted from Rs10/ to Rs2/- per share on 19.12.2014. Hence the
number of shares is after the split.
BORROWINGS
The borrowings of Bank as on September 30, 2014 stood as under: (Rs. in crore)
Particulars of Borrowings Amount outstanding
Borrowing in India
Borrowings from Other Banks 2,166.07
Borrowings from Other Institutions and Agencies 681.52
Unsecured Redeemable Bonds 13,630.30
Sub Total 16,477.89
Borrowings Outside India 21,519.22
Grand Total 37,997.11
Besides the above, the Bank has raised unsecured subordinated bonds, details of which are as under:
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DISCLOSURE DOCUMENT
1. PRIVATE PLACEMENT OF BONDS
The Bank has raised Tier I / Tier II capital by way of private placement of Unsecured Non-Convertible
Bonds in the nature of promissory notes/ debentures to augment capital adequacy, details of which are as
under:
Series Date of Amount Tenor Coupon Redemption Date

Allotment (Rs. cr.) (months) (%)
Lower Tier-II Bonds:
Series XI 16.06.2006 884.80 118 8.45 April 16, 2016
Series XII 16.08.2006 115.00 116 9.15 April 16, 2016
Series XIII 08.09.2006 500.00 115 8.95 April 08, 2016
Upper Tier-II Bonds:
Upper Tier II Series I* 06.12.2006 500.00 180 8.80 December 06, 2021
Upper Tier II Series II* 12.12.2007 500.00 180 9.35 December 12, 2022
Upper Tier II Series III* 05.03.2008 510.00 180 9.35 March 05, 2023
Upper Tier II Series IV* 27.03.2008 600.00 180 9.45 March 27, 2023
Upper Tier II Series V* 29.09.2008 500.00 180 10.85 September 29, 2023
Upper Tier II Series VI* 22.12.2008 500.00 180 8.95 December 22, 2023
Upper Tier II Series VII* 18.02.2009 1000.00 180 9.15 Feb 18, 2024
Upper Tier II Series VIII* 21.04.2009 500.00 180 8.80 April 21, 2024
Upper Tier II Series IX* 04.06.2009 500.00 180 8.37 June 4,2024
Upper Tier II Series X* 09.09.2009 500.00 180 8.60 September 09, 2024
Upper Tier II Series XI* 27.11.2009 500.00 180 8.60 November 27, 2024
Upper Tier II Series XII* 24.05.2010 500.00 180 8.50 May 24, 2025
Basel III Bonds:
Tier II Series XIV# 24.02.2014 1000.00 120 9.65 February 24,2024
Tier II Series XV^ 28.03.2014 500.00 120 9.68 March 28,2024
Tier II Series XVI^ 03.04.2014 500.00 120 9.68 April 3, 2024
Tier II Series XVII^ 09.09.2014 500.00 120 9.35 September 9, 2024
Tier II Series XVIII^ 30.09.2014 1000.00 120 9.25 September 30, 2024
IPDI Bonds:
Tier I Perpetual Bond 20.07.2007 500.00 Perpetual 10.40 Perpetual
Series I**
Series II**
Series III**
Series IV**
Series V**
Series VI**
Note: The Bank has redeemed Series I to Series X and NBL 2000 on the due dates;
# These bonds include option of either temporary or permanent write-down (at the option of RBI) on
occurrence of a PONV breach event under the RBI Basel III Guidelines;
^ These bonds include option of permanent write-off (at the option of RBI) on occurrence of a PONV breach
event under RBI Basel III Guidelines;
* bonds have call option after 10 years and coupon will go up by 0.50% after 10 years if bonds are not
called back;
31
DISCLOSURE DOCUMENT
** Bonds have call option after 10 years and thereafter on each coupon date. Coupon rate will go up by
0.50% after 10 years if bonds are not called back.
2. CERTIFICATE OF DEPOSITS ISSUED BY THE ISSUER AS ON JANUARY 14, 2015
Sl. Amount Rate of Interest Issue Date Tenure Due Date

(Rs. in cr.) (days)
1 250 9.25% 1/23/2014 8 1/22/2015
2 475 9.70% 1/3/2014 47 3/2/2015
3 225 9.71% 1/3/2014 47 3/2/2015
4 430 9.80% 3/4/2014 182 3/2/2015
5 100 9.78% 3/7/2014 182 3/2/2015
6 250 9.71% 3/10/2014 182 3/2/2015
7 100 9.80% 3/10/2014 182 3/2/2015
8 425 9.78% 3/10/2014 182 3/2/2015
9 200 9.73% 3/10/2014 182 3/2/2015
10 200 9.72% 3/10/2014 182 3/2/2015
11 200 9.70% 3/10/2014 182 3/2/2015
12 100 9.78% 3/11/2014 182 3/2/2015
13 150 9.70% 3/11/2014 182 3/2/2015
14 200 9.68% 3/11/2014 182 3/2/2015
15 35 9.58% 3/11/2014 182 3/2/2015
16 100 9.60% 3/11/2014 182 3/2/2015
17 100 9.35% 3/21/2014 182 3/2/2015
18 200 8.85% 6/4/2014 182 3/2/2015
19 175 8.75% 6/5/2014 182 3/2/2015
20 150 8.75% 6/9/2014 186 3/6/2015
21 300 9.65% 3/12/2014 191 3/11/2015
22 80 9.53% 3/12/2014 191 3/11/2015
23 100 9.60% 3/13/2014 191 3/11/2015
24 70 9.50% 3/13/2014 191 3/11/2015
25 50 9.53% 3/13/2014 191 3/11/2015
26 450 9.60% 3/14/2014 191 3/11/2015
27 25 9.58% 3/14/2014 191 3/11/2015
28 100 9.53% 3/14/2014 191 3/11/2015
29 485 9.50% 3/14/2014 191 3/11/2015
30 300 9.50% 3/18/2014 191 3/11/2015
31 100 9.48% 3/18/2014 191 3/11/2015
32 100 9.38% 3/20/2014 191 3/11/2015
33 100 9.48% 3/18/2014 193 3/17/2014
34 355 9.53% 3/18/2014 197 3/13/2015
35 200 9.50% 3/18/2014 197 3/17/2015
36 340 9.48% 3/18/2014 197 3/17/2015
37 50 9.45% 3/18/2014 197 3/17/2015
38 225 9.45% 3/19/2014 197 3/17/2015
39 75 9.44% 3/19/2014 197 3/17/2015
40 25 9.40% 3/19/2014 197 3/17/2015
41 100 9.35% 3/24/2014 203 3/23/2015
42 60 9.30% 3/24/2014 203 3/23/2015
43 100 9.25% 3/24/2014 203 3/23/2015
44 100 9.20% 3/26/2014 203 3/23/2015
45 125 9.45% 3/25/2014 204 3/24/2015
46 100 9.40% 3/25/2014 204 3/24/2015
32
DISCLOSURE DOCUMENT
47 57.8 9.25% 3/25/2014 204 3/24/2015

48 200 9.30% 3/26/2014 204 3/24/2015
49 25 9.20% 3/26/2014 204 3/24/2015
50 32 9.25% 3/26/2014 204 3/24/2015
51 25 9.10% 3/26/2014 204 3/24/2015
52 100 9.30% 3/27/2014 204 3/24/2015
53 35 9.10% 3/27/2014 204 3/24/2015
54 165 9.10% 3/27/2014 206 3/26/2015
55 140 9.16% 3/27/2014 206 3/26/2015
56 45 9.10% 3/28/2014 206 3/26/2015
57 90 9.15% 4/17/2014 226 4/15/2015
58 25 9.15% 4/21/2014 226 4/15/2015
59 300 9.00% 6/3/2014 217 4/6/2015
60 75 8.96% 6/3/2014 217 4/6/2015
61 75 9.00% 6/3/2014 231 4/20/2015
62 64 9.15% 5/13/2014 253 5/12/2015
63 275 9.1050% 5/20/2014 261 5/20/2015
64 300 9.10% 5/20/2014 261 5/20/2015
65 25 9.08% 5/20/2014 261 5/20/2015
66 300 9.04% 5/22/2014 263 5/22/2015
67 280 9.00% 5/23/2014 263 5/22/2015
68 125 9.00% 5/26/2014 263 5/22/2015
69 725 8.95% 6/5/2014 276 6/4/2015
70 75 8.88% 6/11/2014 276 6/4/2015
71 100 8.90% 6/27/2014 276 6/4/2015
72 125 9.06% 8/19/2014 276 6/4/2015
73 150 9.00% 9/22/2014 250 6/4/2015
74 500 8.89% 6/11/2014 282 6/10/2015
75 75 8.90% 6/27/2014 298 6/26/2015
76 250 9.02% 7/31/2014 332 7/30/2015
TOP 10 BONDHOLDERS* (as on 09th January 2015)
Sl. Name of bondholder Total face value %age

amount of bonds holding
held (Rs. in crore) (%)
1. Life Insurance Corporation of India 4601.90 34.04
2. Central Board of Trustees – Employees Provident 4407.10 32.60
Fund Organization
3. State Bank Of India Employees Pension Fund 505.00 3.73
4. Punjab National Bank Employees Pension Fund 302.00 2.23
5. ONGC Self Contributory Post Retirement And Death 163.50 1.21
In Service Super Annuation Benefit Trust
6. Oil And Natural Gas Corporation Limited 137.10 1.01
Employees Contributory Provident Fund
7. Coal Mines Provident Fund Organization 110.00 0.81
8. Punjab National Bank Employees Gratuity Fund 95.00 0.70
9. Madhya Bihar Gramin Bank 80.00 0.59
10. Provident Fund of Tata Steel Limited 70.90 0.52
Total 10472.50 77.44
* Top 10 holders’ of bonds have been shown on a cumulative basis for all outstanding bonds.
33
DISCLOSURE DOCUMENT
AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF VARIOUS COUNTER

PARTIES INCLUDING ITS SUBSIDIARIES, JOINT VENTURE ENTITIES, GROUP COMPANIES ETC.
The Bank has not issued any corporate guarantee in favour of any counterparty including its joint venture
entities, group companies etc.
OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY CONVERTIBLE BONDS
(“FCCBs”), OPTIONALLY CONVERTIBLE BONDS/ DEBENTURES/ PREFERENCE SHARES)
The Bank has not issued any hybrid debt like Foreign Currency Convertible Bonds (“FCCBs”), Optionally
Convertible Bonds/ Debentures (“OCBs”)/ Preference Shares etc.
PARTICULARS OF DEBT SECURITIES ISSUED (I) FOR CONSIDERATION OTHER THAN CASH,
WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN
OPTION
The Bank hereby confirms that it has not issued any debt securities or agreed to issue any debt securities
for consideration other than cash, whether in whole or in part, at a premium or discount or in pursuance of
an option since inception.
SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS
The Bank hereby confirms that:
a) The main constituents of Bank’s borrowings have been in the form of borrowings from RBI, inter-
bank borrowings, call money borrowings, term money borrowings, savings bank deposits, current
account deposits, term deposits, subordinated bonds, certificate of deposits etc.
b) The Bank has been servicing all its principal and interest liabilities on time and there has been no
instance of delay or default since inception.
c) The Bank has neither defaulted in repayment/ redemption of any of its borrowings nor affected any
kind of roll over against any of its borrowings in the past.
IX. AUDITED STANDALONE & CONSOLIDATED FINANCIAL INFORMATION OF THE ISSUER
Standalone Statement of Profit & Loss (Rs. in crore)

Sl. Particulars Year ended Year ended Year ended
March 31,2012 March 31,2013 March 31,2014
I INCOME
Interest Earned 36476.13 41885.82 43223.25
Other Income 4202.60 4223.43 4576.71
TOTAL 40678.73 46109.25 47799.96
II EXPENDITURE
Interest Expended 23061.69 27036.82 27077.28
Operating Expenses 7002.75 8165.05 9338.23
Provisions and Contingencies 5730.09 6159.70 8041.88
TOTAL 35794.53 41361.58 44457.39
III PROFIT
Net Profit for the period 4884.20 4747.67 3342.57
Available for Appropriation 4884.20 4747.67 3342.57
IV Appropriations
Statutory Reserve 1221.05 1186.92 835.64
Capital Reserve 33.02 30.35 46.58
34
DISCLOSURE DOCUMENT
Revenue and Other Reserves 2634.52 2310.89 1809.61

Dividend proposed for the year 746.19 954.38 0.00
Interim Dividend @ 100% of paid up 0.00 362.06
Capital
Tax on Dividend proposed for the year 121.05 162.20 61.53
Add Balance Transferred from -7.88 -3.06 -2.86
provision for Tax on Dividend
Special Reserve u/s 36(1) 136.25 106.00 230.00
Balance in Profit & Loss Account 0.00 0.00
TOTAL 4884.20 4747.67 3342.57
Basic & Diluted Earnings per Share (in 154.02 139.52 93.91
Rs.) (Nominal value per share Rs. 10)
Consolidated Statement of Profit & Loss (Rs. in crore)

March 31,2012 March 31,2013 March 31,2014
I INCOME
Interest Earned 37495.40 43070.60 44958.09
Other Income 4239.51 4309.55 4710.34
TOTAL 41734.91 47380.15 49668.43
II EXPENDITURE
Interest Expended 23789.49 27802.43 28220.27
Operating Expenses 7121.91 8337.30 9581.49
Provisions and Contingencies 5848.70 6313.17 8332.06
TOTAL 36760.10 42452.90 46133.82
Consolidated Net Profit for the year 4974.81 4927.25 3534.61
of the parent & subsidiaries before
Minority interest
Less : Minority Interest 27.03 65.39 56.83
of the parent & subsidiaries after
Minority interest
Shares of earnings in Associates (net) 77.68 92.36 139.29
attributable to the group
Add: Brought forward consolidated 452.25 463.47 542.67
profit attributable to the group
Add: Transfer from Capital Reserve 0.00 0.00 0.00
Profit available for Appropriation 5477.71 5417.70 4159.74
APPROPRIATIONS
Transfer to Reserve (Net)
Statutory reserve 1291.81 1218.17 875.22
Capital reserve Others 33.43 41.41 58.42
Investment Fluctuation Reserve 0.00 0.00 0.00
Other reserve 2688.16 2370.89 1878.56
Special Reserve 151.45 106.00 236.80
Dividend Including Dividend Tax
Proposed Dividend 868.78 1108.40 42.05
Interim Dividend 0.00 0.00 420.73
Balance Carried over to consolidated 444.06 572.82 647.96
Balance Sheet
Total 5477.71 5417.70 4159.74
Earning per Share Non Annualised 148.17 140.17 101.62
35
DISCLOSURE DOCUMENT
(in Rs.) (Nominal value per share Rs.

10)
Standalone Balance Sheet (Rs. in crore)

Particulars As on As on As on
March31,2012 March31,2013 March31,2014
CAPITAL & LIABILITIES
Capital 339.18 353.47 362.07
Reserves and Surplus 27476.24 32323.43 35533.25
Deposits 379588.48 391560.06 451396.75
Borrowings 37264.27 39620.92 48034.40
Other Liabilities and Provisions 13524.18 15089.84 15093.44
TOTAL 458192.35 478947.72 550419.91
ASSETS
Cash and Balances with Reserve Bank of India 18492.90 17886.25 22245.58
Balances with Banks and Money at Call and 10335.14 9249.13 22972.87
Short Notice
Investments 122703.02 129896.19 143785.50
Advances 293774.76 308795.90 349269.12
Fixed Assets 3168.86 3357.67 3419.74
Other Assets 9717.67 9762.58 8727.10
TOTAL 458192.35 478947.72 550419.91
Contingent Liabilities 208036.65 214279.12 216274.48
Bills for Collection 16713.41 17531.43 20325.97
Consolidated Balance Sheet (Rs. in crore)

Particulars As on As on As on
CAPITAL & LIABILITIES
Capital 339.18 353.47 362.07
Reserves and Surplus 28864.66 34115.56 37731.15
Minority Interest 331.42 366.28 423.11
Deposits 384408.22 399000.16 461203.53
Borrowings 42645.42 47089.98 59033.31
Other Liabilities and Provisions 13856.49 15722.36 16067.31
TOTAL 470445.39 496647.81 574820.48
ASSETS
Cash and Balances with Reserve Bank of 18507.64 17929.51 22406.14
India
Balances with Banks and Money at Call and 11612.25 10203.52 24459.85
Short Notice
Investments 125819.89 134733.99 149224.70
Loans & Advances 301346.52 320289.14 366073.21
Fixed Assets 3217.14 3422.36 3490.44
Other Assets 9941.95 10069.27 9166.14
TOTAL 470445.39 496647.79 574820.48
Contingent Liabilities 212421.74 218910.71 221673.88
Bills for Collection 16322.79 17531.43 20325.97
Standalone Cash Flows Statement (Rs. in crore)
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DISCLOSURE DOCUMENT
Sl. Particulars As on As on As on
A Cash flow from operating
activities:
Net Profit after Tax 48842044 47476714 33425702
Add: Provision for Tax (net of 21528377 17740908 13479383
deferred tax)
Profit Before Taxes (i) 70370421 65217622 46905085
(ii) Adjustment for
Depreciation Charges (Gross) / Fixed 3134902 3391776 3730620
Assets
Less: Amount drawn from -212301 -206733 -206732
Revaluation Reserve
Provision for NPAs, Floating 23977073 33363928 45170850
provision towards NPAs and Bad
Debts Write off
Provision on standard assets & 8480650 8742507 13740086
Standard Restructured Accounts
Other Provisions (net) 923482 1446301 688614
Depreciation/(Release),Write off, 2391278 303350 7827594
Provision on Investment(net)
Dividend from subsidiary/ Other -261147 -170170 -284619
(Investing activity)
Interest on Bonds (financing activity) 9944703 9674516 9394313
Profit/Loss on sale of Fixed asset -42495 -25900 -46882

(net)
(ii) 48336145 56519575 80013844
Operating Profit before change in 118706566 121737197 126918929
operating assets and liabilities
(i+ii)
iii) Adjustment for net change in
operating Assets and liabilities
Decrease/(Increase) in Investment -275617895 -70776901 -144396456
Decrease/(Increase) in advances -540711883 -183575423 -449903020
Decrease/(Increase) in other Assets -12941742 -4718180 12396720
Increase/(Decrease) in Deposits 666897526 119715842 598366832
Increase/(Decrease) in Borrowings 56745800 26516541 76784853
Increase/(Decrease) in Other 2664192 -12850398 -26782752
Liabilities & Provisions
(iii) -102964002 -125688519 66466177
Cash generated from Operations 15742564 -3951322 193385106
(i+ii+iii)
Tax Paid (net of refund) -23854735 -14915808 -16093908
Net cash from operating activities (A) -8112171 -18867130 177291198
B Cash flow from investing activities:
Purchase of Fixed assets( Net of sale) -3725057 -5254039 -4304404
Dividend received from 261147 170170 284619
Subsidiaries/JVs/RRBs
Investment in Subsidiaries/JVs/RRBs -1459499 -1424613 -2324240
Net cash used in investing activities -4923409 -6508482 -6344025
(B)
C Cash flow from financing activities:
37
DISCLOSURE DOCUMENT
Share Capital (incl. share premium) 22449056 12480001 4999999

Bonds (Tier I & Tier II) Issued/ 0.00 -2950000 7350000
Redemption
Interest paid on Bonds -9944703 -9674516 -9394313
Payments of dividends/ Corporate -8100554 8593618 6927770
Tax on Dividend
Net cash from financing activities (C) 4403799 8449103 9883456
D Net change in cash &cash -8631781 -16926509 180830629
equivalents (A)+(B)+(C)
Cash and cash equivalents as at the
Beginning of they are
Cash and Balance with Reserve bank 237768960 184928960 178862497
of India
Balance with Banks & Money at call & 59143156 103351375 92491329
short notice
296912116 288280335 271353826
end of the year
Cash and Balance with Reserve bank 184928960 178862497 222455799
of India
Balance with Banks & Money at call & 103351375 92491329 229728656
short notice
288280335 271353826 452184455
Total -8631781 -16926509 180830629
Consolidated Cash Flows Statement (Rs, in crore)

A Cash flow from (used in) operating activities:
Net Profit after Tax 4974.81 4927.24 3534.62
Add: Share of earning in Associate 77.68 92.36 139.29
Net Profit before Minority interest 5052.49 5019.60 3673.91
Add: Provision for Tax (Net of 2196.48 1859.23 1434.84
Deferred Tax) (i)
Profit before Tax 7248.97 6878.83 5108.75
(ii) Adjustment for
Depreciation Charges (Gross)/ Fixed 323.00 356.19 387.30
Assets
Less: Amount drawn from -21.23 -20.67 -20.67
Revaluation Reserve
Provision for NPAs, Floating 2932.51 3370.15 4627.08
provision towards NPAs and Bad
Debts Write off
Provision on standard assets & 848.63 884.05 1420.03
Standard Restructured Accounts
Other Provisions (net) 92.35 57.72 144.06
Depreciation/ (Release),Write off, 235.09 25.74 710.17
Provision on Investment (net)
Dividend from Subsidiary/ Other 0.00 0.00 0.00
(Investing activity)
Interest on Bonds (financing 994.47 967.45 939.43
Activity)
Profit/Loss on sale of Fixed asset -4.35 -2.68 -4.28
38
DISCLOSURE DOCUMENT
(net)
ii) 5400.47 5637.95 8202.58
Operating Profit before Change in 12649.44 12516.78 13311.33
Operating assets and liabilities (i+ii)
iii) Adjustment for net change in
operating Assets and liabilities
Decrease/(Increase) in Investment -28632.10 -8898.13 15328.76
Decrease/(Increase) in advances -56844.25 -22312.78 -50411.15
Decrease/(Increase) in other Assets -1401.90 -383.48 1089.06
Increase/(Decrease) in Deposits 68176.30 14591.95 62203.36
Increase/(Decrease) in Borrowings 7992.53 4676.83 8031.27
Increase/(Decrease) in Other 516.14 719.43 -263.74
Liabilities & Provisions
(iii) -10193.28 -11606.18 5320.04
Cash generated from Operations 2456.16 910.60 18631.37
(i+ii+iii)
Tax Paid (net of refund) -2481.24 -1603.07 -1725.28
Net cash used in operating activities -25.08 -692.47 16906.09
(A)
B Cash flow from investing activities:
Purchase of Fixed Assets (Net of sale) -385.31 -558.73 -429.88
Dividend received from Subsidiaries/ 0.00 0.00 0.00
JVs/RRBs
Investment in Subsidiaries/ JVs/ -11.73 -41.71 127.88
RRBs
Other Investment 0.00 0.00 0.00
Net cash used in investing -397.04 -600.44 -302.00
activities (B)
C Cash flow from financing activities:
Issue of Share Capital (Incl. Share 2224.94 1374.60 643.30
Premium)
Bonds (Tier I & Tier II) Issued/ 14.39 -232.32 3912.09
Redemption
Interest paid on Bonds ( Tier I & II) -994.47 -967.45 -939.43
Payments of dividends (Inclusive -814.15 -868.78 -1487.09
Tax on Dividend)
Net cash used in financing 450.71 -693.95 2128.87
activities (C)
D Net change in cash & cash 28.59 -1986.86 18732.96
equivalents (A)+(B)+(C)
Beginning of the year
Cash and Balance with Reserve bank 23791.19 18507.64 17929.51
of India
Balance with Banks & Money at call 6300.11 11612.25 10203.52
& short notice
30091.30 30119.89 28133.03
Cash and cash equivalents as at
the end of they are
Cash and Balance with Reserve bank 18507.64 17929.51 22406.14
of India
Balance with Banks & Money at call 11612.25 10203.52 24459.85
& short notice
39
DISCLOSURE DOCUMENT
30119.89 28133.03 46865.99

Total 28.59 -1986.86 18732.96
X. LIMITED REVIEW QUARTERLY STANDALONE FINANCIAL INFORMATION OF THE ISSUER AS OF

SEPTEMBER 30, 2014
(Rs. in crores)
Sl. Particulars Quarter Ended Year Ended
30.09.2014 30.09.2013 31.03.2014
Reviewed Reviewed Audited
1. Interest Earned (a+b+c+d ) 11,462.09 10,733.51 43,223.25
a) Interest/discount on advances/bills 8,654.17 8,022.84 32,393.09
b) Income on Investments 2,609.20 2,568.30 10,265.83
c) Interest on Balances with RBI & 137.33 100.90 362.24
other Inter Bank Funds
d) Others 61.39 41.47 202.09
2. Other Income 1,558.37 899.33 4,576.71
3. TOTAL INCOME (1+2) 13,020.46 11,632.84 47,799.96
4. Interest Expended 7,310.89 6,717.97 27,077.28
5. Operating Expenses (i+ii) 2,833.54 2,380.03 9,338.23
(i) Employees' Cost 2,034.08 1,658.70 6,510.45
(ii) Other operating expenses 799.46 721.33 2,827.78
6. TOTAL EXPENSES (4+5) 10,144.43 9,098.00 36,415.51
(excluding provisions & contingencies)
7. Operating Profit (3-6) 2,876.03 2,534.84 11,384.45
(Profit before Provisions &
Contingencies)
8. Provisions (other than tax) and 1,767.93 1,898.73 6,693.94
contingencies
9. Exceptional items 0 0 0
10. Profit (+)/Loss (-) from ordinary 1,108.10 636.11 4,690.51
activities before tax (7-8-9)
11. Tax Expense 532.76 130.62 1,347.94
12. Net Profit (+)/Loss(-) from ordinary 575.34 505.49 3,342.57
activities after tax (10-11)
13. Extraordinary items (net of tax 0 0 0
expense)
14. Net Profit (+)/Loss(-) for the period 575.34 505.49 3,342.57
(12-13)
15. Paid up equity Share Capital (Face 362.07 353.47 362.07
value Rs. 10/-)
16. Reserves excluding revaluation 34,125.07 30,894.58 34,125.07
reserves (as per Balance Sheet of
previous year)
17. Analytical Ratios
(i) Shareholding of Govt. of India (%) 58.87 57.87 58.87
(ii) (a) Capital Adequacy Ratio (%) as 12.54 12.32 12.28
per Basel-II
(ii) (b) Capital Adequacy Ratio (%) as 11.79 11.62 11.52
per Basel-III
(iii) Earnings per Share (EPS) not
annualized in Rs.
(a) Basic & diluted EPS before 15.89 14.30 93.91
40
DISCLOSURE DOCUMENT
extraordinary items
(b) Basic & diluted EPS after 15.89 14.30 93.91
extraordinary items
(iv) NPA Ratios
(a) Amount of gross non-performing 20,751.89 16,526.26 18,880.06
assets
(b) Amount of net non-performing 11,617.77 9,609.02 9,916.99
assets
(c) % of gross NPAs 5.65 5.14 5.25
(d) % of net NPAs 3.26 3.07 2.85
(v) Return on Assets (annualised) % 0.40 0.40 0.64
18. Public Shareholding
(i) No. of Shares 14,89,01,807 14,89,01,807 14,89,01,807
(ii) Percentage of Share holding 41.13 42.13 41.13
19. Promoters and Promoter Group Share
Holding
a) Pledged/Encumbered
Number of shares Nil Nil Nil
Percentage of shares (as % of the Nil Nil Nil
total shareholding of promoter &
promoter group)
Percentage of shares (as % of the total Nil Nil Nil
share capital of the Bank)
b) Non-Encumbered
Number of shares 21,31,68,119 20,45,71,589 21,31,68,119
Percentage of shares (as % of the total 100 100 100
shareholding of promoter & promoter
group)
Percentage of shares (as % of the total 58.87 57.87 58.87
share capital of the Bank)
DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR
Type of Event Date of Announcement Date of Completion Details

None None None None
XI. ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE

FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST
THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES,
CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE
ISSUE OR THE INVESTOR’S DECISION TO INVEST/ CONTINUE TO INVEST IN THE DEBT
SECURITIES
The Bank hereby confirms that there has been no material event, development or change having implications
on the financials/credit quality of the Bank (e.g. any material regulatory proceedings against the Bank/
promoters of the Bank, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the
time of Issue which may affect the Issue or the investor’s decision to invest/continue to invest in the debt
securities of the Bank.
XII. THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT
TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR
HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL
COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES.
41
DISCLOSURE DOCUMENT
In accordance with the provisions of (i) Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008; (ii)
Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012
issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012; (iii) Securities and Exchange
Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no.
LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, as amended and (iv) Securities and Exchange Board of
India (Debenture Trustees) Regulations, 1993, the Issuer has appointed IDBI Trusteeship Services Ltd. to act as
Debenture Trustee (“Trustees”) for and on behalf of the holder(s) of the Bonds. The address and contact details
of the Debenture Trustee are as under:
Name : IDBI Trusteeship Services Ltd.

Address : Asian Building, Ground Floor, 17, R Kamani Marg,
Ballard Estate, Mumbai – 400001.
Tel. No. : +91-22-40807000
Fax No. : +91-22-66311776 / 40807080
E-mail id : [email protected]
The Bank hereby undertakes that a Debenture Trustee Agreement shall be executed by it in favour of the
Debenture Trustee within the time permissible under applicable laws. The Debenture Trustee Agreement
shall contain such clauses as may be prescribed under Schedule IV of the Securities and Exchange Board of
India (Debenture Trustees) Regulations, 1993. Further, the Debenture Trustee Agreement shall not contain a
clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Debenture
Trustee or the Bank in relation to any rights or interests of the holder(s) of the Bonds, (ii) limiting or
restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992);
Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended;
Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012
and circulars, regulations or guidelines issued by SEBI and (iii) indemnifying the Debenture Trustee or the
Bank for loss or damage caused by their act of negligence or commission or omission.
The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to
the Debenture Trustee or any of their agents or authorized officials to do all such acts, deeds, matters and
things in respect of or relating to the Bonds as the Debenture Trustee may in their absolute discretion deem
necessary or require to be done in the interest of the holder(s) of the Bonds. Any payment made by the Bank
to the Debenture Trustee on behalf of the Bondholder(s) shall discharge the Bank pro tanto to the
Bondholder(s). The Debenture Trustee shall protect the interest of the Bondholders in the event of default by
the Bank in regard to timely payment of interest and repayment of Call Option Price, if applicable, and shall
take necessary action at the cost of the Bank. No Bondholder shall be entitled to proceed directly against the
Bank unless the Debenture Trustee, having become so bound to proceed, fail to do so.
The Debenture Trustee shall perform its duties and obligations and exercise its rights and discretions, in
keeping with the trust reposed in the Debenture Trustee by the holder(s) of the Bonds and shall further
conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of Section
20 of the Indian Trusts Act, 1882, shall not be applicable to the Debenture Trustee. The Debenture Trustee
shall carry out its duties and perform its functions as required to discharge its obligations under the terms of
SEBI Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the
Debenture Trustee Agreement, Disclosure Document and all other related transaction documents, with due
care, diligence and loyalty.
The Debenture Trustee shall be vested with the requisite powers for protecting the interest of the
Bondholders. The Debenture Trustee shall ensure disclosure of all material events on an ongoing basis.
The Bank shall, till the redemption of Bonds (consequent to exercise of Call Option), submit its latest audited/
limited review half yearly consolidated and standalone financial information such as Statement of Profit &
Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Debenture Trustee
within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.
42
DISCLOSURE DOCUMENT
SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended. Besides, the Bank shall within 180 days
from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the
Debenture Trustee shall be obliged to share the details so submitted with all Qualified Institutional Buyers
(“QIBs”) and other existing Bondholders within two working days of their specific request.
Besides, it shall be the duty of the Debenture Trustee to:
a. satisfy himself that the Disclosure Document does not contain any matter which is inconsistent with
the terms of the Issue of Bonds or with the Debenture Trustee Agreement;
b. satisfy himself that the covenants in the Debenture Trustee Agreement are not prejudicial to the
interest of the Bondholders;
c. call for periodical status or performance reports from the Bank;
d. communicate promptly to the Bondholders about default, if any, with regard to payment of interest/
coupon or Call Option Price and action taken by the Debenture Trustee therefor;
e. appoint a nominee director on the board of directors of the Bank in the event of:
(i) two consecutive defaults in payment of interest/ coupon to the Bondholders (except in
circumstances or clauses mentioned in the RBI Basel III Guidelines);
(ii) default in making payment of the Call Option Price on the Call Option Due Date (except in
circumstances or clauses mentioned in the RBI Basel III Guidelines).
f. ensure that the Bank does not commit any breach of the terms of Issue of Bonds or covenants of the
Debenture Trustee Agreement and take such reasonable steps as may be necessary to remedy any
such breach; and
g. inform the Bondholders immediately of any breach of the terms of Issue of Bonds or covenants of the
Debenture Trustee Agreement.
XIII. CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING
OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED.
Credit Analysis & Research Ltd. (“CARE”) has vide its letter no. CARE/DRO/RL/2014-15/1615 dated January
20, 2015, assigned a credit rating of “CARE AA+” for the present issue of Bonds aggregating upto Rs. 1,500
crore. Instruments with this rating are considered to have high degree of safety regarding timely servicing of
financial obligations. Such instruments carry very low credit risk. A copy of rating letter from CARE is
enclosed elsewhere in this Disclosure Document.
India Ratings & Research Pvt. Ltd. (“IRRPL”) has vide its letter no. Ind-Ra/PNB/AT1/Jan 2015 dated January
20, 2015, assigned a credit rating of “IND AA+” for the present issue of Bonds aggregating upto Rs. 1,500
crore. Instruments with this rating are considered to have high degree of safety regarding timely servicing of
financial obligations. Such instruments carry very low credit risk. A copy of rating letter from IRRPL is
enclosed elsewhere in this Disclosure Document.
Other than the credit ratings mentioned hereinabove, the Issuer has not sought any other credit rating from
any other credit rating agency(ies) for the Bonds offered for subscription under the terms of this Disclosure
Document.
The above ratings are not a recommendation to buy, sell or hold securities and investors should take their
own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating
43
DISCLOSURE DOCUMENT
agencies and each rating should be evaluated independently of any other rating. The ratings obtained are
subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw
the rating at any time on the basis of new information etc.
XIV. IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER

DOCUMENT / LETTER WITH SIMILAR INTENT, A COPY OF THE SAME SHALL BE DISCLOSED. IN
CASE SUCH DOCUMENT DOES NOT CONTAIN DETAILED PAYMENT STRUCTURE (PROCEDURE
OF INVOCATION OF GUARANTEE AND RECEIPT OF PAYMENT BY THE INVESTOR ALONG WITH
TIMELINES); THE SAME SHALL BE DISCLOSED IN THE OFFER DOCUMENT.
NOT APPLICABLE
XV. COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE SHALL BE DISCLOSED.
Copy of letter IDBI Trusteeship Services Ltd. conveying their consent to act as Debenture Trustee for the
current issue of Bonds is enclosed elsewhere in this Disclosure Document.
XVI. NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE
PROPOSED TO BE LISTED.
The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE Limited
(“BSE”). The Bank has obtained an in-principle approval from BSE for listing of said Bonds on their Wholesale
Debt Market (WDM) segment.
The Bank shall make application to BSE within 15 days from the Deemed Date of Allotment to list the Bonds
and seek listing permission from BSE within 20 days from the Deemed Date of Allotment. In case of delay in
listing of Bonds beyond 20 days from the Deemed Date of Allotment, the Bank shall pay penal interest at the
rate of 1.00 per cent per annum over the Coupon Rate on the face value amount of Bonds from the expiry of
30 days from the Deemed Date of Allotment till the listing of Bonds. Such penal interest shall be paid by the
Bank to the Bondholders on the first Coupon Payment Date.
In connection with listing of Bonds with BSE, the Bank hereby undertakes that:
(a) It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement with
BSE.
(b) Ratings obtained by the Bank shall be periodically reviewed by the credit rating agencies and any
revision in the rating shall be promptly disclosed by the Bank to BSE.
(c) Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as
BSE may determine from time to time.
(d) The Bank, the Debenture Trustee and BSE shall disseminate all information and reports on Bonds
including compliance reports filed by the Bank and the Debenture Trustee regarding the Bonds to the
holder(s) of Bonds and the general public by placing them on their websites.
(e) Debenture Trustee shall disclose the information to the holder(s) of the Bonds and the general public
by issuing a press release in any of the following events:
a. default by the Bank to pay interest on Bonds on the Interest/ Coupon Payment Due Dates or
payment of Call Option Price on the Call Option Due Date (other than in the event of
cancellation or non-payment of any interest/ coupon pursuant to “Coupon Discretion” clause
or other provisions of RBI Basel III Guidelines)
b. revision of rating assigned to the Bonds;
(f) The information referred to in para (e) above shall also be placed on the websites of the Trustees,
Bank and BSE.
(g) The Bank shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly
consolidated (wherever available) and standalone financial information such as Statement of Profit &
44
DISCLOSURE DOCUMENT
Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Debenture
Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide
circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time.
Besides, the Bank shall within 180 days from the end of the financial year, submit a copy of the latest
annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the
details so submitted with all Qualified Institutional Buyers (“QIBs”) and other existing Bondholder(s)
within two working days of their specific request.
XVII. OTHER DETAILS
i. DRR CREATION – The Ministry of Corporate Affairs, Government of India has vide circular no.
11/02/2012-CL-V(A) dated February 11,2013, clarified that no Debenture Redemption Reserve is
required for debentures issued by Banking Companies for both public as well as well as privately
placed debentures. The Bank has appointed a Debenture Trustee to protect the interest of the
Bondholders.
ii. ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS (RBI GUIDELINES, ETC).
a. The disclosures in this Disclosure Document are being made in pursuance of Securities and Exchange
Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-
NRO/GN/2008/13/127878 dated June 06, 2008 as amended by Securities and Exchange Board of
India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no.
LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 as amended by Securities and Exchange
Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide
circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, as amended.
b. The present issue of Bonds is being made in pursuance of the RBI Basel III Guidelines i.e. Master
Circular No. DBOD.No.BP.BC.6/21.06.201/2014-15 dated July 01, 2014 issued by the Reserve Bank of
India on Basel III capital regulations (“Master Circular”) covering terms and conditions for issue of
Perpetual Debt Instruments (“PDIs”) for inclusion in Additional Tier 1 Capital (Annex 4 of the Master
Circular) and minimum requirements to ensure loss absorbency of Additional Tier 1 instruments at
pre-specified trigger and of all non-equity regulatory capital instruments at the point of non-viability
(“PONV”) (Annex 16 of the Master Circular) read along with RBI Circular No. DBOD.No.BP.BC.
38/21.06.201/2014-15 dated September 01, 2014 on “Implementation of Basel III Capital Regulations
in India- Amendments.” In the event of any discrepancy or inconsistency between the terms of the
Bonds and any other Transaction Document(s), the provisions of the RBI Basel III Guidelines shall
prevail.
c. The Companies Act, 1956 and The Companies Act, 2013, to that extent applicable.
d. Income Tax Act, 1961 and Income Tax Rules, 1962.
45
DISCLOSURE DOCUMENT
iii. APPLICATION PROCESS
WHO CAN APPLY
Only the following categories of investors may apply for the Bonds, subject to applicable laws and subject to
fulfilling their respective investment norms/ rules by submitting all the relevant documents along with the
Application Form. Investors are required to independently verify their eligibility to subscribe to the Bonds on
the basis of norms/ guidelines/ parameters laid by their respective regulatory body including but not limited
to RBI, SEBI, IRDA, Government of India, Ministry of Finance, Ministry of Labour etc.
1. Public Financial Institutions as defined in section 2(72) of the Companies Act, 2013;
2. Insurance Companies registered with the Insurance Regulatory and Development Authority;
3. Scheduled Commercial Banks;
4. Co-operative Banks;
5. Regional Rural Banks authorized to invest in bonds/ debentures;
6. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds;
7. Mutual Funds registered with SEBI;
8. Foreign Institutional Investors registered with SEBI;
9. Companies falling within the meaning of section 2(20) of the Companies Act, 2013 and bodies corporate
authorised to invest in bonds/ debentures;
10. Statutory Corporations established/ constituted under union/ central/ state legislature or under other
applicable laws in India; and
11. Trusts, Association of Persons, Societies registered under the applicable laws in India which are duly
authorised to invest in bonds/ debentures.
However, out of the aforesaid class of investors eligible to invest, this Disclosure Document is intended solely
for the use of the person to whom it has been sent by the Bank for the purpose of evaluating a possible
investment opportunity by the recipient(s) in respect of the securities offered herein, and it is not to be
reproduced or distributed to any other persons (other than professional advisors of the prospective investor
receiving this Disclosure Document from the Bank).
* APPLICATION BY VARIOUS APPLICANT CATEGORIES *
APPLICATION UNDER POWER OF ATTORNEY OR BY LIMITED COMPANIES
In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or
Registered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc, the
relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may
be, together with the certified true copy thereof along with the certified copy of the Memorandum and
Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or
lodged for scrutiny separately with the photocopy of the application form, quoting the serial number of the
application form and the Bank’s branch where the application has been submitted, at the office of the
Registrars to the Issue after submission of the application form to the Bankers to the issue or any of the
designated branches as mentioned on the reverse of the Application Form, failing which the applications are
liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of
the subscription list may not be considered.
APPLICATIONS UNDER POWER OF ATTORNEY
A certified true copy of the power of attorney or the relevant authority as the case may be along with the
names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/
document, if any, must be lodged along with the submission of the completed Application Form. Further
modifications/ additions in the power of attorney or authority should be notified to the Bank or to its
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DISCLOSURE DOCUMENT
Registrars or to such other person(s) at such other address(es) as may be specified by the Bank from time to
time through a suitable communication.
APPLICATIONS BY COMPANIES/ BODIES CORPORATE/ FINANCIAL INSTITUTIONS/ STATUTORY

CORPORATIONS
The applications must be accompanied by certified true copies of (i) Memorandum and Articles of
Associations / Constitution / Bye-Law(s) (ii) certified true copy of the resolution authorizing investment and
containing operating instructions (iii) specimen signatures of authorized signatories and (iv) relevant
certificate(s) in the prescribed form(s) under Income Tax Rules, 1962, if exemption is sought from deduction
of tax at source on interest income.
APPLICATION BY REGIONAL RURAL BANKS
The Reserve Bank of India has permitted, vide its circular no. RPCD.RRB.BC. 882/03.05.34/ 96-97 dated
December 13, 1996, the RRBs to invest their non-SLR surplus resources in bonds of public sector
undertakings. The RBI has vide circular no. RPCD (H)/04.03.06/98-99 dated November 02, 1998 clarified
that single exposure norms would be applicable in respect of investment in debentures and bonds of public
sector undertakings.
The application must be accompanied by certified true copies of (i) Government notification/ Certificate of
Incorporation/ Memorandum and Articles of Association/ other documents governing the constitution (ii)
resolution authorizing investment and containing operating instructions (iii) specimen signatures of
authorized signatories (iv) Form 15H for claiming exemption from deduction of tax at source on income from
interest on application money and (v) Form 15AA for claiming exemption from deduction of tax at source on
the interest income.
APPLICATION BY MUTUAL FUNDS
In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an
Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications,
provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate
their intention as to the scheme for which the application has been made.
SUBMISSION OF DOCUMENTS
Investors need to submit the certified true copies of the following documents, along-with the Application
Form, as applicable:
 Memorandum and Articles of Association/ Constitution/ Bye-laws/ Trust Deed;

 Government notification/ Certificate of incorporation(in case of Primary Co-operative Bank
and RRBs);
 SEBI Registration Certificate, if applicable;
 Board Resolution authorizing investment along with operating instructions;
 Power of Attorney/ relevant resolution/ authority to make application;
 Form 15AA granting exemption from TDS on interest, if any;
 Form 15G/ 15H for claiming exemption from TDS on interest on application money, if any;
 Order u/s197 of Income Tax Act, 1961;
 Order u/s10 of Income Tax Act, 1961;
 Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department;
 Specimen signatures of the authorized signatories (ink signed), duly certified by an
appropriate authority.
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DISCLOSURE DOCUMENT
XVIII. PROCEDURE FOR APPLYING FOR DEMAT FACILITY
1. The applicant must have at least one beneficiary account with any of the Depository Participants
(DPs) of NSDL/ CDSL prior to making the application.
2. The applicant must necessarily fill in the details (including the beneficiary account number and
Depository Participant’s ID appearing in the Application Form under the heading ‘Details for Issue of
Bonds in Electronic/ Dematerialized Form’.)
3. Bonds allotted to an applicant will be credited directly to the applicant’s respective Beneficiary
Account(s) with the DP.
4. For subscribing the Bonds names in the application form should be identical to those appearing in the
account details in the depository. In case of joint holders the names should necessarily be in the same
sequence as they appear in the account details in the depository.
5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the
Registrars to the Issue.
6. If incomplete/incorrect details are given under the heading ‘Details for Issue of Bonds in Electronic/
Dematerialized Form’ in the application form it will be deemed to be an incomplete application and
the same may be held liable for rejection at the sole discretion of the Issuer.
7. For allotment of Bonds the address, nomination details and other details of the applicant as registered
with his/her DP shall be used for all correspondence with the applicant. The Applicant is therefore
responsible for the correctness of his/her demographic details given in the application form vis-à-vis
those with his/her DP. In case the information is incorrect or insufficient the Issuer would not be
liable for losses, if any.
8. It may be noted that Bonds will be issued in electronic form. The same can be traded only on the Stock
Exchanges having electronic connectivity with NSDL/ CDSL. The NSE and/or BSE, where the Bonds of
the Punjab national bank (“PNB” / the “Issuer”/ the “Bank”) are proposed to be listed have
connectivity with NSDL/ CDSL.
9. Payment of interest or repayment of principal would be made to those Bond holders whose names
appear on the list of beneficial owners given by the Depositories to the Issuer as on Record Date/
Book Closure Date. In case of those Bond for which the beneficial owner is not identified by the
Depository as on the Record Date/ Book Closure Date, the issuer would keep in abeyance the payment
of interest or repayment of principal, till such time that the beneficial owner is identified by the
Depository and conveyed to the Issuer, whereupon the interest or principal would be paid to the
beneficiaries, as identified, within a period of 30 (thirty) days.
10. The Bonds shall be directly credited to the Beneficiary Account as given in the Application Form and
after due verification, allotment advice/ refund order, if any, would be sent directly to the applicant
by the Registrars to the Issue but the confirmation of the credit of the Bonds to the applicants
Depository Account will be provided to the applicant by the Depository Participant of the applicant.
XIX. HOW TO APPLY
This being a private placement offer, investors who are established/ resident in India and who have been
addressed through this communication directly only are eligible to apply.
1. The remittance of application money is to be made through electronic transfer of funds through
RTGS mechanism for credit as per details given hereunder:
Banker Punjab National Bank

Beneficiary A/c Name PNB BASEL III Compliant AT-1 Bond Issue
Beneficiary A/c Number 4776002900008331
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DISCLOSURE DOCUMENT
IFSC Code PUNB0477600

Bank Branch Name Punjab National Bank, BO Capital Market Service Branch, Bandra
& Address Kurla Complex, Mumbai
Narration Application Money for AT-1 Bond Issue
2. Cash, cheques, money orders, demand drafts, postal orders, stockinvest shall not be accepted. The
Bank assumes no responsibility for any applications lost in mail.. The entire amount of Rs. 10 lakhs
per Bond is payable on application.
3. Application forms duly completed in all respects (along with all necessary documents as detailed in
the Disclosure Document) must be delivered before the closing of the issue to the Sole Arranger to
the Issue. While forwarding the application form, applicants must ensure that the relevant UTR
number/ or any other evidence of having remitted the application money is obtained. Detailed
instructions for filling up the application form are provided elsewhere in this Disclosure Document.
4. Applications for the Bonds must be in the prescribed form (enclosed) and completed in BLOCK
LETTERS in English and as per the instructions contained therein. Applications should be for the
number of Bonds applied by the Applicant. Applications not completed in the prescribed manner are
liable to be rejected. The name of the applicant’s bank, type of account and account number must be
filled in the Application Form. This is required for the applicant’s own safety and these details will be
printed on the refund orders and interest/ redemption warrants.
5. The applicant or in the case of an application in joint names, each of the applicant, should mention
his/her Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the
same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the
provision of Section 139A (5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the
TDS certificates. Hence, the investor should mention his PAN/GIR No. if the investor does not submit
Form 15G/15AA/other evidence, as the case may be for non-deduction of tax at source. In case
neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and
in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’
(stating reasons for non-applicability) in the appropriate box provided for the purpose. Application
Forms without this information will be considered incomplete and are liable to be rejected.
6. All applicants are requested to tick the relevant column “Category of Investor” in the Application
Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation
Trusts and other investors requiring “approved security” status for making investments. No separate
receipts shall be issued for the application money. However, Sole Arranger to the Issue at its
designated branch(es) receiving the duly completed Application Form(s) will acknowledge the
receipt of the applications by stamping and returning the acknowledgment slip to the applicant.
Applications shall be deemed to have been received by the Issuer only when submitted to the Sole
Arranger to the Issue at their designated branches or on receipt by the Registrar as detailed above
and not otherwise.
7. For further instructions about how to make an application for applying for the Bonds and
procedure for remittance of application money, please refer to the Summary Term Sheet and
the Application Form carefully.
*INVESTOR GRIEVANCE AND REDRESSAL SYSTEMS
Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer
endeavors to resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue
quoting the Application Number (including prefix), number of Bonds applied for, amount paid on application
and details of collection centre where the Application was submitted, may be addressed to the Compliance
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DISCLOSURE DOCUMENT
Officer at registered office of the Issuer. All investors are hereby informed that the Issuer has appointed a
Compliance Officer who may be contracted in case of any pre-issue/ post-issue related problems such as non-
credit of letter(s) of allotment/ bond certificate(s) in the demat account, non-receipt of refund order(s),
interest warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given hereunder:
Investor Relations Officer Shri Rohit Grover

Designation/ Department Assistant General Manager/ Treasury Division
Address C-9, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400051
Tel. No. +91-022- 26723612
Fax No. +91-022- 26532643
E-mail [email protected]
Website www.pnbindia.com
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DISCLOSURE DOCUMENT
XX. SUMMARY TERM SHEET
No. Particulars Description/ Details

1. Issuer Punjab National Bank (“PNB”/ the “Bank”/ the “Issuer”)
2. Security Name 9.15%-PNB-PDI-Series VII
3. Issue Size Rs. 1,000 crores
4. Option to retain Upto Rs. 500 crores
oversubscription
5. Instrument Unsecured, Subordinated, Fully Paid-Up, Non-Convertible, Basel III
inclusion in Additional Tier I Capital (“Bonds”)
6. Seniority of claims of The claims of the Bondholders shall be:
the Bondholders
(a) superior to the claims of investors in equity/ common shares and
perpetual non-cumulative preference shares of the Bank;
(b) subordinated to the claims of all depositors, general creditors and
subordinated debt of the Bank; and
(c) is neither secured nor covered by a guarantee of the Bank or its
related entity or any other arrangement that legally or economically
enhances the seniority of the claims of Bondholders vis-à-vis
creditors of the Bank.
7. Credit Rating “CARE AA+” by CARE and “IND AA+” by IRRPL
8. Mode of Issue Private Placement
9. Issuance Mode In dematerialized form only
10. Trading Mode In dematerialized form only
11. Security Unsecured and Subordinated
12. Objects of the Issue Augmenting Additional Tier 1 Capital and overall capital of the Bank for
strengthening its capital adequacy and for enhancing its long term
resources.
13. Utilization of the The funds being raised by the Bank through the present Issue are not
Proceeds of the Issue meant for financing any particular project. The Bank shall utilize the
proceeds of the Issue for its regular business activities.
The Bank undertakes that proceeds of the Issue shall not be used for any
purpose which may be in contravention of the regulations/ guidelines/
norms issued by the RBI/ SEBI/ Stock Exchange.
14. RBI Regulations/ The present Issue of Bonds is being made in pursuance of Master Circular
RBI Basel III Guidelines No. DBOD.No.BP.BC.6/21.06.201/2014-15 dated July 01, 2014 issued by
the Reserve Bank of India on Basel III capital regulations (“Master
Circular”) covering terms and conditions for issue of Perpetual Debt
Instruments (“PDIs”) for inclusion in Additional Tier 1 Capital (Annex 4 of
the Master Circular) and minimum requirements to ensure loss
absorbency of Additional Tier 1 instruments at pre-specified trigger and of
all non-equity regulatory capital instruments at the point of non-viability
(“PONV”) (Annex 16 of the Master Circular) read along with RBI Circular
No. DBOD.No.BP.BC.38/21.06.201/ 2014-15 dated September 01, 2014 on
“Implementation of Basel III Capital Regulations in India- Amendments.”
In the event of any discrepancy or inconsistency between the terms of the
Bonds and any other Transaction Document(s), the provisions of the RBI
Basel III Guidelines shall prevail.
15. Face Value Rs. 10.00 lakh per Bond
16. Issue Premium Nil
17. Issue Discount Nil
18. Issue Price At par i.e. Rs. 10.00 lakh per Bond
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DISCLOSURE DOCUMENT
19. Minimum Application 10 (ten) Bonds (i.e. Rs. 1.00 crore) and in multiples of 1 (one) Bond
(i.e. Rs. 10.00 lakh) thereafter
20. Tenor The Bonds shall be perpetual i.e. there is no maturity date and there are
no step-ups or other incentives to redeem
21. Redemption Date Not applicable as the Bonds are perpetual and there shall be no
Redemption Date
22. Convertibility Non-Convertible
23. Redemption Premium Nil
24. Redemption Discount Nil
25. Redemption Amount Not applicable
26. Put Option None
27. Put Option Due Date Not applicable
28. Put Option Notification Not applicable
Time
29. Put Option Price Not applicable
30. Call Option A. Issuer’s Call
The Bank shall reserve the right to exercise the “Issuer’s Call” on the
Bonds at a particular date subject to following conditions:
a. The Bank can exercise Call Option on the tenth anniversary from the
Deemed Date of Allotment i.e. the tenth Coupon Payment Date
(February 13, 2025) and thereafter on each Coupon Payment Date
i.e. February 13, each year.
b. To exercise the Issuer’s Call, the Bank must receive prior approval
of the RBI (Department of Banking Operations and Development).
c. The Bank shall not do anything which creates an expectation that

the Issuer’s Call would be exercised.
d. The Bank shall not exercise Issuer’s Call on the Bonds unless:
(i) It replaces the Bonds with capital of the same or better quality
and the replacement of this capital is done at conditions which
are sustainable for the income capacity of the Bank.
Replacement issues may be concurrent with but not after the
Bonds are called; or
(ii) The Bank demonstrates that its capital position is well above
the minimum capital requirements after the Issuer’s Call is
exercised. Here “minimum capital requirements” shall mean
Common Equity Tier 1 of 8% of Risk Weighted Assets
(“RWAs”) (including Capital Conservation Buffer of 2.5% of
RWAs) and Total capital of 11.5% of RWAs including
additional capital requirements identified under Pillar 2.
Subject to compliance with the above conditions if the Bank decides to

exercise the Issuer’s Call, the Bank shall notify the Debenture Trustee not
less than 30 calendar days prior to the date of exercise of such Issuer’s Call
(which notice shall specify the “Call Option Due Date”).
B. Tax Event Call
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DISCLOSURE DOCUMENT
a. The Bank may exercise “Tax Event Call” on the Bonds subject to
requirements set out in points (b) to (d) of clause 30 (A) above.
b. To illustrate, if there is a change in tax treatment which makes the

Bonds with tax deductible coupons into an instrument with non-tax
deductible coupons, the Bank shall have the option (not obligation)
to repurchase the Bonds. In such a situation, the Bank may be
allowed to replace the Bonds with another capital instrument that
has tax deductible coupons.
c. A Tax Event shall be deemed to have occurred if, as a result of any

change in, or amendment to, the laws affecting taxation (or
regulations or rulings promulgated thereunder) of India or any
change in official application of such laws, regulations or rulings,
the Bank will no longer be entitled to claim a deduction in respect
of computing its taxation liabilities with respect to coupon on the
Bonds.
d. RBI shall permit the Bank to exercise Tax Event Call on the Bonds
only if the RBI is convinced that the Bank was not in a position to
anticipate such tax event(s) at the time of issuance of the Bonds.
e. If a Tax Event has occurred and continuing, the Bank shall notify
the Debenture Trustee not less than 30 calendar days prior to the
date of exercise of such Tax Event Call (which notice shall specify
the “Call Option Due Date”) for exercising Tax Event Call on the
Bonds or substitute the Bonds so that the Bonds have better
classification.
C. Regulatory Event Call or Variation
a. The Bank may exercise “Regulatory Event Call or Variation” on the
Bonds subject to requirements set out in points (b) to (d) of clause
30 (A) above.
b. If there is a downgrade of the Bonds in regulatory classification

(e.g. if it is decided by the RBI to exclude the Bonds from regulatory
capital), the Bank shall have the option to exercise Regulatory
Event Call or Variation on the Bonds and replace the Bonds with an
instrument with a better regulatory classification, or a lower
coupon with the same regulatory classification with prior approval
of RBI. However, the Bank shall not create an expectation/ signal an
early redemption/ maturity of the Bonds.
c. A Regulatory Event shall be deemed to have occurred if, there is a

downgrade of the Bonds in regulatory classification i.e. the Bonds
are excluded from the consolidated Additional Tier 1 capital of the
Bank.
d. RBI shall permit the Bank to exercise Regulatory Event Call or
Variation on the Bonds only if the RBI is convinced that the Bank
was not in a position to anticipate such tax event(s) at the time of
issuance of the Bonds.
e. If a Regulatory Event has occurred and continuing, the Bank shall

notify the Debenture Trustee not less than 30 calendar days prior
to the date of exercise of such Regulatory Event Call or Variation
(which notice shall specify the “Call Option Due Date”) on the Bonds
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DISCLOSURE DOCUMENT
or substitute the Bonds or vary the terms of the Bonds so that the
Bonds have better classification.
31. Call Option Due Date The Bank may exercise the Call Option in terms of RBI stipulations after
the Bonds have completed a tenor of ten years from the deemed date of
allotment i.e. 13.02.2025 and thereafter on each Coupon Payment Date i.e.
February 13, each year.
If the Call Option Due Date (also being the last Coupon Payment Date) of
the Bonds falls on a day that is not a Business Day, the Call Option Price
shall be paid by the Bank on the immediately preceding Business Day
along with interest/ coupon accrued on the Bonds until but excluding the
date of such payment.
32. Call Option Notification In case of exercise of Call Option (“Issuer’s Call”/ “Tax Event Call”/
Time “Regulatory Event Call or Variation”) on the Bonds, the Bank shall notify
its intention to do so through a public notice (which shall specify the “Call
Option Due Date”) at least in one All-India English daily newspaper and
notice sent by registered post/ courier to (a) Debenture Trustee and (b)
sole/ first Beneficial Owner of the Bonds at least 30 (thirty) days prior to
the Call Option Due Date.
In case of exercise of Call Option, the trading in Bonds shall remain

suspended from the Record Date and upto the Call Option Due Date.
33. Call Option Price Face value amount of Rs. 10.00 lakh per Bond plus interest/ coupon
accrued from and including the last Coupon Payment Date upto but
excluding the Call Option Due Date.
34. Repurchase/ Buy- a. Principal amount of the Bonds may be repaid through repurchase
Back/ Redemption or redemption, only with prior approval of RBI and the Bank shall
not assume or create market expectations that supervisory
approval will be given. Such repurchase/ buy-back/ redemption of
the principal amount of the Bonds could be in a situation other than
in the event of exercise of Call Option by the Bank. One of the major
differences is that in the case of the former, the option to offer the
Bonds for repayment on announcement of the decision to
repurchase/ buy-back/ redeem the Bonds, shall lie with the
investors whereas, in case of the latter, it lies with the Bank.
b. The Bank may repurchase/ buy-back/ redeem the Bonds only if:
(i) It replaces the Bonds with capital of the same or better quality
and the replacement of capital is done at conditions which are
sustainable for the income capacity of the Bank; or
(ii) It demonstrates that its capital position is well above the
minimum capital requirements after the repurchase/ buy-
back/ redemption.
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DISCLOSURE DOCUMENT
c. The Bonds so repurchased, bought-back or redeemed, may be held,

reissued, resold, extinguished or surrendered at the option of the
Bank, subject to applicable laws.
35. Coupon Rate 9.15% p.a.
36. Step Up/ Step Down None
Coupon Rate
37. Coupon Payment Annual
Frequency
38. Coupon Payment Dates First coupon payment shall be made on February 13, 2016 (comprising of
interest/ coupon from and including the Deemed Date of Allotment upto
but excluding the first Coupon Payment Date) and subsequent coupon
payments shall be made on anniversary of February 13, each year
thereafter, subject to Coupon Discretion clause (upto Call Option Due Date,
in case if Call Option is exercised by the Bank).
39. Coupon Type Fixed
40. Coupon Reset Process Not Applicable
(including rates,
spread, effective date,
interest rate cap and
floor etc.)
41. Default Interest Rate In case of delay/ default in payment of interest/ coupon on the due dates
(other than in the event of cancellation or non-payment of any interest/
coupon pursuant to “Coupon Discretion” clause), the Bank shall pay
additional interest/ coupon at the rate of 2.00% p.a. over the Coupon Rate
for the defaulting period i.e. the period commencing from and including
the date on which such amount becomes due and upto but excluding the
date on which such amount is actually paid.
42. Day Count Basis “Actual/ Actual” basis
All coupon/ interest, penal interest, interest on application money, delay/
default interest shall be computed on an “actual/actual basis”. Where the
period for which such amounts are to be calculated (start date to end
date) includes February 29, coupon/ interest shall be computed on 366
days-a-year basis.
43. Interest on Application A. In respect of investors who get allotment in the Issue
Money The Bank shall pay interest on application money at the Coupon Rate
(subject to deduction of income tax under the provisions of the Income
Tax Act, 1961, or any other statutory modification or re-enactment
thereof, as applicable) on the aggregate face value amount of Bonds from
the date of realization of application money upto one day prior to the
Deemed Date of Allotment. The Bank shall make remittance of interest on
application money by way of direct credit to the account of the investors.
Alternatively, the Bank may dispatch the interest warrants at the sole risk
of the investors, to the sole/first applicant. A tax deduction certificate will
be issued by the Bank for the amount of income tax deducted on such
payments.
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DISCLOSURE DOCUMENT
B. In respect of investors who do not get allotment in the Issue

The Bank shall pay interest on the amount which is liable to be refunded
to the investors at the Coupon Rate (subject to deduction of income tax
under the provisions of the Income Tax Act, 1961, or any other statutory
modification or re-enactment thereof, as applicable) from the date of
realization of application money upto one day prior to the Deemed Date of
Allotment. Such interest shall be paid along with the monies liable to be
refunded. Interest warrants will be dispatched/ credited (in case of
electronic payment) along with the Refund Orders at the sole risk of the
investors, to the sole/first applicant. A tax deduction certificate shall be
issued by the Bank for the amount of income tax deducted on such
payments.
The Bank shall not pay any interest on application money liable to be
refunded in case of (a) invalid applications or applications liable to be
rejected and (b) monies paid in excess of the amount of Bonds applied for
in the application form.
44. Settlement The Bank shall make payment of coupon/ interest, penal interest, interest
on application money, delay/ default interest and Call Option Price (in
case of exercise of Call Option), by way of cheque(s)/ interest/ redemption
warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/
NEFT mechanism/ other electronic mode as may be allowed by RBI from
time to time, in the name of the sole/ first Beneficial Owners of the Bonds
as given by Depository to the Bank as on the Record Date.
The Bonds shall be taken as discharged on payment of the Call Option
Price by the Bank on the Call Option Due Date to the sole/ first Beneficial
Owners of the Bonds as given by the Depository to the Bank as on the
Record Date. Such payment will be a legal discharge of the liability of the
Bank towards the Bondholders and the Bank shall not be liable to pay any
interest or compensation from the Call Option Due Date. On such payment
being made, the Bank shall inform NSDL/ CDSL/ Depository Participant
and accordingly the account of the Beneficial Owners with NSDL/ CDSL/
Depository Participant shall be adjusted.
45. Business Days/ Business days/ working days shall be all days (excluding Sundays and
Working Days public holidays) on which commercial banks are open for business in the
city of Mumbai, Maharashtra except with reference to Issue Period and
Record Date, where business days/ working days shall mean all days,
excluding Sundays and public holidays in Mumbai or at any other payment
centre notified in terms of the Negotiable Instruments Act, 1881.
46. Effect of Holidays If any Coupon/ Interest Payment Date falls on a day that is not a Business
Day, the payment shall be made by the Bank on the immediately
succeeding Business Day along with interest for such additional period.
Further, interest for such additional period so paid, shall be deducted out
of the interest payable on the next Coupon Payment Date.
If the Call Option Due Date (also being the last Coupon Payment Date, in
case call option is exercised) of the Bonds falls on a day that is not a
Business Day, the Call Option Price shall be paid by the Bank on the
immediately preceding Business Day along with interest accrued on the
Bonds until but excluding the date of such payment.
In the event the Record Date falls on a day which is not a Business Day, the
immediately succeeding Business Day shall be considered as the Record
Date.
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DISCLOSURE DOCUMENT
47. Record Date Date falling 15 (fifteen) days prior to the each Coupon/ Interest Payment
Date on which interest/ coupon amount and the Call Option Due Date on
which the Call Option Price is due and payable. In the event the Record
Date falls on a day which is not a Business Day, the immediately
succeeding Business Day shall be considered as the Record Date.
48. Events of Default The following event(s) shall be construed as an “Event of Default”:
a. any delay/ default by the Bank in (i) making payment of interest/

coupon on the respective Coupon Payment Date and/or (ii) making
payment of the Call Option Price on the Call Option Due Date
(except in circumstances or clauses mentioned in the RBI Basel III
Guidelines);
b. non-performance/ non-compliance by the Bank with any one or

more of its material obligations in relation to the Bonds issued in
pursuance of terms and conditions stated in the Disclosure
Document, Application Form and Debenture Trustee Agreement,
which in opinion of the Debenture Trustee, is incapable of remedy.
The Bank shall notify all instances of non-payment of coupon/ interest to

the Chief General Managers-in-Charge of Department of Banking
Operations and Development and Department of Banking Supervision of
the Reserve Bank of India, Mumbai.
49. Remedies If an Event of Default occurs and the same is continuing, the Debenture
Trustee may, with the consent of the Bondholders obtained in accordance
with the Debenture Trustee Agreement, and with prior written notice to
the Bank, take appropriate action in terms of the Debenture Trustee
Agreement.
50. Cross Default Not applicable
51. Debenture Trustee IDBI Trusteeship Services Ltd.
52. Role and The Debenture Trustee shall perform its duties and obligations and
Responsibilities of exercise its rights and discretions, in keeping with the trust reposed in the
Debenture Trustee Debenture Trustee by the Bondholder(s) and shall further conduct itself,
and comply with the provisions of all applicable laws, provided that, the
provisions of Section 20 of the Indian Trusts Act, 1882, shall not be
applicable to the Debenture Trustee. The Debenture Trustee shall carry
out its duties and perform its functions as required to discharge its
obligations under the terms of SEBI Debt Regulations, the Securities and
Exchange Board of India (Debenture Trustees) Regulations, 1993, the
Debenture Trustee Agreement, Disclosure Document and all other related
transaction documents, with due care, diligence and loyalty.
The Debenture Trustee shall be vested with the requisite powers for
protecting the interest of the Bondholders. The Debenture Trustee shall
ensure disclosure of all material events on an ongoing basis.
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DISCLOSURE DOCUMENT
The Bank shall, till the redemption of Bonds (consequent to exercise of

Call Option), submit its latest audited/ limited review half yearly
consolidated and standalone financial information such as Statement of
Profit & Loss, Balance Sheet and Cash Flow Statement and auditor
qualifications, if any, to the Debenture Trustee within the timelines as
mentioned in Simplified Listing Agreement issued by SEBI vide circular
No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended.
Besides, the Bank shall within 180 days from the end of the financial year,
submit a copy of the latest annual report to the Debenture Trustee and the
Debenture Trustee shall be obliged to share the details so submitted with
all Qualified Institutional Buyers (“QIBs”) and other existing Bondholders
within two working days of their specific request.
Besides, it shall be the duty of the Debenture Trustee to:
a. satisfy himself that the Disclosure Document does not contain any
matter which is inconsistent with the terms of the Issue of Bonds or
with the Debenture Trustee Agreement;
b. satisfy himself that the covenants in the Debenture Trustee
Agreement are not prejudicial to the interest of the Bondholders;
c. call for periodical status or performance reports from the Bank;
d. communicate promptly to the Bondholders about default, if any,
with regard to payment of interest/ coupon or Call Option Price and
action taken by the Debenture Trustee therefor;
e. appoint a nominee director on the board of directors of the Bank in
the event of:
(i) two consecutive defaults in payment of interest/ coupon to
the Bondholders (except in circumstances or clauses
mentioned in the RBI Basel III Guidelines); or
(ii) default in making payment of the Call Option Price on the Call
Option Due Date (except in circumstances or clauses
mentioned in the RBI Basel III Guidelines).
f. ensure that the Bank does not commit any breach of the terms of
Issue of Bonds or covenants of the Debenture Trustee Agreement
and take such reasonable steps as may be necessary to remedy any
such breach;
g. inform the Bondholders immediately of any breach of the terms of
Issue of Bonds or covenants of the Debenture Trustee Agreement.
53. Listing The Bonds shall be listed on the Wholesale Debt Market (WDM) segment
of the BSE Limited (“BSE”)
54. Delay in Listing The Bank shall make an application to BSE within 15 days from the
Deemed Date of Allotment to list the Bonds and seek listing permission
from BSE within 20 days from the Deemed Date of Allotment. In case of
delay in listing of Bonds beyond 20 days from the Deemed Date of
Allotment, the Bank shall pay penal interest at the rate of 1.00% p.a. over
the Coupon Rate from the expiry of 30 days from the Deemed Date of
Allotment till the listing of the Bonds to the investors. Such penal interest
shall be paid by the Bank to the Bondholders on the first Coupon Payment
Date.
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DISCLOSURE DOCUMENT
55. Refusal of Listing If listing permission is refused before the expiry of the 20 days from the
Deemed Date of Allotment, the Bank shall forthwith repay all monies
received from the applicants in pursuance of the Disclosure Document
along with penal interest at the rate of 1.00% p.a. over the Coupon Rate
from the expiry of 20 days from the Deemed Date of Allotment. If such
monies are not repaid within 8 days after the Issuer becomes liable to
repay it (i.e. from the date of refusal or 20 days from the Deemed Date of
Allotment, whichever is earlier), then the Bank and every director of the
Bank who is an officer in default shall, on and from the expiry of 8 days,
shall be jointly and severally liable to repay the money, with interest at the
rate of 15% p.a. on the application money.
56. Registrar Alankit Assignments Limited
57. Depositories National Securities Depository Limited (“NSDL”) and Central Depository
Services (India) Limited (“CDSL”)
58. Coupon Discretion a. The Bank shall have full discretion at all times to cancel coupon
payments in order to meet the eligibility criteria for perpetual debt
instruments. Consequence of full discretion at all times to cancel
coupon payments is that “dividend pushers” shall be prohibited. An
instrument with a dividend pusher may oblige the Bank to make a
coupon payment on the instrument if it has made a payment on
another (typically more junior) capital instrument or equity/
common shares. This obligation is inconsistent with the
requirement for full discretion at all times. The term “cancel
payments” shall mean extinguishing these coupon payments and it
does not permit features that require the Bank to make coupon
payments in kind.
b. Cancellation of discretionary coupon payments on the Bonds shall

not be construed as an “Event of Default”.
c. The Bank shall have full access to cancelled coupon payments to

meet obligations as they fall due.
d. Cancellation of coupon payments shall not impose restrictions on

the Bank except in relation to distributions to equity/ common
shareholders.
e. Coupon payments shall be made out of distributable items i.e.

current year profits. However, if current year profits are not
sufficient i.e. payment of coupon is likely to result in losses during
the current year, the balance amount of coupon may be paid out of
revenue reserves (i.e. revenue reserves which are not created by the
Bank for specific purposes) and/ or credit balance in profit and loss
account, if any. However, payment of coupons on the Bonds from
the revenue reserves shall be subject to the Bank meeting minimum
regulatory requirements for CET1, Tier 1 and total capital ratios at
all times and subject to the requirements of capital buffer
frameworks (i.e. capital conservation buffer, countercyclical capital
buffer and Domestic Systemically Important Banks)”.
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DISCLOSURE DOCUMENT
f. The coupon/ interest on the Bonds shall be non-cumulative. If

coupon is not paid or paid at a rate lesser than the Coupon Rate, the
unpaid coupon shall not be paid in future years under any
circumstances. In the event that the Bank determines that it shall
not make a payment of coupon on the Bonds, the Bank shall notify
the Debenture Trustee not less than 30 calendar days prior to the
relevant Coupon Payment Date of the fact and of the amount that
shall not be paid.
g. The Bonds shall carry a fixed rate of interest and shall not have any
credit sensitive coupon feature, i.e. a coupon that is reset
periodically based in whole or in part on the Banks’ credit standing,
Bank’s own creditworthiness, changes in the credit worthiness of
the wider banking sector etc.
h. The Bonds shall have a “dividend stopper arrangement” which shall

oblige the Bank to stop dividend payments on equity/ common
shares in the event of Bondholders not being paid coupon. However,
such “dividend stopper arrangement” shall not impede the full
discretion that the Bank shall have at all times to cancel payments
on the Bonds, nor shall they act in a way that could hinder the re-
capitalisation of the Bank. For example, “dividend stopper
arrangement” on the Bonds shall not be permitted to:
(i) attempt to stop payment on another instrument where

the payments on such other instrument were not also fully
discretionary;
(ii) prevent distributions to shareholders for a period that

extends beyond the point in time that coupon on the Bonds
are resumed;
(iii) impede the normal operation of the Bank or any

restructuring activity (including acquisitions/ disposals).
i. The “dividend stopper arrangement” may act to prohibit actions

that are equivalent to payment of dividend, such as the Bank
undertaking discretionary share buy-backs, if otherwise permitted.
j. All instances of non-payment of coupon on the Bonds shall be

notified by the Bank to the Chief General Managers-in-Charge of
Department of Banking Operations and Development and
Department of Banking Supervision of the Reserve Bank of India,
Mumbai.
59. Treatment in The Bonds shall not contribute to liabilities exceeding assets if such a
Insolvency balance sheet test forms part of a requirement to prove insolvency under
any law or otherwise.
60. Prohibition on Neither the Bank nor its related party over which the Bank exercises
Purchase/ Funding of control or significant influence (as defined under relevant Accounting
Bonds Standards) shall purchase the Bonds, nor shall the Bank directly or
indirectly fund the purchase of the Bonds. The Bank shall also not grant
advances against the security of the Bonds issued by it.
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DISCLOSURE DOCUMENT
61. Re-capitalisation The Bonds shall not have any features that may hinder re-capitalisation,
such as provisions which require the Bank to compensate investors if a
new instrument is issued at a lower price during a specified time frame.
62. Debenture Redemption In pursuance of rule 18 (7) (b) (i) of the Companies (Share Capital and
Reserve (“DRR”) Debentures) Rules, 2014, no DRR is required for debentures issued by
banking companies for both public as well as privately placed debentures.
63. Classification in the The Bonds shall be classified as “Liabilities” under “Schedule 4 –
Balance Sheet Borrowings” in the Balance Sheet for accounting purposes and not for the
purpose of insolvency as indicated in clause 58 above.
64. Order of claims at the The order of claims/ write-down of various types of regulatory capital
event of gone concern instruments issued by the Bank or may be issued by the Bank in future
situation shall be in accordance with the order of seniority and as per usual legal
provisions governing priority of charges. The claims of Bondholders
(investors in Perpetual Debt Instruments for inclusion as Additional Tier 1
Capital) shall be:
a. superior to the claims of investors in equity/ common shares,

perpetual non-cumulative preference shares and other regulatory
capital instruments eligible for inclusion in Tier 1 capital of the
Bank. However, write down / claim of AT 1 Debt instruments will be
on pari-passu basis amongst themselves irrespective of the date or
terms of issue;
b. subordinated to the claims of (i) all depositors; (ii) general

creditors; (iii) subordinated debt other than subordinated debt
qualifying as Additional Tier 1 capital; (iv) subordinated debt
eligible for inclusion in hybrid Tier 1 capital under the then
prevailing Basel II guidelines (to the extent permitted under the RBI
guidelines); (v) Debt Capital Instruments eligible for inclusion in
Tier 2 capital issued and to be issued in future by the Bank; (vi)
perpetual cumulative preference shares; (vii) redeemable non-
cumulative preference shares; (viii) redeemable cumulative
preference shares eligible for inclusion in Tier 2 capital issued and
to be issued in future by the Bank;
c. neither secured nor covered by a guarantee of the Bank or its

related entity or any other arrangement that legally or economically
enhances the seniority of the claims of Bondholders vis-à-vis
creditors of the Bank;
d. pari passu with the claims of investors in instruments eligible for

inclusion in Additional Tier 1 capital (irrespective of the date or
terms of issue ) including but not limited to (a) perpetual non-
cumulative preference shares eligible for inclusion in Additional
Tier 1 capital; and (b) perpetual debt instruments eligible for
inclusion in Additional Tier 1 capital of the Bank;
e. Claims of holders of perpetual non-cumulative preference shares

shall be superior to the claims of holders of equity/ common shares;
f. Once the Basel III Compliant Additional Tier 1 instruments are

written-off, the Bondholders shall have no claim on the proceeds of
liquidation.
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DISCLOSURE DOCUMENT
65. Loss Absorption I. Loss Absorption of Bonds at the Objective Pre-Specified Trigger
Features In conformity with RBI Basel III Guidelines, the Bonds shall have principal
loss absorption at an objective pre-specified trigger point by way of
temporary or permanent write-down mechanism which shall allocate
losses to the Bonds. The write-down of the Bonds shall have the following
effects:
(i) reduce the claims of the Bondholders in liquidation;

(ii) reduce the amount to be repaid when Call Option is
exercised; and
(iii) partially or fully reduce coupon payments on the Bonds.
If fully paid-up Bonds are fully and permanently written-down, they shall
cease to exist resulting in extinguishment of a liability of the Bank and
thus create CET1. A temporary write-down is different from a permanent
write-down i.e. the original Bonds may not be fully extinguished. The par
value of the Bonds may be written-down (decrease) on the occurrence of
the trigger event and may be written-up (increase) back to its original
value in future in conformity with provisions of the RBI Basel III
Guidelines. The amount shown in the balance sheet subsequent to
temporary write-down may depend on the features of the Bonds and the
prevailing Accounting Standards.
II. Level of Pre-Specified Trigger and amount of Equity to be created by
Write-Down
a. The pre-specified trigger for loss absorption through write-down of
Bonds shall be at least CET1 of 6.125% of risk weighted assets
(“RWAs”).
b. The bonds issued before March 31, 2019 i.e. before the full
implementation of Basel III shall have two pre-specified triggers. A
lower pre-specified trigger at CET1 of 5.5% of RWAs shall apply and
remain effective before March 31, 2019. From this date, the trigger
shall be raised to CET1 of 6.125% of RWAs for all such bonds. Bonds
issued on or after March 31, 2019 shall have pre-specified trigger at
CET1 of 6.125% of RWAs only.
c. The write-down of any CET1 capital shall not be required before

write-down of Bonds.
d. The temporary or permanent write-down of Bonds must generate

CET1 under applicable Indian Accounting Standards. The Bonds
shall receive recognition in AT1 capital only up to the extent of
minimum level of CET1 generated (i.e. net of contingent liability
recognized under the Indian Accounting Standards, potential tax
liabilities, etc., if any) by a full write-down of the Bonds.
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DISCLOSURE DOCUMENT
e. The aggregate amount of Bonds to be written-down on breaching

the trigger level shall be at least the amount needed to immediately
return the Bank’s CET1 ratio to the trigger level or, if this is not
possible, the full principal value of the Bonds. The Bank shall have
full discretion to determine the amount of AT1 instruments to be
written-down subject to the amount of write-down not exceeding
the amount which would be required to bring the CET1 ratio to 8%
of RWAs (minimum CET1 of 5.5% + capital conservation buffer of
2.5%).
f. If the Bank breaches the pre-specified trigger of loss absorbency and

equity is replenished through write-down of Bonds, such
replenished amount of equity shall be excluded from the total equity
of the Bank for the purpose of determining the proportion of
earnings to be paid out as dividend in terms of rules laid down for
maintaining capital conservation buffer. However, once the Bank
attains total Common Equity ratio of 8% without counting the
replenished equity capital, that point onwards, the Bank may
include the replenished equity capital for all purposes. If the total
CET1 ratio of the Bank falls again below the 8%, it would include the
replenished capital for the purpose of applying the capital
conservation buffer framework.
g. The write-down of Bonds may be allowed more than once in case

the Bank hits the pre-specified trigger level subsequent to the first
write-down which was partial.
h. The write-down of Bonds shall be primarily intended to replenish

the equity in the event it is depleted by losses. Therefore, the Bank
shall not use write-down of Bonds to support expansion of balance
sheet by incurring further obligations/ booking assets. If the Bank’s
Common Equity ratio slips below 8% due to losses and is still above
6.125% i.e. trigger point, the Bank shall seek to expand its balance
sheet further only by raising fresh equity from its existing
shareholders or market and the internal accruals. The Bank may
take fresh exposures to the extent of amortization of the existing
ones. If any expansion in exposures, such as due to draw down of
sanctioned borrowing limits, is inevitable, this should be
compensated within the shortest possible time by reducing other
exposures.
i. For the purpose of determination of breach of trigger, the fresh

equity, if any, raised after slippage of CET1 below 8% shall not be
subtracted i.e. if CET1 of the Bank is above the trigger level though it
would have been below the trigger had the Bank not raised the fresh
equity which it did, the trigger shall not be treated as breached.
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DISCLOSURE DOCUMENT
III. Treatment of Bonds in the event of Winding-Up, Amalgamation,

Acquisition, Re-Constitution etc. of the Bank
a. If the Bank goes into liquidation before the Bonds have been
written-down, the Bonds shall absorb losses in accordance with the
order of seniority and as per usual legal provisions governing
priority of charges as listed herein.
b. If the Bank goes into liquidation after the Bonds have been written-
down, the holders of the Bonds shall have no claim on the proceeds
of liquidation.
(A) Amalgamation of a Banking Company (Section 44 A of BR Act,

1949):
a. If the Bank is amalgamated with any other bank before the Bonds
have been written-down, the Bonds shall become a part of the
corresponding categories of regulatory capital of the new bank
emerging after the merger.
b. If the Bank is amalgamated with any other bank after the Bonds
have been written-down temporarily, the amalgamated entity can
write-up such Bonds as per its discretion.
c. If the Bank is amalgamated with any other bank after the Bonds
have been written-down permanently, such Bonds cannot be
written-up by the amalgamated entity.
(B) Scheme of Reconstitution or Amalgamation of a Banking Company

(Section 45 of BR Act, 1949):
If the relevant authorities decide to reconstitute the Bank or amalgamate

the Bank with any other bank under the Section 45 of BR Act, 1949, such a
bank will be deemed as non-viable or approaching non-viability and both
the pre-specified trigger and the trigger at the point of non-viability for
write-down of Bonds shall be activated. Accordingly, the Bonds shall be
fully written-down permanently before amalgamation/ reconstitution in
accordance with these rules.
IV. Loss Absorption of Bonds at the Point of Non-Viability
a. The Bonds shall have a provision that requires the Bonds to be
permanently written off, at the option of the Reserve Bank of India,
upon the occurrence of the trigger event, called the “Point of Non-
Viability (PONV) Trigger”.
b. The PONV Trigger event shall be the earlier of:
(i) a decision that a full and permanent write-off, without

which the Bank would become non-viable, is necessary, as
determined by the Reserve Bank of India; and
(ii) the decision to make a public sector injection of capital or

equivalent support, without which the Bank would have
become non-viable, as determined by the relevant authority.
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DISCLOSURE DOCUMENT
c. The write-off of any Common Equity Tier 1 capital shall not be

required before the write-off of any non-equity (Additional Tier 1
and Tier 2) regulatory capital instrument.
d. Such a decision would invariably imply that the write-off

consequent upon the trigger event must occur prior to any public
sector injection of capital so that the capital provided by the public
sector is not diluted.
e. The Bonds shall not carry any residual claims on the Bank which are
senior to equity/ ordinary shares of the Bank (or banking group
entity where applicable), following a trigger event and when write-
off is undertaken.
V. A Non-Viable Bank
For the purpose of these guidelines, the Bank shall be deemed as “non-
viable” if:
a. Owing to its financial and other difficulties, it may no longer remain

a going concern on its own in the opinion of the Reserve Bank of
India unless appropriate measures are taken to revive its operations
and thus, enable it to continue as a going concern. The difficulties
faced by a Bank should be such that they are likely to result in
financial losses and raising the Common Equity Tier 1 capital of the
Bank should be considered as the most appropriate way to prevent
the Bank from turning non-viable. Such measures shall include
write-off of Bonds in combination with or without other measures
as considered appropriate by the Reserve Bank of India.
b. In rare situations, the Bank may also become non-viable due to non-
financial problems, such as conduct of affairs of the Bank in a
manner which is detrimental to the interest of depositors, serious
corporate governance issues, etc. In such situations raising capital
shall not be considered a part of the solution and therefore, may not
attract provisions of this framework.
VI. Restoring Viability
The Bank facing financial difficulties and approaching a PONV shall be
deemed to achieve viability if within a reasonable time in the opinion of
the Reserve Bank of India, it shall be able to come out of the present
difficulties if appropriate measures are taken to revive it. The measures
including write-off of the Bonds/ public sector injection of funds are likely
to:
(i) Restore depositors’/ investors’ confidence;

(ii) Improve rating/ creditworthiness of the Bank and thereby
improve its borrowing capacity and liquidity and reduce cost
of funds; and
(iii) Augment the resource base to fund balance sheet growth in
the case of fresh injection of funds.
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DISCLOSURE DOCUMENT
VII. Other Requirements to be met by the Non-Common Equity Capital

Instruments to Absorb Losses at the PONV
a. The Bonds shall have a provision that requires the Bonds to be
permanently written off, at the option of the Reserve Bank of India,
upon the occurrence of the “Point of Non-Viability (PONV) Trigger.
b. The amount of Bonds to be written-off shall be determined by the

Reserve Bank of India.
c. If the Bank breaches the PONV trigger and the equity is replenished
through write-off of the Bonds, such replenished amount of equity
shall be excluded from the total equity of the Bank for the purpose
of determining the proportion of earnings to be paid out as dividend
in terms of rules laid down for maintaining capital conservation
buffer. However, once the Bank attains a total Common Equity ratio
of 8% without counting the replenished equity capital, that point
onwards, the Bank may include the replenished equity capital for all
purposes.
d. If the total CET1 ratio of the Bank falls again below the total
Common Equity ratio of 8%, it shall include the replenished capital
for the purpose of applying the capital conservation buffer
framework.
VIII. Criteria to determine the PONV
a. The above framework shall be invoked when the Bank is adjudged
by Reserve Bank of India to be approaching the point of non-
viability, or has already reached the point of non-viability, but in the
views of RBI:
(i) There is a possibility that a timely intervention in form of

capital support, with or without other supporting
interventions, is likely to rescue the Bank; and
(ii) If left unattended, the weaknesses would inflict financial

losses on the Bank and, thus, cause decline in its common
equity level.
b. The purpose of write-off of non-equity regulatory capital elements

shall be to shore up the capital level of the Bank. RBI would follow a
two-stage approach to determine the non-viability of the Bank. The
Stage 1 assessment would consist of purely objective and
quantifiable criteria to indicate that there is a prima facie case of the
Bank approaching non-viability and, therefore, a closer examination
of the Bank’s financial situation is warranted. The Stage 2
assessment would consist of supplementary subjective criteria
which, in conjunction with the Stage 1 information, would help in
determining whether the Bank is about to become non-viable. These
criteria shall be evaluated together and not in isolation.
c. Once the PONV is confirmed, the next step shall be to decide

whether rescue of the Bank would be through write-off alone or
write-off in conjunction with public sector injection of funds.
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DISCLOSURE DOCUMENT
d. The PONV Trigger shall be evaluated both at consolidated and solo

level and breach at either level will trigger write-off.
e. As the capital adequacy is applicable both at solo and consolidated

levels, the minority interests in respect of capital instruments issued
by subsidiaries of the Bank including overseas subsidiaries may be
included in the consolidated capital of the banking group only if
such instruments have pre-specified triggers (in case of AT1 capital
instruments)/ loss absorbency at the PONV (for all non-common
equity capital instruments).
f. The cost to the parent of its investment in each subsidiary and the
parent’s portion of equity of each subsidiary, at the date on which
investment in each subsidiary is made, is eliminated as per AS-21.
So, in case of wholly-owned subsidiaries, it would not matter
whether or not it has same characteristics as the Bank’s capital.
However, in the case of less than wholly owned subsidiaries (or in
the case of non-equity regulatory capital of the wholly owned
subsidiaries, if issued to the third parties), minority interests
constitute additional capital for the banking group over and above
what is counted at solo level; therefore, it should be admitted only
when it (and consequently the entire capital in that category) has
the same characteristics as the Bank’s capital.
g. If the Bank wishes the instrument issued by its subsidiary to be

included in the consolidated group’s capital in addition to its solo
capital, the terms and conditions of such instruments should specify
an additional trigger event.
h. Such additional trigger event shall be the earlier of:
(i) a decision that a write-off, without which the Bank or its

subsidiary would become non-viable, is necessary, as
determined by the Reserve Bank of India; and
(ii) the decision to make a public sector injection of capital, or

equivalent support, without which the Bank or its subsidiary
would have become non-viable, as determined by the Reserve
Bank of India. Such a decision would invariably imply that the
write-off consequent upon the trigger event must occur prior
to any public sector injection of capital so that the capital
provided by the public sector is not diluted.
i. In such cases, the subsidiary should obtain its regulator’s approval/

no-objection for allowing the capital instrument to be written-off at
the additional trigger point referred to above.
j. Any common shares paid as compensation to the holders of the

instrument must be common shares of either the issuing subsidiary
or the parent bank (including any successor in resolution).
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DISCLOSURE DOCUMENT
66. Eligible Investors 1. Public Financial Institutions as defined in section 2(72) of the
Companies Act, 2013;
2. Insurance Companies registered with the Insurance Regulatory and
Development Authority;
3. Scheduled Commercial Banks;
4. Co-operative Banks;
5. Regional Rural Banks authorized to invest in bonds/ debentures;
6. Provident Funds, Pension Funds, Gratuity Funds and Superannuation
Funds;
7. Mutual Funds registered with SEBI;
8. Foreign Institutional Investors registered with SEBI;
9. Companies falling within the meaning of section 2(20) of the
Companies Act, 2013 and bodies corporate authorised to invest in
bonds/ debentures;
10. Statutory Corporations established/ constituted under union/
central/ state legislature or under other applicable laws in India; and
11. Trusts, Association of Persons, Societies registered under the
applicable laws in India which are duly authorised to invest in bonds/
debentures.
The only above categories of investors may apply for the Bonds, subject to
applicable laws and subject to fulfilling their respective investment
norms/ rules by submitting all the relevant documents along with the
Application Form. Investors are required to independently verify their
eligibility to subscribe to the Bonds on the basis of norms/ guidelines/
parameters laid by their respective regulatory body including but not
limited to RBI, SEBI, IRDA, Government of India, Ministry of Finance,
Ministry of Labour etc.
67. Remittance of Applicants may make remittance of application money either through
Application Money cheque(s)/ demand draft(s) drawn in favour of “PNB BASEL III
Compliant AT-1 Bond Issue” and crossed “Account Payee Only” payable
at par at place/ centre where the application form is deposited or by way
of electronic transfer of funds through funds transfer/ RTGS mechanism
for credit in the account as per following details:
Name of the Banker Punjab National Bank
Account Name PNB BASEL III Compliant AT-1 Bond Issue
Credit into Current A/c No. 4776002900008331
IFSC Code PUNB0477600
Address of the Branch Punjab National Bank, BO Capital Market
Service Branch, BKC, Mumbai
Narration Application Money for Bond Issue
68. Transaction The Bank has executed/ shall execute the documents including but not
Documents limited to the following in connection with the Issue:
a. Letter appointing Debenture Trustee;

b. Debenture Trustee Agreement;
c. Rating Letter from CARE;
d. Rating Letter from IRRPL;
e. Tripartite Agreement between the Bank; Registrar and NSDL for
issue of Bonds in dematerialized form;
f. Tripartite Agreement between the Bank, Registrar and CDSL for
issue of Bonds in dematerialized form;
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DISCLOSURE DOCUMENT
g. Letter appointing Registrar and MoU entered into between the Bank
and the Registrar;
h. Application made to BSE for seeking its in-principle approval for
listing of Bonds;
i. Listing Agreement with BSE;
j. Letter appointing Sole Arranger to the Issue.
69. Conditions Precedent The subscription from Investors shall be accepted for allocation and
to Disbursement allotment by the Bank subject to the following:
a. Rating letters from CARE and IRRPL not being more than one month
old from the Issue Opening Date;
b. Letter from the Debenture Trustee conveying their consent to act as
Trustee for the holder(s) of Bonds;
c. Letter from BSE conveying its in-principle approval for listing of
Bonds.
70. Condition Subsequent The Bank shall ensure that the following documents are executed/
to Disbursement activities are completed as per time frame mentioned in the Disclosure
Document:
a. Credit of demat account(s) of the allottee(s) by number of Bonds
allotted within 2 (two) working days from the Deemed Date of
Allotment;
b. Making application to BSE within 15 days from the Deemed Date of
Allotment to list the Bonds and seek listing permission from BSE
within 20 days from the Deemed Date of Allotment;
Besides, the Bank shall perform all activities, whether mandatory or
otherwise, as mentioned in the Disclosure Document.
71. Applicable SEBI Securities and Exchange Board of India (Issue and Listing of Debt
Regulations Securities) Regulations, 2008 issued vide circular no. LAD-
NRO/GN/2008/13/127878 dated June 06, 2008, as amended by
Securities and Exchange Board of India (Issue and Listing of Debt
NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended by
Securities and Exchange Board of India (Issue and Listing of Debt
NRO/GN/2013-14/43/207 dated January 31, 2014, as amended.
72. Governing Law & The Bonds are governed by and shall be construed in accordance with the
Jurisdiction existing laws of India. Any dispute arising thereof shall be subject to the
jurisdiction of district courts of Mumbai, Maharashtra.
73. Sole Arranger to the A. K. Capital Services Limited
Issue
74. Issue Schedule* Issue Opening Date February 02, 2015
Issue Closing Date February 12, 2015
Pay-in Dates February 02, 2015 to February 12, 2015
Deemed Date of Allotment February 13, 2015
* The Bank reserves its sole and absolute right to modify (pre-pone/ post-pone) the above issue schedule
without giving any reasons or prior notice. In such a case, applicants shall be intimated about the revised time
schedule by the Bank. The Bank also reserves the right to keep multiple Date(s) of Allotment at its sole and
absolute discretion without any notice. In case if the Issue Closing Date/ Pay in Dates is/are changed (pre-
poned/ post-poned), the Deemed Date of Allotment may also be changed (pre-poned/ post-poned) by the
Bank at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon
Payment Dates and/or Call Option Due Date may also be changed at the sole and absolute discretion of the
Bank.
69
DISCLOSURE DOCUMENT
XXI. DISCLOSURE OF CASH FLOWS (as per SEBI Circular No: CIR/IMD/DF/18/2013 dated October
29, 2013)
In pursuance of SEBI circular no. CIR/IMD/DF/18/2013 dated October 29 2013, set forth below is an
illustration for guidance in respect of the day count convention and effect of holidays on payments.
Name of the Issuer Punjab National Bank

Face Value per Bond Rs. 10,00,000
Deemed Date of Allotment 13-Feb-15
Call Option Due Date 13-Feb-25 ( for illustration purpose, if bank exercises call option at the end
of 10 years from the date of issue) and thereafter on each Coupon Payment
Date i.e. February 13, each year.
Coupon / Interest Rate 9.15% p.a.
Frequency of the Interest First coupon payment shall be made on February 13, 2016(comprising of
Payment with specified dates interest/ coupon from and including the Deemed Date of Allotment upto
but excluding the first Coupon Payment Date) and subsequent coupon
payments shall be made on February 13, each year, upto Call Option Due
Date i.e. February 13, 2025 (it has been assumed that the Bank exercises
the Call Option at the end of 10th year from the Deemed Date of Allotment).
Day Count Convention Actual / Actual
Illustrative Cash Flows

Particulars Original Coupon Payment Modified Coupon Payment No. Amount
Dates and illustrative Call Dates and illustrative Call of per Bond
Option Due Date Option Due Date Days (in Rs.)
Deemed Date of Friday, February 13, 2015 Friday, February 13, 2015 -10,00,000
Allotment
1st Coupon Payment Saturday, February 13, 2016 Saturday, February 13, 2016 365 91,500
2nd Coupon Payment Monday, February 13, 2017 Monday, February 13, 2017 366 91,500
3rd Coupon Payment Tuesday, February 13, 2018 Tuesday, February 13, 2018 365 91,500
4th Coupon Payment Wednesday, February 13, Wednesday, February 13, 2019
2019 365 91,500
5th Coupon Payment Thursday, February 13, 2020 Thursday, February 13, 2020 365 91,500
6th Coupon Payment Saturday, February 13, 2021 Saturday, February 13, 2021 366 91,500
7th Coupon Payment Sunday, February 13, 2022 Monday, February 14, 2022 366 91,751
8th Coupon Payment Monday, February 13, 2023 Monday, February 13, 2023 364 91,249
9th Coupon Payment Tuesday, February 13, 2024 Tuesday, February 13, 2024 365 91,500
10th Coupon Payment Thursday, February 13, 2025 Thursday, February 13, 2025 366 91,500
Redemption of Thursday, February 13, 2025 Thursday, February 13, 2025 10,00,000
principal on account of
exercise of Call Option
on the illustrative Call
Option Due Date
Assumptions:
1. For the purpose of the above illustration, only Sundays have been considered as non-Business Days.
2. For the purpose of the above illustration, it has been assumed that the Bank shall exercise the Call
Option at the end of 10th year from the Deemed Date of Allotment.
Notes:
1. The 7th Coupon Payment Date is falling due on Sunday, February 13, 2022. Therefore 7th coupon
payment shall be made on the immediately succeeding Business Day (i.e. Monday, February 14, 2022) along
with interest for such additional period (1 day).
70
DISCLOSURE DOCUMENT
2. Interest for such additional period (1 day) so paid, shall be deducted out of the interest payable on
the next Coupon Payment Date (i.e. Monday, February 13, 2023).
THE AGGREGATE COUPON / INTEREST PAYABLE TO EACH BONDHOLDER SHALL BE ROUNDED OFF TO THE
NEAREST RUPEE AS PER THE FIXED INCOME MONEY MARKET AND DERIVATIVES ASOCIATION HANDBOOK
ON MARKET PRACTICES.
XXII. OTHER TERMS OF OFFER
AUTHORITY FOR THE ISSUE
The present issue of Bonds is being made pursuant to the resolution of the Board of Directors of the Bank,
passed at its meeting held on 23.12.2014 and the delegation provided there under.
The present issue of Bonds is being made in pursuance of Circular No. DBOD.No.BP.BC.6/21.06.201/2014-15
dated July 1, 2014 read with circular DBOD.No.BP.BC.38/21.06.201/2014-15 dated September 1, 2014 issued
by the Reserve Bank of India on Basel III capital regulations covering terms and conditions for issue of debt
capital instruments for inclusion as Tier 1 capital.
The Bank can issue the Bonds proposed by it in view of the present approvals and no further internal or
external permission/ approval(s) is/ are required by it to undertake the proposed activity.
The Bonds offered are subject to provisions of the Securities Contract Regulation Act, 1956, Banking
Companies (Acquisition and Transfer of Undertakings) Act, 1970, terms of this Disclosure Document,
Instructions contained in the Application Form and other terms and conditions as may be incorporated in the
Trustee Agreement. Over and above such terms and conditions, the Bonds shall also be subject to the
applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines, notifications and
regulations relating to the allotment & issue of capital and listing of securities issued from time to time by the
Government of India (GoI), Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI),
concerned Stock Exchange or any other authorities and other documents that may be executed in respect of
the Bonds. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the district
courts of city of Mumbai.
AN UNDERTAKING THAT THE ISSUER SHALL USE A COMMON FORM OF TRANSFER

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the
NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules
notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized
form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery
instructions containing details of the buyer’s DP account to his depository participant.
The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the
absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in
the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with
the transferor(s) and not with the Bank.
The Bank undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of
this Disclosure Document.
TERMS AND CONDITIONS OF THE ISSUE
This is a confidential Disclosure Document setting out the terms and conditions pertaining to issue of
Unsecured, Subordinated, Fully Paid-Up, Non-Convertible, Basel III Compliant, Perpetual Debt Instruments in
the nature of Debentures for inclusion in Additional Tier I Capital of face value of Rs. 10.00 lacs each for cash
at par aggregating to Rs. 1,000 crores with an option to retain oversubscription of upto Rs. 500 crores on
private placement basis to be issued by PUNJAB NATIONAL BANK (hereinafter referred to as the “PNB”/ the
“Issuer”/ the “Bank”). Your participation is subject to the completion and submission of Application Form
along with application money and acceptance of the offer by the Bank.
71
DISCLOSURE DOCUMENT
72
DISCLOSURE DOCUMENT
TERMS OF PAYMENT
The full face value of the Bonds applied for is to be paid along with the Application Form. Investor(s) need to
send in the Application Form and the cheque(s)/ NEFT/ RTGS for the full face value of the Bonds applied for.
Amount Payable on
Face Value Per Bond Minimum Application for
Application per Bond
Rs. 10,00,000/- 10 Bonds and in multiple(s) of 1 Bond Rs. 10,00,000/-
(Rupees Ten Lacs Only) thereafter (Rupees Ten Lacs Only)
DEEMED DATE OF ALLOTMENT
Interest on Bonds shall accrue to the Bondholder(s) from February 13, 2015, which shall be the Deemed Date
of Allotment. All benefits relating to the Bonds will be available to the investors from the Deemed Date of
Allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment.
The Bank reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and
absolute discretion without any notice. In case if the issue closing date is changed (preponed/ postponed), the
Deemed Date of Allotment may also be changed (preponed/ postponed) by the Bank at its sole and absolute
discretion.
MINIMUM SUBSCRIPTION
As the current issue of Bonds is being made on private placement basis, the requirement of minimum
subscription shall not be applicable and therefore the Bank shall not be liable to refund the issue
subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain
percentage of issue size.
BASIS OF ALLOCATION / ALLOTMENT
The Issuer reserves the right to reject any/all applications fully or partially at its sole discretion, without
assigning any reason whatsoever.
MARKET LOT
The market lot will be one Bond (“Market Lot”). Since the Bonds are being issued only in dematerialised form,
the odd lots will not arise either at the time of issuance or at the time of transfer of Bonds.
The market lot will be 1 Bond of the face value of Rs.10 lacs (Rupees Ten Lacs Only).
TRADING OF BONDS
The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of Rs. 10 Lacs each.
Trading of Bonds would be permitted in demat mode only in standard denomination of Rs. 10 Lacs and such
trades shall be cleared and settled in recognized stock exchange(s) subject to conditions specified by SEBI. In
case of trading in Bonds which has been made over the counter, the trades shall be reported on a recognized
stock exchange having a nationwide trading terminal or such other platform as may be specified by SEBI.
73
DISCLOSURE DOCUMENT
EFFECT OF HOLIDAYS (as per SEBI circular dated October 29, 2013)
If any Coupon/ Interest Payment Date falls on a day that is not a Business Day, the payment shall be made by
the Bank on the immediately succeeding Business Day along with interest for such additional period. Further,
interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon
Payment Date.
If the Call Option Due Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a
Business Day, the Call Option Price shall be paid by the Bank on the immediately preceding Business Day
along with interest accrued on the Bonds until but excluding the date of such payment.
In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business
Day shall be considered as the Record Date.
REDEMPTION
The Bonds are perpetual hence non-redeemable.
DEPOSITORY ARRANGEMENTS
The Bank has appointed Alankit Assinments Ltd. Delhi as Registrars & Transfer Agent for the present Bond
issue. The Bank shall make necessary depository arrangements with National Securities Depository Ltd.
(NSDL) and Central Depository Services (India) Ltd. (CDSL) for issue and holding of Bond in dematerialized
form. In this context the Bank has signed two tripartite agreements as under:
 Tripartite Agreement between the Bank, RTA and National Securities Depository Ltd. (NSDL) for
offering depository option to the investors.
 Tripartite Agreement between the Bank, RTA and Central Depository Services (India) Ltd. (CDSL) for
offering depository option to the investors.
Investors can hold the Bonds only in dematerialized form and deal with the same as per the provisions of
Depositories Act, 1996 as amended from time to time.
LIST OF BENEFICIAL OWNERS
The Bank shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date.
This shall be the list, which shall be considered for payment of interest or repayment of principal amount (in
case of exercise of Call Option).
LETTER OF ALLOTMENT AND BOND CERTIFICATE
The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central
Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 days
from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On
completion of the all statutory formalities, such credit in the account will be akin to a Bond Certificate.
ISSUE OF BOND CERTIFICATE(S)
Subject to the completion of all statutory formalities within time frame prescribed in the relevant
regulations/ act/ rules etc, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the
investor would be replaced with the number of Bonds allotted. The Bonds since issued in electronic
(dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and
Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/
Depository Participant from time to time and other applicable laws and rules notified in respect thereof. The
Bonds shall be allotted in dematerialized form only.
74
DISCLOSURE DOCUMENT
DISPATCH OF REFUND ORDERS
The Bank shall ensure dispatch of Refund Order(s) by Registered Post only and adequate funds for the
purpose shall be made available to the Registrar to the Issue by the Issuer Bank.
JOINT-HOLDERS
Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint
tenants with benefits of survivorship subject to other provisions contained in the Articles.
SHARING OF INFORMATION
The Bank may, at its option, use on its own, as well as exchange, share or part with any financial or other
information about the Bond holders available with the Bank, with its subsidiaries and affiliates and other
banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the
Bank or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.
MODE OF TRANSFER OF BONDS
Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the
NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules
notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized
form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery
instructions containing details of the buyer’s DP account to his depository participant.
Transfer of Bonds to and from NRIs/ OCBs, in case they seek to hold the Bonds and are eligible to do so, will
be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer
formalities are completed prior to the Record Date. In the absence of the same, interest will be paid will be
made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the
transferee(s) would need to be settled with the transferor(s) and not with the Bank.
SUCCESSION
In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders
for the time being, the Bank shall recognize the executor or administrator of the deceased Bond holder, or the
holder of succession certificate or other legal representative as having title to the Bond(s). The Bank shall not
be bound to recognize such executor or administrator, unless such executor or administrator obtains probate,
wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or
other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The
Bank may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of
administration or succession certificate or other legal representation, in order to recognize such holder as
being entitled to the Bond (s) standing in the name of the deceased Bond holder on production of sufficient
documentary proof or indemnity.
Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to
be complied with:
 Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was
acquired by the NRI as part of the legacy left by the deceased holder.
 Proof that the NRI is an Indian National or is of Indian origin.
Such holding by the NRI will be on a non-repatriation basis.
75
DISCLOSURE DOCUMENT
RIGHT TO ACCEPT OR REJECT APPLICATIONS
The Bank reserves it’s full, unqualified and absolute right to accept or reject any application, in part or in full,
without assigning any reason thereof. The rejected applicants will be intimated along with the refund
warrant, if applicable, to be sent. Interest on application money will be paid from the date of realization of the
cheque(s)/ demand drafts(s)/RTGS till one day prior to the date of refund. The application forms that are not
complete in all respects are liable to be rejected and would not be paid any interest on the application money.
Application would be liable to be rejected on one or more technical grounds, including but not restricted to:
 Number of Bonds applied for is less than the minimum application size;
 Applications exceeding the issue size;
 Bank account details not given;
 Details for issue of Bonds in electronic/ dematerialized form not given; PAN/GIR and IT
Circle/Ward/District not given;
 In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc
relevant documents not submitted;
In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds
will be refunded, as may be permitted.
FICTITIOUS APPLICATIONS
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of section 38 of the
Companies Act, 2013 which is reproduced below:
“Any person who—
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name.
Shall be liable for action under section 447.”
FUTURE BORROWINGS
The Bank shall be entitled, from time to time, to make further issue of bonds and / or Bonds and other such
instruments to the public / members of the Bank / banks / financial institutions / bodies corporate /mutual
funds and / or any other person(s) and /or to raise further loans, advances and/or avail of further financial
and / or guarantee facilities from all or any of the above without obtaining the approval of the Bondholders
and/or the Trustee.
RIGHTS OF BOND HOLDER(S)
The Bond holders will not be entitled to any rights and privileges of share holders other than those available
to them under statutory requirements. The Bonds shall not confer upon the holders the right to receive
notice, or to attend and vote at the general meetings of shareholders of the Bank. The principal amount and
interest, if any, on the Bonds will be paid to the sole holder only, and in the case of joint holders, to the one
whose name stands first in the Register of Bond holders. The Bonds shall be subject to other usual terms and
conditions incorporated in the Bond certificate(s) that will be issued to the allottee (s) of such Bonds by the
Bank and also in the Trustee Agreement / Trust Deed.
76
DISCLOSURE DOCUMENT
MODIFICATION OF RIGHTS
The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with
the consent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding
amount of the Bonds or with the sanction accorded pursuant to a resolution passed at a meeting of the
Bondholders, provided that nothing in such consent or resolution shall be operative against the Bank where
such consent or resolution modifies or varies the terms and conditions of the Bonds, if the same are not
acceptable to the Bank.
BONDHOLDER NOT A SHAREHOLDER
The bondholders will not be entitled to any of the rights and privileges available to the shareholders. If,
however, any resolution affecting the rights attached to the Bonds is placed before the members of the Bank,
such resolution will first be placed before the bondholders through the Trustees for their consideration.
NOTICES
All notices required to be given by the Issuer or by the Trustees to the Bondholders shall be deemed to have
been given if sent by ordinary post/ courier to the original sole/ first allottees of the Bonds and/ or if
published in one All India English daily newspaper and one regional language newspaper.
All notices required to be given by the Bondholder(s), including notices referred to under “Payment of
Interest” shall be sent by registered post or by hand delivery to the Issuer or to such persons at such address
as may be notified by the Issuer from time to time.
ADDITIONAL COVENANTS
1. DELAY IN LISTING
The Bank shall make an application to BSE within 15 days from the Deemed Date of Allotment to list the
Bonds and seek listing permission from BSE within 20 days from the Deemed Date of Allotment. In case of
delay in listing of Bonds beyond 20 days from the Deemed Date of Allotment, the Bank shall pay penal
interest at the rate of 1.00% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of
Allotment till the listing of the Bonds to the investors. Such penal interest shall be paid by the Bank to the
Bondholders on the first Coupon Payment Date.
2. REFUSAL OF LISTING
If listing permission is refused before the expiry of the 20 days from the Deemed Date of Allotment, the Bank
shall forthwith repay all monies received from the applicants in pursuance of the Disclosure Document
along with penal interest at the rate of 1.00% p.a. over the Coupon Rate from the expiry of 20 days from the
Deemed Date of Allotment. If such monies are not repaid within 8 days after the Issuer becomes liable to
repay it (i.e. from the date of refusal or 20 days from the Deemed Date of Allotment, whichever is earlier),
then the Bank and every director of the Bank who is an officer in default shall, on and from the expiry of 8
days, shall be jointly and severally liable to repay the money, with interest at the rate of 15% p.a. on the
application money.
3. DELAY/ DEFAULT
In case of delay/ default in payment of interest/ coupon on the due dates (other than in the event of
cancellation or non-payment of any interest/ coupon pursuant to “Coupon Discretion” clause), the Bank shall
pay additional interest/ coupon at the rate of 2.00% p.a. over the Coupon Rate for the defaulting period i.e.
the period commencing from and including the date on which such amount becomes due and upto but
excluding the date on which such amount is actually paid.
77
DISCLOSURE DOCUMENT
PAN/GIR NUMBER
All applicants should mention their Permanent Account Number or the GIR Number allotted under Income
Tax Act, 1961 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number
has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space
provided.
TAX DEDUCTION AT SOURCE
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment
thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income
Tax Act, 1961, if any, must be lodged at the registered office of the Bank or at such other place as may be
notified by the Bank in writing, at least 30 (thirty) calendar working days before the interest payment dates.
Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money,
should be submitted along with the application form. Where any deduction of Income Tax is made at source,
the bank shall send to the Bondholder(s) a Certificate of Tax Deduction at Source. Regarding deduction of tax
at source and the requisite declaration forms to be submitted, prospective investors are advised to consult
their own tax consultant(s).
Tax Deducted at source will paid to Income tax authorities on accrual or payment whichever is earlier basis
TAX BENEFITS TO THE BOND HOLDERS OF THE BANK
The holder(s) of the Bonds are advised to consider in their own case, the tax implications in respect of
subscription to the Bonds after consulting their own tax advisor/ counsel.
SIGNATURES
Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested
by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.
ACKNOWLEDGEMENTS
No separate receipts will be issued for the application money. However, the Bankers to the Issue receiving the
duly completed Application Form will acknowledge receipt of the application by stamping and returning to
the applicant the acknowledgement slip at the bottom of each Application Form.
THE DISCOUNT AT WHICH SUCH OFFER IS MADE AND THE EFFECTIVE PRICE FOR THE INVESTOR AS A
RESULT OF SUCH DISCOUNT
The Bonds are being issued at face value and not at discount to offer price.
78
DISCLOSURE DOCUMENT
XXIII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE

BANK
By very nature of its business, the Bank is involved in a large number of transactions involving financial
obligations and therefore it may not be possible to furnish details of all material contracts and agreements
involving financial obligations of the Bank. However, the contracts referred to in Para A below (not being
contracts entered into in the ordinary course of the business carried on by the Bank) which are or may be
deemed to be material have been entered into by the Bank. Copies of these contracts together with the copies
of documents referred to in Para B may be inspected at the Head Office of the Bank between 10.00 a.m. and
2.00 p.m. on any working day until the issue closing date.
A. MATERIAL CONTRACTS
a) Copy of letter appointing Registrar and Transfer Agents and copy of Agreement entered into
between the Bank and the Registrar.
b) Copy of letter appointing Sole Arranger to the Issue.
c) Copy of letter appointing Trustees to the Bondholders.
B. DOCUMENTS
a) The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, as amended from
time to time.
b) Board Resolution dated 23.12.2014 authorizing issue of Bonds offered under terms of this
Disclosure Document.
c) Letter of consent from the IDBI Trusteeship Services Ltd. for acting as trustees for and on behalf of
the holder(s) of the Bonds.
d) Letter of consent from the M/s Alankit Assignments Ltd. for acting as Registrars to the Issue.
e) Application made to BSE for grant of in-principle approval for listing of Bonds.
f) Letter from CARE and IRRPL conveying the credit rating for the Bonds.
g) Tripartite Agreement between the Bank, NSDL and Registrars for issue of Bonds in dematerialized
form.
h) Tripartite Agreement between the Bank, CDSL and Registrars for issue of Bonds in dematerialized
form.
79
DISCLOSURE DOCUMENT
XXIV. DECLARATION
The Bank undertakes that this Disclosure Document contains full disclosures in accordance with Securities
and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular
no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended by Securities and Exchange Board of
India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-
NRO/GN/2012-13/19/5392 dated October 12, 2012 as amended by Securities and Exchange Board of India
(Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-
NRO/GN/2013-14/43/207 dated January 31, 2014, as amended.
The Bank also confirms that this Disclosure Document does not omit disclosure of any material fact which
may make the statements made therein, in light of the circumstances under which they are made,
misleading. This Disclosure Document also does not contain any false or misleading statement.
The Bank accepts no responsibility for the statement made otherwise than in this Disclosure Document or
in any other material issued by or at the instance of the Bank and that anyone placing reliance on any other
source of information would be doing so at his own risk.
Signed pursuant to internal authority granted for Punjab National Bank.
Authorised Signatory
Name: V. K. Kathuria
Designation: General Manager (Treasury)
Place: Mumbai
Date: January 30, 2015
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DISCLOSURE DOCUMENT
Annexures
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DISCLOSURE DOCUMENT

PRIVATE & CONFIDENTIAL – FOR PRIVATE CIRCULATION ONLY

PUNJAB NATIONAL BANK

Head Office: 7, Bhikaji Cama Place, New Delhi - 110 066

DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF UNSECURED, SUBORDINATED, FULLY PAID-

ISSUER’S ABSOLUTE RESPONSIBILITY

MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS

1. DISCLAIMER OF THE ISSUER

2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

3. DISCLAIMER OF SOLE ARRANGER TO THE ISSUE

4. DISCLAIMER OF THE STOCK EXCHANGE

5. DISCLAIMER IN RESPECT OF JURISDICTION

6. DISCLAIMER BY THE RESERVE BANK OF INDIA

II. DEFINITIONS / ABBREVIATIONS

III. ISSUER INFORMATION: NAME AND ADDRESS OF THE FOLLOWING:

SR. No PARTICULARS : DETAILS

ii CORPORATE OFFICE OF THE ISSUER

iii COMPLIANCE OFFICER FOR THE ISSUE

iv CHIEF FINANCIAL OFFICER FOR THE ISSUER

v DEBENTURE TRUSTEE FOR THE ISSUE

vi REGISTRAR TO THE ISSUE

vii CREDIT RATING AGENCIES

B Name : India Ratings & Research Pvt. Ltd.

viii INTERNAL LEGAL ADVISOR FOR THE ISSUE

ix EXTERNAL LEGAL ADVISOR FOR THE ISSUE

x STATUTORY AUDITORS OF THE ISSUER

B Name : M/s G S Madhava Rao & Co.

C Name : M/s. Phillipos & Co.

D Name : M/s. K.N. Gutgutia & Co

E Name : M/s. CVK & Associates

F Name : M/s. Ramesh Kapoor & Co.

xi SOLE ARRANGER TO THE ISSUE

IV. DETAILS OF DIRECTORS OF THE ISSUER

NAMES AND ADDRESSES OF THE CURRENT DIRECTORS OF THE ISSUER

Sr. Name, Designation Age Address Director of Details of Other

9 Devinder Kumar 49 H.No 2518, 21.03.2012 1. Chandigarh Industrial

CHANGE IN DIRECTORS OF THE ISSUER SINCE LAST THREE YEARS

Sr. Name of Director Designation From To Reasons/Remarks

5 Rakesh Sethi Executive Director 01.01.2011 11.03.2014 Elevated to CMD,

7 Usha Executive Director 19.07.2011 11.11.2013 Elevated to CMD,

14 B.P. Kanungo RBI Director 31.05.2013 - Appointment

15 T.C. Jhalani Workmen 08.03.2013 - Appointment

18 Aradhana Misra Part Time Non- 21.11.2013 17.05.2014 Resigned

20 G.P. Khandelwal Part Time Non- 24.01.2014 - Nomination

V. DETAILS OF AUDITORS OF THE ISSUER

Name Regn No. Address and Contact No. Auditor of the

DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS

Name Address Date of Date of Auditor of the

M/s Borkar & 21/168, Anand Nagar Om Dec.’11 Continuing Dec.’11

HIGHLIGHTS OF THE BANK AS ON 31ST MARCH 2014

BACKGROUND OF THE BANK

PNB’S SUBSIDIARIES, REGIONAL RURAL BANKS AND JOINT VENTURES

PNB Gilts Ltd.

The total out right turnover ratio is 10.36%.

PNB Housing Finance Ltd.

PNB Investment Services Ltd.

PNB Insurance Broking Pvt. Ltd.

The Bank has the following joint ventures:

1. Principal PNB Asset Management Company Pvt. Ltd.