Axis Bank - Placement Document

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached pre-numbered placement document of Axis Bank Limited (the “Bank”) in relation to the proposed qualified institutions placement of the equity shares of the Bank (“Placement Document”). You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Placement Document. In accessing the Placement Document, you acknowledge and agree to be bound by the following restrictions, terms and conditions, including any modifications to it from time to time, each time you receive any information from us as a result of such access. You acknowledge that access to the attached Placement Document is intended for use by you only and you agree not to forward this on to any other person, internal or external, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person, other than to your affiliates and our and their respective members, directors, officers, employees, agents, advisors and funding sources (on a need to know basis).

THE PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED, IN WHOLE OR IN PART, TO ANY U.S. ADDRESS. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933 (“SECURITIES ACT”) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

INVESTING IN THE EQUITY SHARES DESCRIBED IN THE PLACEMENT DOCUMENT INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE EQUITY SHARES, UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE SECTION TITLED “RISK FACTORS” AS WELL AS INFORMATION CONTAINED ELSEWHERE IN THE ATTACHED PLACEMENT DOCUMENT BEFORE MAKING AN INVESTMENT DECISION.

Confirmation of Your Representation: You are accessing the attached Placement Document on the basis that you have confirmed your representation, agreement and acknowledgement to each of Axis Capital Limited, Citigroup Global Markets India Private Limited, Credit Suisse Securities (India) Private Limited, J.P. Morgan India Private Limited, BNP Paribas, HSBC Securities and Capital Markets (India) Private Limited, SBI Capital Markets Limited and UBS Securities India Private Limited (the “Book Running Lead Managers”) and to the Bank that (1) (i) you received the attached Placement Document; (ii) you are not a resident in a country where delivery of the Placement Document by electronic transmission may not be lawfully made in accordance with the laws of the applicable jurisdiction; (iii) you are not located within the United States, as defined in Regulation S under the Securities Act and, to the extent you subscribe to or purchase the Equity Shares described in the attached Placement Document, you will be doing so in an offshore transaction pursuant to Regulation S under the Securities Act; OR (iv) you are acting on behalf of, or you are, a qualified institutional buyer as defined in Rule 144A under the Securities Act; AND (2) you consent to delivery of the attached Placement Document and any amendments or supplements thereto by electronic transmission.

The attached Placement Document has been made available to you in electronic form. You are reminded that documents transmitted through this medium may be altered or changed during the process of transmission and consequently none of the Bank or the Book Running Lead Managers or any of their respective directors, officers, employees, agents, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Placement Document distributed to you in electronic form and the physical copy. We will provide a physical copy to you upon request.

Restrictions: The Preliminary Placement Document was furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling you, as a Bidder, to consider the subscription to or purchase of the Equity Shares described in the Preliminary Placement Document and in this Placement Document. An investment decision should only be made on the basis of the Preliminary Placement Document. In making an investment decision, investors must have relied on their own examination of the merits and risks involved. No representation or warranty, express or implied is made or given by or on behalf of any of the Book Running Lead Managers named herein, or any person who controls it or any director, officer, employee, agent or representative of it or affiliate of such person as to the accuracy, completeness or fairness of the information or opinions contained in the Preliminary Placement Document and in this Placement Document and such persons do not accept responsibility or liability for any such information or opinions. 

THE EQUITY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Except with respect to eligible investors in jurisdictions where such issue is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation or solicitation by or on behalf of the Bank or any of the Book Running Lead Managers to subscribe to or purchase, the Equity Shares described therein, and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Book Running Lead Managers or any of their affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by Book Running Lead Managers or their eligible affiliates on behalf of the Bank in such jurisdiction.

You are reminded that you have accessed the attached Placement Document on the basis that you are a person into whose possession the Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not and you are not authorized to deliver or forward this document, electronically or otherwise, to any other person, other than to our affiliates and our and their respective members, directors, officers, employees, agents, advisors and funding sources (on a need to know basis). The materials relating to the offering of Equity Shares referred to in this Placement Document do not constitute, and may not be used in connection with, an offer, invitation to offer or solicitation in any place where offers, invitations to offer or solicitations are not permitted by law. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to subscribe to or purchase the Equity Shares described therein.

This e-mail and the attached Placement Document are intended only for use by the addressee named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this e-mail or the attached Placement Document, you are hereby notified that any dissemination, distribution or copying of this e-mail or the attached Placement Document is strictly prohibited. If you have received this e-mail and the attached Placement Document in error, please immediately notify us by reply email and destroy any printouts of the e-mail and this Placement Document.

Actions that You May Not Take: You should not reply by e-mail to this announcement, and you may not subscribe to or purchase any Equity Shares by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored, rejected or deleted, except as specified above.

YOU ARE NOT AUTHORIZED TO, AND YOU MAY NOT, FORWARD OR DELIVER THE ATTACHED PLACEMENT DOCUMENT, ELECTRONICALLY OR OTHERWISE, OR DISCLOSE THE CONTENTS OF THE PLACEMENT DOCUMENT TO ANY OTHER PERSON OR REPRODUCE IN WHOLE OR IN PART SUCH PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

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