Bank of baroda

BANK OF BARODA
7.
Neither the Promoter nor our Directors have purchased or sold any Equity Shares, directly or indirectly, during a
period of six months preceding the date on which this Red Herring Prospectus was filed with SEBI. None of our
Directors, the Promoter and the BRLMs have entered into any buyback and/or standby arrangements for the
purchase of our Equity Shares from any person.
8.
The Bank has not raised any bridge loan against the proceeds of this Issue. For details on use of proceeds, see the
section titled “Objects of the Issue” on page 25 of this Red Herring Prospectus.
9.
In the Issue to the Public, in case of over-subscription in all categories, up to 50% of the Issue to the Public shall
be available for allocation on a proportionate basis to Qualified Institutional Buyers (including the 5% of the QIB
portion available for Mutual Funds), not less than 15% of the Issue to the Public shall be available for allocation on
a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue to the Public shall be
available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at
or above the Issue Price. In case of undersubscription in any category, the same shall be allowed to be met
through oversubscription in any other category, including the Employee Reservation Portion. The overall allotment
shall be subject to the condition that the Non-Resident holding in the Bank shall not exceed 20% of our post issue
paid up capital.
The Issue includes an Employee Reservation Portion of 7,100,000 Equity Shares which are available for allocation
to Eligible Employees on a proportionate basis. Under-subscription, if any, in the Employee Reservation Portion,
would be allowed to be met first with spill over from the Retail Portion and then from any other category.
10.
A Bidder in the Issue cannot make a Bid for more than the number of Equity Shares offered in the Net Issue. This
is further subject to the maximum limit of investment prescribed under relevant laws applicable to each category of
investor.
11.
There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights
issue or in any other manner during the period commencing from submission of the Red Herring Prospectus with
SEBI until the Equity Shares offered hereby have been listed.
12.
The Bank presently does not have any intention or proposal to alter its capital structure for a period of six months
commencing from the date of opening of this Issue, by way of split/ consolidation of the denomination of Equity
Shares or further issue of Equity Shares or securities convertible into Equity Shares, whether on a preferential basis
or otherwise. However, during such period or at a later date, we may undertake an issue of shares or securities
linked to equity shares to finance an acquisition, merger or joint venture by us or as consideration for such
acquisition, merger or joint venture, or for regulatory compliance or such other scheme of arrangement if an
opportunity of such nature is determined by our Board to be in the interest of the Bank.
13.
There will be only one denomination of the Equity Shares of the Bank unless otherwise permitted by law and the
Bank shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
14.
Under Section 3A of the Bank Acquisition Act, no notice of any trust, express, implied or constructive, shall be
entered in the register or be receivable by the Bank. In terms of this Section, while trusts could make investments
in Equity Shares of the Bank, this could be only in the name of the trustees and no details of the trust would be
taken cognisance of by the Bank in its Register of Shareholders.
15.
Section 3(2E) of the Bank Acquisition Act provides that no shareholder other than GoI shall be entitled to exercise
voting rights in respect of any equity shares held by him/her in excess of one per cent of the total voting rights of
all the shareholders of the Bank.
16.
The Bank has not issued any Equity Shares out of revaluation reserves or any Equity Shares for consideration
other than cash, within a period of two years preceding the date of this Red Herring Prospectus.
17.
We have 132,819 members as of Decemeber 2, 2005.

---

25