PRESENED BYDIMPLEVISHALCHETANBATCH : J1

ABOUT ING

ING Vysya Bank Ltd is a premier private sector bank with

retail, private and wholesale banking platforms that serve over two million customers. With over 80 years of history in India and

leveraging ING’s global financial expertise, the bank offers a broad

range of innovative and 5 established products and services,

across its 573 branches. The Bank, which has close to 10,000

employees, is also listed in Bombay Stock Exchange Limited and National Stock Exchange of

India Limited.

ING Vysya Bank was ranked among top 5 Most Trusted

Brands among private sector banks in India in the

Economic Times Brand Equity – Nielsen survey 2011.

ING is a global financialinstitution of Dutch originoffering banking servicesthrough its operating companyING Bank and holdssignificant stakes in listedinsurers NN Group NV andVoya Financial, Inc. INGBank’s 53,000 employeesoffer retail and commercialbanking services to customersin over 40 countries.

ABOUT ING

ING Group, which owns ~43% in ING Vysya, has indicated that it supports the proposed transaction. ING Group will become the largest non-promoter shareholder in combined Kotak.

ING Group and Kotak intend to explore areas of cooperation in cross borderbusiness, on the basis of a Framework for Future Cooperation that has beenentered into, subject to mutual agreement on specific terms and all laws andregulations.

In addition to the experts who undertook valuation and issued fairnessopinions, Ernst & Young LLP undertook due diligence review of INGVysya for Kotak, and Amarchand & Mangaldas were legal advisors toKotak. PricewaterhouseCoopers Private Limited carried out due diligencefor ING Vysya and AZB & Partners were ING Vysya’s legal advisors.

ABOUT KOTAK MAHINDRABANK

Established in 1985, the Kotak Mahindra Group is one ofIndia’s leading financial services conglomerates. InFebruary 2003, Kotak Mahindra Finance Ltd. (KMFL), theGroup’s flagship company, received a banking license fromthe Reserve Bank of India (RBI). With this, KMFL becamethe first non-banking finance company in India to become abank – Kotak Mahindra Bank Limited.

The consolidated balance sheet of Kotak Mahindra Group isover Rs. 1.34 lakh crore and the consolidated net worth ofthe Group stands at Rs. 20,554 crore (approx US$ 3.3billion) as on September 30, 2014.

The Group offers a wide range of financial services thatencompass every sphere of life. From commercial banking,to stock broking, mutual funds, life insurance andinvestment banking, the Group caters to the diverse financialneeds of individuals and the corporate sector.

The Group has a wide distribution network through branchesand franchisees across India, and international offices inLondon, New York, Dubai, Abu Dhabi, Mauritius andSingapore.

MERGER APPROVED

Mumbai, November 20, 2014:The Board of Directors of KotakMahindra Bank Ltd (“Kotak”)and the Board of Directors ofING Vysya Bank Ltd (“INGVysya”) at their respectivemeetings held today haveapproved an all-stockamalgamation of ING Vysya withKotak.

The amalgamation is subject tothe approval of the shareholdersof Kotak and ING Vysyarespectively, Reserve Bank ofIndia under the BankingRegulation Act, the CompetitionCommission of India and suchother regulatory approvals asmay be required.

Upon obtaining all approvals,when the merger becomeseffective, ING Vysya will mergewith Kotak.

Shareholders of ING Vysya will receive shares of Kotak in exchange of shares inING Vysya at the approved share exchange (“swap”) ratio.

All shareholders of Kotak and ING Vysya will participate thereafter in the (merged) Kotak business.

All ING Vysya branches and employees will become Kotak branches and employees.

ING Vysya’s CEO designate, Mr Uday Sareen, will be inducted into the top management of Kotak reporting directly to Mr Uday Kotak, Executive Vice Chairman and Managing Director of Kotak.

MERGER APPROVED

MERGER TERMS

The Boards of Kotak and ING Vysya respectively considered the results of a duediligence review covering areas such as advances, investments, deposits,properties & branches, liabilities, material contracts etc.

Accordingly ING Vysya shareholders will receive 725 shares in Kotak for 1,000shares of ING Vysya. The share exchange ratio is considered fair and reasonablegiven the underlying value of ING Vysya, as also giving shareholders the abilityto benefit from the potential that can be realised upon merging into Kotak.This exchange ratio indicates an implied price of Rs.790 for each ING Vysyashare based on the average closing price of Kotak shares during one month toNovember 19, 2014, which is a 16% premium to a like measure of ING Vysyamarket price.

The proposed merger would result in issuance of approximately 15.2% of theequity share capital of the merged Kotak.

One of ING Vysya’s directors will be joining the Board of Directors of Kotak.

STRATEGIC RATIONALE ANDBENEFITS

Kotak, with 641 branches and relatively deeper presence in the West and North, has a differentiated proposition for various customer segments including HNIs,

deep corporate relationships including emerging corporates, a wide product portfolio, including agricultural finance and consumer loans, and a robust capital

position.

ING Vysya has a strong customer franchise for over 8 decades, with a national branch network of 573 branches and deep presence in South India, particularly in Andhra Pradesh, Telengana and Karnataka. ING Vysya has a large customer

base across all segments. It is particularly noted for a best-in-class SME Business, as also for serving large international corporates in India by access to the

international relationships of ING Group.

The combined Kotak will have 1,214 branches, with a wide-spread pan-India network, getting both breadth and depth given the strong geographic

complementarity between Kotak and ING Vysya.

Substantial efficiencies will arise out of the proposed merger, which is likely to result in significant benefits for all stakeholders, be it shareholders, employees or

customers, and ultimately the banking industry.

Kotak has been rated among the best employers in the country

and is renowned for its employee orientation and

retention of talent. ING Vysya has a diverse set of employees, who have expertise in dealing

with different customer segments. The combined entity

will generate ample career opportunities for staff as well as

a wider array of products to serve their customers, aided by

management development opportunities across different

businesses of Kotak Group.

Both organizations have strong cultures and employee best practices and the combined

entity will work towards imbibing these and building a

world-class organization.

STRATEGIC RATIONAL AND BENEFITS

BENEFITS OF KOTAK MAHINDRABANK

"The amalgamation would give Kotak access to ING Vysya's 573 branches (90% of Kotak's current branchnetwork). An important point to note is that Kotak doesn't have branch presence in 65 per cent of INGVysya's current branch locations.

"The deal, if concluded as a full share swap deal, will help reduce the promoter stake at Kotak Bankfrom 40.07 per cent to 33 per cent. Note, the RBI has mandated that Kotak Bank reduce its promoterholding to 30% by December 2016 and 20% by March 2018," Morgan Stanley said in a report.

"The acquisition will increase Kotak's number of branches from 600 in FY14 to 1,200 branches and giveaccess to ING's SME platform. ING Vysya's key strength is in SME," Nomura said in a report.

"With Kotak trading at 4x FY15F book, ING Vysya's acquisition at 2.2x will be highly EPS and book-accretive - at these valuations, the deal will be 7-8 per cent EPS-accretive and over 10 per cent book-accretive.

"CASA ratios for Kotak and ING Vysya at 32-33% are very similar, but since SME banking is CASA-heavy,liability franchise in the long run would benefit," it said.

KOTAK AND ING DEAL

Shares of Kotak Mahindra Bank and ING Vysya have hittheir respective 52-week high as the two announced adecision to merge in a $2.5 billion or Rs 15,000 croredeal. After gaining 7% on Thursday, Kotak Mahindrastocks again jumped another 8% on Friday. ING Vysyastocks jumped 12% and 2% on the two days.

All this action is because Kotak Mahindra Bankannounced a deal to acquire the smaller bank. Here areseven key things to know about the acquisition deal.

Stock swap: Deals can be conducted in cash or by exchange shares. The Kotak-ING Vysya deal will purely an exchange of stocks. Investors in ING Vysya will get 725 Kotak Mahindra Bank shares for every 1000 ING Vysya shares they held. This means, every Kotak share is worth nearly 1.4 shares of ING Vysya. The deal values each share of ING Vysya at Rs 790, much lower than its Thursday closing price of Rs 816.95. However, it is 16% more than the average share price of the ING stock. This means, Kotak is paying slightly more than the market price to buy the smaller bank. The entire deal would be valued at over Rs 15,000 crore or $2.4 billion, one of the largest ever.

Fourth biggest private bank: The acquisition will create the fourth largest private sectorbank in India in terms of branch network. The combined entity will have a marketcapitalisation of Rs 1 lakh crore. This is lower than the market capitalisations of HDFCBank (Rs 2.2 lakh crore), ICICI Bank (Rs 1.98 lakh crore) and Axis Bank (Rs 1.14lakh crore) – three of the largest private sector banks in India.

Shareholding: Uday Kotak will remain to be the key promoter, holding around 34% stake in the merged bank. This is down from 40%. As per shareholding rules, he has to reduce his stake further to 20% over the next four years. Dutch lender ING Groep NV will be the second largest shareholder in the new Kotak Mahindra bank after the deal. It held nearly 43% stake in ING Vysya. Its shareholding in the new entity would be nearly 25.3%, according to an Economic Times report.

Brokerages give thumbs up: Most analysts and brokerage firms cheered the deal. This is because they expect the deal to improve Kotak Mahindra’s bank business by expanding its branch network as well as improving its loan portfolio. The deal also happens at a time when the economy is showing signs of improvement. This means, Kotak will be in a better position to take advantage of any rise in demand for loans, analysts said. The deal is likely to increase Kotak’s loan book by nearly two-thirds (75%), brokerages said.

Branch network: The merger is expected to double Kotak’s branch network from 641 to 1,214 havingnearly 40,000 employees. ING Vysya current has about 573 branches in the country, most of whichare situated in the South. This is good news is because Kotak was predominantly present in NorthIndia. This means the two bank’s branches do not overlap. The merger also means the combined entitywill have a far wider reach in the country than earlier. Kotak is expected to gain 2 million customersfrom the merger.

SME banking: ING Vysya also brings its SME banking platform to the table. This will help Kotak in thelong run. As of September, ING Vysya lent about 70% of its total loans to small and mediumenterprises (SME) and large companies. In contrast, Kotak lent only 55%. The merger is thus likely tostrengthen Kotak’s corporate lending business. All of this is expected to increase Kotak’s totalearnings by one-fifth or 20%, experts suggest.

First profitable bank merger since 2008: The banking sector rarely sees a lot of mergers andacquisitions. This is because of strong rules which restrict such movements. Since the 2008 bankingcrisis, there have been only two deals. However, both the deals involved a profitable bank taking overa smaller loss-making entity. The Kotak Mahindra-ING Vysya deal will be the first since 2008involving two profit-making banks.