I. Broad Scope of Services of Financial Advisor:

EXPRESSION OF INTEREST DENA BANK INVITES EXPRESSION OF INTEREST FROM REPUTED FINANCIAL ADVISORS HAVING MORE THAN 3 YEARS EXPERIENCE IN HANDLING IMPAIRED FINANCIAL ASSETS OF PUBLIC SECTOR BANKS/FIs FOR CARRYING OUT THE ACTIVITIES RELATING TO THE PREPARATION OF PORTFOLIO OF NON PERFORMING ASSETS SUCH AS DUE DILIGENCE, EVALUATION AND ALLIED MATTERS, LATEST BY 30.09.2011 ALONGWITH TECHNICAL BIDS AND COMMMERCIAL BIDS IN SEPARATE SEALED ENVELOPE BE SENT TO ASST. GENERAL MANAGER, DENA CORPORATE CENTER, C-10, G-BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI 400051. I. Broad Scope of Services of Financial Advisor: Phase I-Sale Preparation. Information and Data room preparation This would involve putting together identifying, collating and pooling together Information required for setting up the data room. Typically data room information would include: - A financial checklist carrying information on key characteristics of every loan case included in the NPA portfolio. This checklist also provides information available on every loan case. - A legal checklist carrying on legal status of each loan case. - Relevant documentation and case files. Financial Advisor (F.A.) shall provide the checklist formats and assist the Bank in identifying the information to be pooled together for investor due diligence. Financial Advisor's team shall work closely with the bank team in completion of financial checklists and in identifying information required from the case files. Bank's legal team/legal advisor will prepare the legal check list. F.A. shall validate the legal checklists and information provided by the bank and reverts with comments within 3 working days. This timeline assumes that information would be provided in the corporate office of the bank or the office/place decided by the bank for the specific portfolio of NPA for sale. Valuation Shall provide guidance to Bank on the estimated realizable value of the portfolio. This could serve as a basis for the bank for settling the reserve price. Page 1 of 9

However, the valuation of the under lying securities/ collateral shall be arranged by the bank through its approved valuers where ever needed. Design the due diligence process and data room management. We expect, entrusted party to cover the following aspects in discussions with the Bank: - Appropriate communication channels for the dissemination of information. - The type of data room - physical data room - to be used. - The extent and nature of information to be provided in the data room, and - Timing and length of the diligence. The F.A. will assist the bank in managing the due diligence process from preparation to scheduling, making policing and managing the data room. Data Room Management - To co-ordinate with the bank in setting up the data room. While the bank personnel will be primarily responsible for collecting the relevant information, F.A. would validate all information before it is put in the data room. - To advise the bank as to the effective format, contents and presentation of the PIM (Preliminary Information Memorandum) and will draft the final document for the Bank management approval. However Bank's team will be mainly responsible for the collection of information to be included in the PIM. The Bank recognizes that an efficient and effective Data Room management is key to the success of Sale of Assets. Marketing - To initiate formal contact, solicit, follow-up, and engage for bidding, an appropriate number of qualified buyers. This will be done through a range of media, including, direct telephone, written and email contact, through the use of our dedicated NPA website for the sale and through one-on-one meetings with prospective buyers. The FA shall act as a market maker for the assets that are proposed to be sold and shall ensure that proper marketing is done for these assets. Phase 2 - Execution The entrusted party will manage the overall sale execution, from transaction staging to process co-ordination. In detail, they will : - Develop a complete and thorough transaction(s) timeline(s) that outlines all contemplated steps, identifying key milestone dates, and work with the bank team to identify who will be responsible for each of the tasks. Page 2 of 9

- Recommend a set of criteria on the acceptability or otherwise of bids received for the NPA that will be sold. - Design a process and means of communication with bidders, including initial contact, provision of general information, accumulating and organizing all bidder correspondence and questions, and relaying them to the appropriate bank personnel. F.A. will also organize and integrate all correspondence from Bank to the bidders in the transaction. - Be responsible for coordinating, receiving and communicating the receipt, secure transfer, and ultimately bank's decision as to a winning bidder, between the bidders and the bank. - Lead negotiations and discussions with bidders on behalf of the bank, if and to the extent required. The bank will take l be responsible for any decision taken as to the acceptability of any offer received. - Work together with the bank's counsels to ensure the timely delivery, negotiation and drafting of all necessary documentation relating to the transaction. However, Bank will arrange assistance to F.A. in sale preparation and execution phases for following key roles: a) Conduct legal due diligence - involves checking of loan agreements, security documents and where necessary, advising the bank to obtain updates or missing information to the extent possible. b) Assessing recovery strategies and determining likely timings and outcomes of legal action (e.g. Foreclosure processes).this is important so as to understand when cash will be received as part of the recovery process. c) Draft all legal documentation (e.g. Confidentiality Agreements, Sale & Purchase Agreements, Bid letters, Bid bonds, etc.) - Work along with the bank personnel and counsels to ensure the timely, efficient and complete closing the transaction. II Eligibility: 1) The company must have more than three years experience in handling Portfolios of Sale of Assets of Banks/FIs. 2) The company must have carried out similar exercise for Public Sector Banks with a good success rate. 3) The company must have sufficient man power of professionals / infrastructure to accomplish time bound task. Page 3 of 9

III Process of Selection: 1) Interested parties have to submit expression of interest along with Technical and Commercial bids. 2) Technical bids shall be opened in presence of bidders/authorised representatives.. 3) Parties short listed based on technical bids will be called for giving presentation before the Asset Sale Committee (ASC). 4) Financial bids for short listed parties will be opened, in presence of bidders short listed based on above. 5) Asset Sale Committee (ASC), based on the presentation and commercial bids will approve the panel of Financial Advisor, which shall be valid for one year from the date of approval by ASC. IV. Conditions: 1) Empanelment will be valid for one year from the date of approval of panel by the bank. 2) Bank may engage them from time to time for all or anyone or more of the aforesaid purposes on negotiated fee. 3) Bank has sole right to reject bid of any of the bidder at its discretion without assigning reason/explanation for such act. 5) For each portfolio sale of Non Performing Assets, separate contract agreement will be executed. 6) Items enlisted under the head 'Execution' of Phrase is not exhaustive and is only indicative. Bank may add or delete or modify the said item/s. The said items are to be executed in consultation with Bank's personnel identified for the purpose/ connected with the activity. 7) Bank may amend/ alter any of the items of empanelment of FA without giving prior--notice. Page 4 of 9

Response to RF EOI To, The Asst General Manager, (Legal Department) Dena Bank, C-10, G Block, Dena Corporate Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, India Annexure (A) Dear Sir, RE: Expression of Interest- Empanelment of interest of Financial advisors for Management of Sale of Non Performing Assets We refer to your advertisement dated 08.09.2011 inviting "Expression of Interest" from Service Providers for outsourced preparation & management of sale of NPA. In response to the above, we submit herewith our "Expression of Interest" document as per the format prescribed by the Bank along with all necessary documents, as listed in the following Table of Contents: Table of Contents Sl. Documents No. 1 Particulars of Respondent as per Annexure B to RF EOI 2 Details of Technical competence as per Annexure C to RF EOI 3 List of clients as per Annexure D to RF EOI 4 Audited Financial Statements(Balance sheet and Profit & Loss Account for the year 2007-08,2008-09,2009-10 5 Details for commercial bid Annexure E to RF EOI 6 Copy of Certificate of incorporation of the company alongwith profile of the Respondent. Whether enclosed(yes/no) We hereby declare that we have read and understood the terms and conditions mentioned in the RF EOI Document issued by Dena Bank for Empanelment of financial advisors for management of sale of Non Performing Assets and we agree to be bound by the same. We hereby certify that all the information furnished in this EOI document is true and correct to the best of our knowledge and belief. We understand that in case any of the information provided by us is found incorrect or not in conformity with the requirements of the Bank, this EOI may summarily be rejected. Signature of Authorised Signatory Name: Designation: Company s Stamp/Seal: Page 5 of 9

Annexure (B) Particulars of Respondent No. Particulars Details 1 Name of the Company/Firm 2 Constitution (whether Public / private limited company) 3 Date of incorporation 4 Address of Registered Office 5 Address for communication 6 Names of Directors/partners (Please brief introduction) 1 2 3 4 5 6 (Attach separate sheet if required) Signature of Authorised Signatory Name: Designation: Company s stamp/seal: Page 6 of 9

Annexure (C) Technical Competence/Infrastructure 1. Number of branches/offices 2. Geographical area of operations. 3. Since when in the activity. 4. Portfolios handled/ managed Banks/FI whose Managed on behalf Number accounts of Amount Whether successful (if yes give details) 5. Technical resources/infrastructure available: Sr No. Particulars of services available Status Availability of Whether own or out sourced. Remarks 1 Legal 2 Financial 3 Valuation 4 ROC Search 5 Marketing of portfolio 6 Own website 6. Accreditation certification if any (give details) 7. Affiliations. 8. Strategies /structures proposed for accomplishing the task. 9..Methodologies proposed to extract the highest value from the sale Signature of Authorised Signatory Name: Designation: Company's stamp I seal: Page 7 of 9

Annexure (D) S.No. Name and address of the clients 1 List of Clients Scope of Services provided Was the Sale successfully concluded 2 3 4 (Please attach separate sheets if required) Signature of Authorised Signatory Name: Designation: Company's stampi seal: Page 8 of 9

Annexure- (E) FORMAT FOR COMMERCIAL BIDS S. Details of activity N o. 1 Information and Data Preparation Quotation a) Financial Check-list- carrying information on key characteristics of each case included in NPA b) Legal Check-list - Carrying information on legal status of each case. c) Relevant documentation and case file 2 Valuation of assets - Guidance to Bank on the estimated value of portfolio which could serve as a basis fro the Bank for setting the reserve price. 3 Designing the due diligence process and data room management a) Appropriate communication channel for the dissemination of information b) Type of Data Room - Web base data room or Physical data room c) The extent and nature of information to be provided in the data room - to be used 4 Developing a complete and thorough transaction timeline that outlines all contemplated steps, identifying key milestone dates. 5 Recommend a set of criteria on the acceptability of bids received from the NPA pool 6 Design a process and means of communication with bidders, including initial contacts, provision of general information, accumulating and organizing all bidder correspondence and queries and reply to them to appropriate Bank personal. Initiate all correspondence from Bank to the bidders in the transaction 7 For coordinating, receiving and communicating receipts, secure transfer and Bank's decision to a winning bidder 8 Negotiations and discussions with bidders on behalf of the Bank, if required. Page 9 of 9