E EUCO BANK

|vx E : 10, . j. . h, EEi - 700 001Head Office : 10, B. T. M. Sarani, Kolkata - 700 001

-S / CONTENTS

i{h EG B iJ / IMPORTANT PROGRAMME & DATES

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Statutory Central Auditors 02xnE bBoard of Directors 03E + E i Sx B ESNotice for AGM and Agenda 04-19|v xnE B J E{E +vE E vxManaging Director & CEO's Statement 20-22xnE E {]Directors Report 23-48 =kni {]/

Business Responsibility Report 50-61

E{] +x v {]Report on Corporate Governance 62-80

E{] +x E +xMxEAnnexures to Corporate Governance 81-84ix-{j 2016-17Balance Sheet 2016-17 85-86

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Profit & Loss A/c 87-88

J vi +xS / Schedule to Accounts 89-144

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Auditors Report to the President of India 145-146xEn | h / Cash Flow Statement 147-149-III |E]Eh / Basel-III Disclosures 150-217{I / Proxy Form 218-219={li {S / Attendance Slip 220

n / Item {` . / Page No. n / Item {` . / Page No.

Annual Report - 2016-17E |inx - 2016-17

E + E 2016-17 E iJ,

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Date, time & of AnnualGeneral Meeting 2016-17 |i: 10.30 A.M.

{I E |{i E +i iJLast date for receipt of proxy form 23.06.2017

EG / Programme iJ / Date E-l / Vennue

Eastern Zonal Cultural Centre, IB 201, Sector III, IA Block,Salt Lake, Kolkata-700106

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vE +Eix V] E xxJi E {E E Ei The Shareholders may also contact the following offices of the Registrar in case of need.

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xnE b /BOARD OF DIRECTORS

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SHRI R. K. TAKKARManaging Director & CEO

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SHRI CHARAN SINGHExecutive Director

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SHRI G. SUBRAMANIA IYERExecutive Director

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DR. ARVIND SHARMADirector

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SHRI ANIL SHARMADirector

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UCO BANK

Head Office

10, B. T. M. Sarani, Kolkata- 700 001

Notice

NOTICE is hereby given that the 14th Annual General Meeting ofthe Shareholders of UCO Bank will be held on 28th June, 2017 at10.30 A.M. at Eastern Zonal Cultural Centre, IB 201, Sector III,IA Block, Salt Lake, Kolkata-700106 to transact the followingbusiness:-

1) To discuss, approve and adopt the Balance Sheet as at 31stMarch 2017, Profit and Loss Account of the Bank for theyear ended 31st March, 2017, the Report of the Board ofDirectors on the working and activities of the Bank for theperiod covered by the Accounts and Auditors' Report on theBalance Sheet and Accounts.

2) To consider and if thought fit, to pass with or withoutmodifications the following special resolution:

"RESOLVED THAT pursuant to the provisions of the BankingCompanies (Acquisition and Transfer of Undertakings) Act, 1970(Act), The Nationalised Banks (Management and MiscellaneousProvisions) Scheme, 1970 (Scheme) and the UCO Bank (Sharesand Meetings) Regulations, 2003 as amended from time to timeand subject to the approvals, consents, permissions andsanctions, if any, of the Reserve Bank of India ("RBI"), theGovernment of India ("GOI"), the Securities and Exchange Boardof India ("SEBI"), and/or any other authority as may be requiredin this regard and subject to such terms, conditions andmodifications thereto as may be prescribed by them in grantingsuch approvals and which may be agreed to by the Board ofDirectors of the Bank and subject to the regulations viz., SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2009(ICDR Regulations) as amended up to date, guidelines, if any,prescribed by RBI, SEBI, notifications/circulars and clarificationsunder the Banking Regulation Act, 1949, Securities and ExchangeBoard of India Act, 1992 and all other applicable laws and allother relevant authorities from time to time and subject to theListing Agreements entered into with the Stock Exchanges wherethe equity shares of the Bank are listed, SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, consent of theshareholders of the Bank be and is hereby accorded to the Boardof Directors of the Bank (hereinafter called "the Board" whichshall be deemed to include any Committee which the Board mayhave constituted or hereafter constitute to exercise its powersincluding the powers conferred by this Resolution) to create, offer,issue and allot upto 70,00,00,000 equity shares of `10/- each(including with provision for reservation on firm allotment and/orcompetitive basis of such part of issue and for such categoriesof persons as may be permitted by the law then applicable) byway of an offer document/prospectus or such other document, inIndia or abroad, whether at a discount or premium to the marketprice, in one or more tranches, including to one or more of themembers, employees of the Bank, Indian nationals, Non-ResidentIndians ("NRIs"), Companies, private or public, investmentinstitutions, Societies, Trusts, Research organisations, QualifiedInstitutional Buyers ("QIBs") like Foreign Portfolio Investors("FPIs"), Banks, Financial Institutions, Indian Mutual Funds,Venture Capital Funds, Foreign Venture Capital Investors, StateIndustrial Development Corporations, Insurance Companies,

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Provident Funds, Pension Funds, Development FinancialInstitutions or other entities, authorities or any other category ofinvestors which are authorized to invest in equity shares of theBank as per extant regulations/guidelines or any combination ofthe above as may be deemed appropriate by the Bankby way ofFollow on public issue, Private Placement/Qualified InstitutionalPlacement (QIP) or any other mode approved by GOI/RBI, withor without over-allotment option.

'RESOLVED FURTHER THAT in accordance with the provisionsof the Listing Agreements entered into with relevant stockexchanges, the provisions of Banking Companies (Acquisitionand Transfer of Undertakings) Act, 1970, the provisions of theUCO Bank (Shares and Meetings) Regulations, 2003., theprovisions of ICDR Regulations, the provisions of the ForeignExchange Management Act, 1999 and the Foreign ExchangeManagement (Transfer or issue of Security by a Person ResidentOutside India) Regulations, 2000, and subject to requisiteapprovals, consents, permissions and/or sanctions of Securitiesand Exchange Board of India (SEBI), Stock Exchanges, ReserveBank of India (RBI), Foreign Investment Promotion Board (FIPB),Department of Industrial Policy and Promotion, Ministry ofCommerce (DIPP) and all other authorities as may be required(hereinafter collectively referred to as "the AppropriateAuthorities") and subject to such conditions as may be prescribedby any of them while granting any such approval, consent,permission, and/or sanction (hereinafter referred to as "therequisite approvals") the Board, may at its absolute discretion,issue, offer and allot, from time to time in one or more tranches,equity shares to Qualified Institutional Buyers (QIBs) (as definedin the ICDR Regulations) pursuant to a Qualified InstitutionalPlacement (QIP), as provided for under Chapter VIII of the ICDRRegulations, through a placement document and/or such otherdocuments/writings/circulars/memoranda and in such mannerand on such price, terms and conditions as may be determinedby the Board in accordance with the ICDR Regulations or otherprovisions of the law as may be prevailing at that time."

"RESOLVED FURTHER THAT in case of a qualified institutionalplacement pursuant to Chapter VIII of the ICDR Regulations

i. The allotment of Securities shall only be to QualifiedInstitutional Buyers within the meaning of Chapter VIII ofthe ICDR Regulations, such Securities shall be fully paid-upand the allotment of such Securities shall be completed within12 months from the date of this resolution."

ii. The Bank is, in pursuant to provisons of Regulation 85(1) ofICDR Regulations, authorized to offer shares at a discountof not more than five percent on the floor price.

iii. The relevant date for the determination of the floor price ofthe securities shall be in accordance with the ICDRRegulations."

"RESOLVED FURTHER THAT the Board shall have the authorityand power to accept any modification in the proposal as may berequired or imposed by the GOI/RBI/SEBI/Stock Exchangeswhere the shares of the Bank are listed or such other appropriateauthorities at the time of according/granting their approvals,consents, permissions and sanctions to issue, allotment andlisting thereof and as agreed to by the Board."

"RESOLVED FURTHER THAT the issue and allotment of newequity shares to NRIs, FIIs and/or other eligible foreign investorsbe subject to the approval of the RBI under the Foreign Exchange

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Management Act, 1999 as may be applicable but within the overalllimits set forth under the Act."

"RESOLVED FURTHER THAT the said new equity shares to beissued shall be subject to the UCO Bank (Shares and Meetings)Regulations, 2003, as amended, and shall rank in all respectspari passu with the existing equity shares of the Bank and shallbe entitled to dividend declared, if any, in accordance with thestatutory guidelines that are in force at the time of suchdeclaration."

"RESOLVED FURTHER THAT the Board be and is herebyauthorized to enter into and execute all such arrangements withany Book Runner(s), Lead Manager(s), Banker(s), Underwriter(s),Depository (ies), Registrar(s), Auditor(s) and all such agenciesas may be involved or concerned in such offering of equity sharesand to remunerate all such institutions and agencies by way ofcommission, brokerage, fees or the like and also to enter intoand execute all such arrangements, agreements, memoranda,documents etc., with such agencies."

"RESOLVED FURTHER THAT such of these shares as are notsubscribed may be disposed off by the Board in its