IDBI Capital Markets & Securities Ltd. Regd. Office: 6th Floor, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai - 400 005. Tel.: +91-22-2217 1700, 6836 1299 Fax: +91-22-2215 1787 Email: info@idbicapital.com CIN : U65990MH1993G01075578

STRICLTY CONFIDENTIAL Dated: March 5th 2020

The Board of Directors Punjab National Bank, Plot No 4, Sector -10 Dwarka, New Delhi -110075, India

Dear Members on the Board,

Subject: Fairness Opinion on the Share Swap Ratio for the proposed amalgamation of Oriental

Bank of Commerce and United Bank of India into Punjab National Bank (the "Transaction")

This is with reference to our appointment vide letter dated November 14th 2019 ("Appointment

Letter") ref no.: HO/FD/M&A/2019 wherein we have been requested to provide fairness opinion to

the Board of Directors of Punjab National Bank on the Share Swap Ratio relating to the proposed

amalgamation of Oriental Bank of Commerce and United Bank of India into Punjab National Bank.

1. Background and Scope of Engagement:

We understand that Punjab National Bank, Oriental Bank of Commerce and United Bank of India are

envisaged to be amalgamated by a Scheme of Amalgamation under Sections Sec. 9 (2) (c) of The

Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970. For this purpose, Punjab

National Bank, Oriental Bank of Commerce and United Bank of Commerce have appointed Chartered

Accountant firms: S. R. Batliboi & Co LLP, Haribhakti & Co LLP and Deloitte Haskins & Sells

(collectively referred to as "Valuers") respectively to prepare a Valuation Report and recommend a

Share Swap Ratio for distribution of equity shares of Punjab National Bank to the equity shareholders of

Oriental Bank of Commerce and United Bank of India ("Share Exchange Ratio").

As per the Valuation Report dated March 4th 2020 the valuers have recommended the Share Exchange

Ratio of 1150 (One Thousand One Hundred and Fifty) equity shares of Punjab National Bank of

INR 2/- each fully paid up for every 1000 (One Thousand) equity shares of Oriental Bank of

Commerce of INR 10/- each fully paid up and the Share Exchange Ratio of 121 (One Hundred and

Twenty One) equity shares of Punjab National Bank of INR 2/- each fully paid up for every 1000

(One Thousand) equity shares of United Bank of India of INR 10/- each fully paid up.

As required by SEBI Circular CIR/CFD/CMD/16/2015, dated November 30, 2015, Punjab National

Bank has invited us to review the valuation reports dated March 4th 2020 prepared by the valuers and

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provide a Fairness Opinion as to whether the Share Swap Ratio arrived at is fair and reasonable. This

fairness opinion is being provided solely to the Board of Directors of Punjab National Bank and strictly

within this context and is not intended to represent the valuation at which such a transaction is carried out,

and does not address Oriental Bank of Commerce and United Bank of India (or any other party's)

underlying business decision to proceed with or effect any commercial decisions relating to the proposed

amalgamation.

For the avoidance of doubt, this fairness opinion is not to be construed as financial advice in relation to

the sale of, or subscription for, any shares in Punjab National Bank, Oriental Bank of Commerce or

United Bank of India to any person.

2. Source of Information:

In arriving at the opinion set forth below, we have relied on the following:

1. Valuation Report dated March 4th 2020 prepared by S. R. Batliboi & Co LLP (Chartered

Accountants), Haribhakti & Co LLP (Chartered Accountants) and Deloitte Haskins & Sells

(Chartered Accountants).

2. Historical financial information of the Banks as on September 30'11 2019.

3. Draft Harmonized net worth of the Banks as on September 30th 2019 based on harmonization of

accounting policies followed by the Banks.

4. Additional information provided at the data room by the banks. Information including but not limited

to those mentioned hereinabove.

5. Data available on National Stock Exchange of India (NSE), Bloomberg database and Capitaline

database.

3. Scope Limitations and Disclaimers:

• This fairness opinion is being provided solely to and from the perspective of Board of

Directors of Punjab National Bank and only in connection with the Transaction.

• This fairness opinion is confidential and is provided pursuant to and subject to the terms of our

appointment and terms of business.

• It is being made available for information purposes only and on a confidential basis.

• This opinion is for the exclusive use of Board of Directors of Punjab National Bank and it may

be disclosed to such persons and authorities as may be required under Law.

IDBI Capital Markets & Securities Ltd

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IDBI capital

• This opinion must not be copied, reproduced, distributed or passed, in whole or in part, to any

other person at any time without our prior written consent.

Each recipient acknowledges that some or all of the information contained in the opinion is or may

be inside information and that the use of such information may be regulated or prohibited by

applicable legislation including securities law relating to insider dealing and market abuse and

each recipient undertakes not to use any information contained in the opinion for any unlawful

purpose.

This opinion does not constitute an offer or invitation or a solicitation of any offer or invitation for

the sale or purchase of securities or of any of the assets, business or undertaking of Punjab

National Bank, Oriental Bank of Commerce or United Bank of India. In addition, it is not intended

to form the basis of or act as an inducement to enter into any contract or investment activity, and

should not be considered as a recommendation by us, Punjab National Bank or any other person in

relation to Punjab National Bank.

The information used for this opinion, which does not purport to be comprehensive, has been

provided to us by Punjab National Bank and its advisors and/or obtained from publicly available

sources. We have assumed the accuracy of the information so received and this has not been

verified by us. No representation or warranty, express or implied, is or will be given by us or our

respective directors, officers, employees or advisers or any other person as to the accuracy or

completeness of this opinion and, so far as permitted by law, no responsibility or liability is

accepted for the accuracy or sufficiency thereof, or for any errors, omissions or misstatements,

negligent or otherwise, relating thereto.

In particular, but without limitation, (subject as aforesaid) no representation or warranty, express

or implied, is given as to the achievement or reasonableness of, and no reliance should be placed

on, any projections, targets, estimates or forecasts and nothing in this opinion is or should be relied

on as a promise or representation as to the future. Accordingly, (subject as aforesaid) neither us,

nor any of our respective directors, officers, employees or advisers, nor any other person, shall be

liable for any direct, indirect or consequential loss or damage suffered by any person as a result of

relying on any statement in or omission from this opinion or any other written or oral

communication with the recipient or its advisors in connection with its evaluation of Punjab

National Bank, Oriental Bank of Commerce and United Bank of India and (save in the case of

fraudulent misrepresentation or wilful non-disclosure) any such liability is expressly disclaimed.

IDBI Capital Markets & Securities Ltd

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The receipt of this opinion by any person is not to be taken as constituting the giving of investment

opinion by us to any such person, nor to constitute such person our client.

For avoidance of any doubts, it is clarified that fees payable to IDBI Capital Markets & Securities

Limited by Punjab National Bank is not in any way contingent upon nature of opinion provided to

Punjab National Bank.

4. Conclusion:

In our opinion, in the given circumstances, based on all relevant factors, information and subject to

the scope limitations & disclaimers on the date hereof, the Share Swap Ratio as recommended by

the Valuers, is fair and reasonable.

5. Distribution of the Fairness Opinion

The Fairness Opinion is addressed only to the Board of Directors of Punjab National Bank. The

Fairness Opinion shall not otherwise be disclosed or referred to publicly or to other third party

without IDBI Capital Market & Securities Ltd.'s (IDBI Capital) prior written consent.

However, Punjab National Bank (PNB) may provide a copy of the Fairness Opinion if required /

called upon by any regulatory authorities of India subject to PNB promptly intimating IDBI

Capital in written about receipt of such request from the regulatory authority. The Fairness

Opinion should be read in totality & not in parts. Further, this Fairness Opinion should not be used

or quoted for any purpose other than to whom it is addressed or for any purpose than the purpose

stated hereinabove, then, we will not be liable for any consequences thereof & shall not take any

responsibility for the same. Neither this Fairness Opinion nor its contents may be referred to or

quoted to / by any third party, in any registration statement, prospectus, offering memorandum,

annual report, loan agreement or any other agreement documents given to third parties. In no

circumstances however, will IDBI Capital or its management, directors, officers, employees,

agents, advisors, representatives and controlling persons of IDBI Capital accept any responsibility

or liability including any pecuniary or financial liability to any third party.

Yours Faithfully,

For and on behalf of

IDBI Capita! Markets & Securities Limited

d

5

„ Authorised Sign

IDBI Capital Capital Markets & Securities Ltd

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Sumedha Fiscal Services LimitedSEBI REGN. No. 1NM000008753

esumedha Fiscal Serui(es ltd.crN : 1701 01 W81989PrC047465ReBistered & Corporate Office:8B Middleron Street, SA Ceetanjali, Kolkata - 700 071

Te lephone : + 91 l3 2 229 6758 / 8936 1 3)37 / 4473Fax: +91 33 22264140/2265 5830E-mail I kolkata@sumedhaflscal.comwebsite : www.sumedhafi scal.(om

SUMEDHAadding values to value

To

The Board of Directors

United Bank of lndia

11 Hemanta Basu Sarani

Kolkata 700 001

Date: 5u March, 2o2o

Dear Sir,

Subject: "Fairness Opinion" on the Equity Share Exchange Ratio for the proposed amalgamation of

United Bank of lndia ("UBl") and oriental Bank of Commerce ("OBC") into Punjab National Bank

("PNB").

We, Sumedha FiscalServices Limited ("SFSL"), refer to the engagement email dated 29th November,

2019 on the captioned matter whereby UBI had appointed us, inter alia, to provide a fairness

opinion to UBI on the respective Equity Share Exchange Ratio recommended in the valuation report

dated4th March, 2O2O ("Valuation Report") issued by Haribhakti &Co. LLP ("HCL" or "Valuer") for the

proposed amalgamation of UBI with PNB as a going concern ("Proposed Amalgamation").

SUMEDHA FtSCAt SERVTCES UMTTED ("SFsL")

SFSL is a Category 1 Merchant Banker bearing SEBI Registration Number 1NM000008753. The

registered office is situated at 6A Geetanjali, 6th Floor, SB Middleton Street, Kolkata - 700 071, West

Bengal, lndia.

PURPOSE

Proposed Transaction Background: PNB, UBI and OBC have proposed to enter into a scheme ofamalgamation, which envisages merger of UBI and OBC with PNB, all listed on stock exchanges in

lndia. The Proposed Amalgamation is a part of a Scheme formulated and being submitted toParliament by the Government of lndia in exercise of the powers conferred by section 9 of theBanking Companies ( Acquisition and Transfer of Undertakings) Act, 1970 ( 5 of 1970) afterconsultation with the Reserve Bank of lndia.

Ahmedabad T: +91 79 489o5lEa F: +91 7925450194 Eangalorer: +91604124 2545 r: +9! E04124 2547 Hydcrabad T: +91 404om 2E26 F: +91 401()20 2625Mumbai T: +9122{0tl2ztoo Fr+91222a9E2E7E NeryDelhi T:+91 1141654,a1 t:+9111416544E1

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CIN: I 701Ol WB1989PLCM7455Registered & Corporate Ofilce:88 Middleton Street, SA Ceeranjali, Kolkata - 700071Telephone : +91 332229 67581a93613237 / 4473Fax: +91 l3 22264140 / 22655830E-mail : kolkata@5umedhafi scal.comwebsite : www.sumedhafi scal.com

SUMEDHAadding values to value

UBl, in terms of the above Appointment Letter had requested us to issue our independent opinion

on the fairness of the Equity Share Exchange Ratio recommended by the Valuer ("Fairness Opinion")

in relation to the proposed transaction. Our scope is restricted to providing an Opinion on the Equity

Share Exchange Ratio for the merger of UBI into PNB.

valuation report by Haribhakti & Co. LLP, dated 4hMarch, 2O2O recommending the Equity Share

Exchange Ratio for the Proposed Transaction.

The report dated 5th February, 2020, submitted by Deloitte Touch6 Tohmatsu lndia LLP

("DTTILLP") on adjusted net assets of the individual's banks (PNB and UBI) as at 30th September,

2019. DTTILLP was engaged to carry out financial and tax due diligence on PNB and UBl.

Amalgamation of OBC and UBI into PNB Scheme, 2020 issued by Ministry of Finance vide itsNotification dated 4th March, 2020.

Audited Financial Statements for UBI and PNB for Financial Year ended on March 3t, 20L7,

March 31, 2018 and March 31,2019 as well as provisional lncome Statement and Balance Sheet

for nine months period ended 31December,2019.

Historicalstock price data from the stock exchanges for both UBI and PNB and also other listed

associates and subsidiaries of PNB.

Further, we have had discussions with, Haribhakti & Co. LLP, on such matters which we believed

were necessary or appropriate for the purpose of issuing this Opinion.

Such other information, documents, data, reports, discussions, explanation received verbally and

in writing from UBI as well as their advisors for amalgamation into PNB.

Moreover we have taken into consideration certain publicly available information, and have

taken into account such other matters as we deemed necessary including our assessment ofgeneral economic, market and monetary conditions.

BRIEF PROFITE OF THE BANKS UNDER REFERENCE

United Bank of lndia ("UBl")

Headquartered in Kolkata, UBI is a mid-sized Public Sector Bank, with assets worth INR 1.53 lakh

crore and a network of more than 2000 branches as on December 3l,2OL9.lts business is largely

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Ahmedabad T: +9r 79 489053EE F: +91 79 26450394 Eang.lore T: +9r 804t2t 25,{5 F: +g1u41242s17 Hyderabad T: +9j 40rt0202E25 F: +9t,rc40202620Mumbai T: +912240112,rc0 F: +91222496 2E7E NewDelhi T:+91 1141654461 F:+91 1141654481

SOURCES OF INFORMATION

ln arriving at our Opinion, we have reviewed the following information:

Sumedha Fiscal Servlces LimitedSEBI REGN. No. tNM000008753

eSUMEDHAadding values to value

sumedha Fiscal Servic€s ltd.CIN : t701 01 W81 989PtC047465Registered & Corporate Office:88 Middleton Street,6A ceetanjali, Kolkara - 700 071

Telephone : +91 lf 22296758/ 89361]237 / 4473Fax: +91 l3 2226 4140122655830E-mail I kolkata@sumedhafi scal.comWebsite : w\^./v.sumedhafi scal.com

concentrated in the eastern and north-eastern regions of lndia. A majority of the bank's branches

are in rural and semi-urban areas and it has a strong base of low-cost deposits. lt is 97.41% owned

by the Government of lndia (Gol) as on December3l, 2019. UBI'5 gross and net NPAS stood at

15.48% and 8.56%, respectively and Provision Coverage Ratlo (PCR) stood at 74.1.9%, as on

oecember 31, 2019. lt reported Tier 1 capital ol L2.22% and CRAR of 14.58% as on December 31,

2019.

Punjab National Bank ("PNB")

Punjab National Bank (PNB) is one of the largest public sector banks in lndia with a strong presence

in North and Central lndia. As of December 31, 2019, it has 7038 branches and 9071 ATMS. With the

proposed amalgamation, the bank shall become the second largest Public Sector Bank following

State Bank of lndia having approximately a business of INR 18 lakh crore and around 11,000

branches. The Government of lndia held 83.19% equity in the bank as on December 31, 2019. The

bank has a strong presence in rural and semi-urban areas, where around 62/o of its branches were

located as on December 31, 2019. PNB'S gross and net NPAS stood at 16.30% and 7.!8Yo,

respectively and Provision Coverage Ratio (PCR) stood al 75.27%, as on December 31, 2019. lt

reported Tier 1 capital of 11.85% and CRAR of 14.04% as on December 31, 2019.

EXCTUSIONS AND TIMITATIONS

The report is to be read in totality, and not is parts, in conjunction with the relevant documents

referred to therein.

We have assumed and relied upon, without independent verification, the accuracy and

completeness of all information that was publically available or provided or otherwise made

available to us by UBI for the purposes of this Fairness Opinion, We express no opinion, and

accordingly, accept no responsibility with respect to or for such information on an "as is" basis, and

have not verified the accuracy and/or the completeness of the same from ou r end.

Our Opinion is necessarily based on financial, economic, market and other conditions as in effect on

the date of this issuing the Opinion, and the information made available to us as of, the date hereof,

including the capital structure of UBI and PNB. Our opinion does not address matters such as

corporate governance or shareholder rights. We have assumed the proposed Transaction is legallyenforceable.

Ahmed.b.d T: +91794a90516E F: +917926{60194 &nSelorc T: +91E041242545 F: +9r 8041242547 Hyderabad T: +91,rc40202826 F: +9t,10{o2o2EzoMumbai Tr +9122/()ltZ,m fr+9t22249E2876 NewDelhi T:+9lll4165448l F:+91 114t654461

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We assume no responsibility for the legal, tax, accounting or structuring matters including, but not

limited to, legal or title concerns. We have further assumed that the Transaction would be carried

out in compliance with applicable laws rules and regulations. Our opinion is not, nor should it be

construed as our opining or certifying the compliance of the proposed transfer with the provisions of

any law including companies, taxation and capital market related laws or as regards any legal

implications or issues arising thereon.

Our work does not constitute an audit, due diligence or verification of historical financials including

the working results of the Companies or their business referred to in this report. Accordingly, we are

unable to and do not express an opinion on the fairness or accuracy of any financial information

referred to in this report.

We have not assumed an obligation to conduct, nor have we conducted any physical inspection or

title verification of the properties or facilities of UBI or PNB, nor have we been furnished with any

such appraisals. No investigation of the companies claim to the title of assets or property owned by

the companies has been made for the purpose of this fairness opinion. With regard to the

companies claim we have relied solely on representation, whether verbal or otherwise made, by the

management to us for purpose of this report.

We have not received any internal management information statements or any non-public reports,

and instead, have relied upon information that was publically available or provided or otherwise

made available to us by UBI on an "as is" basis for the purpose of this Fairness opinion.

We are not experts in the evaluation of litigation or other actual or threatened claims. We have

assumed that there are no other contingent liabilities or circumstances that could materially affect

the business or the financial prospects of UBI or PNB.

we understand that the management of UBl, during our discussion with them, would have drawn

our attention to all us information and matters which may have an impact on our analysis and

opinion.

We have assumed that in the course of obtaining necessary regulatory or other consents, no

restrictions will be imposed or there will be no delays that will have a material adverse effect on the

conditions as they currently exist and on the information made available to us as of the date hereof,

It should be understood that although subsequent developments may affect this opinion, we do not

have an obligation to update, revise or reaffirm this opinion.

ln the ordinary course of business, the SFSL group is engaged in auditing, assurance, insolvency

practice, merchant banking, debt restructuring, portfolio management and loan syndication. ln theordinary course of its trading, investing and financing activities, any member of the SFSL group may

Ahmcdabad T: +91 79 4890516a F: +91 792646019r Bangalore T. +9r 804124 2545 r, +91 804124 2547 Hyderab.d T: +91 404o:01E26 | +y .04t.2o 2826Mumbai Tr+9l224oll24OO L +9122249E2a7E NewDelhi T:+91 114t654,161 f:+91 1141654483

88 Middleton Street,6A Geet.njali, Kolkata - 70o 071

Telephone: +91 31 2229 575E /a936 / 3237 /4473Fax : +9'l 3l2225 41,10/2265 5830E-mail : kolkata@su medhafl sca l.comwebsite : www.sumedhafi scal.com

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I Sumedha Fiscal Services Ltd.CIN : 1701 01 W81 989PtC047465Registered & Corporate Om(e:

Sumedha Flscal Seryices

I leetnecu. no.tm,toooLimited

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SUMEDHAadding values to value

at any time hold long or short positions, and may trade or otherwise effect transactions, for its own

account or the account of customers, in debt or equity securities or senior loans of any company

that may be involved in the proposed amalgamation.

We express no opinion whatsoever and make no recommendation at all as to UBI's underlying

decision to effect the proposed amalgamation. We also do not provide any recommendation to theholders of equity shares or secured or unsecured creditors of UBI with respect to the proposed

ama lgamation.

We hereby declare that we do not have any direct or indirect material pecuniary relationship with

UBI and PNB, except to the extent to professional fees agreed amongst us for this assignment ofFairness Opinion.

" 121 (One Hundred ond Twenty One)equity shores ol PNB of INR 2/- edch fully poid up for every

1, 000 ( One Thousond ) equity shores of UBI of INR 10/- eoch fully poid up. "

Our Opinion on the Value/s Report:

88 Middleton Street,5A Ceetanjali, Kolkata - 700 071

Telephone : + 91 33 2229 6758 / 8936 / 3237 / 4473Fax : +91 13 2226 4140l 2255 5810E-mail : kolkata@sumedhafi s.al.comwebsite : www.sumedhafi scal.com

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Ahmedabad T: +91 79 4E9o5l8E F: +91 79 261160394 Eang.lore T: +9r 804t2t 2545 F; +9i 8041u4 2547 Hyder.bad T: +91 404o2ozE26 F: +91 ,rc{o2o2EzoMumb.i T: +9t 22,tO3J 24Oo F: +9122249E2E7E NewDelhi Tr +91 41654,{Et Fr+91 ll4t65448l

We also express no opinion, and accordingly, accept no responsibility for or as to the price at which

the equity shares of UBI or PNB will trade following the announcement of the proposed

amalgamation or as to the financial performance of UBI or PNB following the consummation of theproposed amalgamation. We express no opinion whatsoever and make no recommendations at all

(and accordingly take no responsibility) as to whether shareholders/investors should buy, sell or hold

any stake in UBI or any of its related parties ((hold ing/su bs id ia ry/a ssociates etc.) or PNB.

coNctustoN

Valuer's Recommendation: As stated in the Valuation Report by Haribhakti & Co. LLP, they have

recommended the following:

Pursuant to our engagement, we independently reviewed the information and data made

available to us, and assessed the Equity Share Exchange Ratio in relation to the proposed merger.Thereafter, we reviewed the Valuation Report by Haribhakti & Co. LIP dated4th March,2020. ln

view of the above and our examination, analysis of factors that we deemed relevant, subiect tothe scope, limitations as mentioned herein above, we are of the opinion that the proposed Equity

Share Exchange Ratio as sugtested by Haribhakti & Co. tLp in relation to the proposed merger ofUBI into PNB is fair, from a financial point of view, to the shareholders.

Sumedha Fiscal Services LimiSEBI REGN. No.tNM000O087 53

SUMEDHAa ddin g values to value

88 Middleton Strcet, 6A Ce€tanjali, Xolkata - 7OO07lTelephone: +91 33 2229 6758 / E936 / 3237 / 4473Fax : +91 l3 2226 41,{0/2265 58lOE-mail : kolkata@sumedhafi scal..omWebsite | \alrw.sumedhafi scal.aom

The Fairness Opinion is addressed only to the Board of Directors of United Bank of lndia. The

Fairness Opinion shall not otherwise be disclosed or referred to publicly or to any third party without

SFSL'S prior consent. We will not accept any liability or responsibility to any person other than those

to whom it is addressed. The report must not be made available or copied in whole or in part to any

other person without our express written permission.

However, UBI may provide a copy of the Fairness Opinion if requested/called upon by any regulatory

authorities of lndia. Neither this Fairness Opinion nor its contents may be referred to or quoted

to/by any third party, in any registration statement, prospectus, offering memorandum, annual

report, loan agreement or any other agreement or documents given to third parties. ln no

circumstances however, will SFSL or its management, directors, officers, employees, agents,

advisors, representatives and controlling persons of SFSL accept any responsibility or liability

inclu d pecuniary or financial liability to any third party.

For 5u ha Fiscal Services Limited

t,

Bilay Murmuria

Director

SEBI Registration No. 1NM000008753

(Merchant Banker)

Date: sth March, 2O2O

Ahmedabad r: +9179 4E9o5lE6 f: +9i 7926460194 Erangalorcr, +91Eo4i24254s F, +9r E04i242547 Hyderabad r: +914040202E26 F: +9r,r040202826Mumbai Tr +9t 22 40]l24oo Fr+912221962878 NewDelhi T:+91 1141654481 F:+91 ,41654483

Sumedh. Fis(al SeNi(es ttd.clN : t70101 wBl9E9PtC047465Registered & Corporat€ Office:

DISTRIBUTION OF THE FAIRNESS OPINION