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CODE OF CONDUCT FOR THE BANKS BOARD OF DIRECTORS AND CORE MANAGEMENT APPROVED BY THE CENTRAL BOARD [Print

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I.Need and objective of the Code Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as part of Corporate Governance the listed entities to lay down a Code of Conduct for Directors on the Board of an entity and its Senior Management. Senior Management has been defined to include personnel who are members of its Core Management and functional heads excluding the Board of Directors. Accordingly the State Bank of India has laid down this Code for its Directors on the Central Board and its Core Management (Core Management means top executives of the Bank at the level of Deputy Managing Directors). II.Banks belief system This Code of Conduct attempts to set forth the guiding principles on which the Bank shall operate and conduct its daily business with its multitudinous stakeholders, government and regulatory agencies, media, and anyone else with whom it is connected. It recognises that the Bank is a trustee and custodian of public money and in order to fulfil its fiduciary obligations and responsibilities, it has to maintain and continue to enjoy the trust and confidence of public at large. The Bank acknowledges the need to uphold the integrity of every transaction it enters into and believes that honesty and integrity in its internal conduct would be judged by its external behaviour.The Bank shall be committed in all its actions to the interest of the countries in which it operates. The Bank is conscious of the reputation it carries amongst its customers and public at large and shall endeavour to do all it can to sustain and improve upon the same in its discharge of obligations. The Bank shall continue to initiate policies, which are customercentric and which promote financial prudence. III. Philosophy Of The Code The Code envisages and expects a)adherence to the highest standards of honest and ethical conduct, including proper and ethical procedures in dealing with actual or apparent conflicts of interest between personal and professional relationships. b)full, fair and accurate disclosures in the periodic reports required to be filed by the Bank with government and regulatory agencies. c)compliance with applicable laws, rules and regulations. d)to address misuse or misapplication of the Banks assets and resources. e)the highest level of confidentiality and fair dealing within and outside the Bank. i. General Standards of conduct The Bank expects all Directors and members of the Core Management to exercise good judgement, to ensure the interests, safety and welfare of customers, employees, and other stakeholders and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. The Directors and members of the Core Management while discharging duties of their office must act honestly and with due diligence. They are expected to act with that amount of utmost care and prudence, which an ordinary person is expected to take in his/her own business. These standards need to be applied while working in the premises of the Bank, at offsite locations where the business is being conducted whether in India or abroad, at Bank-

sponsored business and social events, or at any other place where they act as representatives of the Bank. ii . A Conflict of Interest occurs when personal interest of any member of the Board of Directors and of the Core Management interferes or appears to interfere in any way with the interests of the Bank. Every member of the Board of Directors and Core Management has a responsibility to the Bank, its stakeholders and to each other. Although this duty does not prevent them from engaging in personal transactions and investments, it does demand that they avoid situations where a conflict of interest might occur or appear to occur.They are expected to perform their duties in a way that they do not conflict with the Banks interest such asa.Employment / Outside Employment - The members of the Core Management are expected to devote their total attention to the business interests of the Bank.They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Bank or otherwise is in conflict with or prejudicial to the Bank. b.Business Interests - If any member of the Board of Directors and Core Management considers investing in securities issued by the Banks customer, supplier or competitor, they should ensure that these investments do not compromise their responsibilities to the Bank. Many factors including the size and nature of the investment; their ability to influence the Banks decisions, their access to confidential information of the Bank, or of the other entity, and the nature of the relationship between the Bank and the customer, supplier or competitor should be considered in determining whether a conflict exists.Additionally, they should disclose to the Bank any interest that they have which may conflict with the business of the Bank. c.Related Parties - As a general rule, the Directors and members of the Core Management should avoid conducting Banks business with a relative or any other person or any firm, company, association in which the relative or other person is associated in any significant role.Relatives shall include: Spouse Father Mother (including step-mother) Son (including step-son) Sons wife Daughter (including step-daughter) Fathers father Fathers mother Mothers mother Mothers father Sons son Sons sons wife Sons daughter Sons Daughters husband Daughters husband

Daughters son Daughters sons wife Daughters daughter Daughters daughters husband Brother (including step-brother) Brothers wife Sister (including step-sister) Sisters husband

i.If such a related party transaction is unavoidable, they must fully disclose the nature of the related party transaction to the appropriate authority. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to that party. ii.In the case of any other transaction or situation giving rise to conflicts of interests, the appropriate authority should after due deliberations decide on its impact. B.Disclosure Standards The Bank shall make full, fair and accurate disclosures in the periodic reports required to be filed with Government and Regulatory agencies.The members of Core Management of the Bank shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board of Directors, Auditors and other Statutory Agencies, as may be required by applicable laws, rules and regulations. C.Applicable Laws The Directors of the Bank and Core Management must comply with applicable laws, regulations, rules and regulatory orders.They should report any inadvertent non-compliance, if detected subsequently, to the concerned authorities. D.Use of Banks Assets and Resources Each member of the Board of Directors and the Core Management has a duty to the Bank to advance its legitimate interests while dealing with the Banks assets and resources. Members of the Board of Directors and Core Management are prohibited from: i. using corporate property, information or position for personal gain; ii. soliciting, demanding, accepting or agreeing to accept anything of value from any person while dealing with the Banks assets and resources; iii. acting on behalf of the Bank in any transaction in which they or any of their relative(s) have a significant direct or indirect interest. E. Confidentiality and Fair Dealings Banks Confidential Information i.The Bank's confidential information is a valuable asset. It includes all trade related information, trade secrets, confidential and privileged information, customer information, employee related information, strategies, administration, research in connection with the Bank and commercial, legal, scientific, technical data that are either provided to or made available to each member of the Board of Directors and the Core Management by the Bank either in paper form or electronic media to facilitate their work or that they are able to know or obtain

access by virtue of their position with the Bank. All confidential information must be used for Banks business purposes only. ii.This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Bank's policy on maintaining and managing records. This obligation extends to confidential information of third parties, which the Bank has rightfully received under non-disclosure agreements. iii. To further the Banks business, confidential information may have to be disclosed to potential business partners.Such disclosure should be made after considering its potential benefits and risks.Care should be taken to divulge the most sensitive information, only after the said potential business partner has signed a confidentiality agreement with the Bank. iv. Any publication or publicly made statement that might be perceived or construed as attributable to the Bank, made outside the scope of any appropriate authority in the Bank, should include a disclaimer that the publication or statement represents the views of the specific author and not the bank. Other Confidential Information The Bank has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products or business plans to induce the Bank to enter into a business relationship. At other times, the Bank may request that a third party provide confidential information to permit the Bank to evaluate a potential business relationship with that party. Therefore, special care must be taken by the Board of Directors and members of the Core Management to handle the confidential information of others responsibly. Such confidential information should be handled in accordance with the agreements with such third parties. i. The Bank requires that every Director and the member of Core Management, General Managers should be fully compliant with the laws, statutes, rules and regulations that have the objective of preventing unlawful gains of any nature whatsoever. ii. Directors and the members of Core Management shall not accept any offer, payment promise to pay, or authorization to pay any money, gift, or anything of value from customers, suppliers, shareholders/ stakeholders, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commission of fraud, or opportunity for the commission of any fraud. </FONT<< p> IV.Good corporate governance practices Each member of the Board of Directors and Core Management of the Bank should adhere to the following so as to ensure compliance with good Corporate Governance practices. Dos i. Attend Board meetings regularly and participate in the deliberations and discussions effectively. ii.Study the Board papers thoroughly and enquire about follow up reports on definite time schedule. iii.Involve actively in the matter of formulation of general policies iv.Be familiar with the broad objectives of the Bank and the policies laid down by the Government and the various laws and legislations. v. Ensure confidentiality of the Banks agenda papers, notes and Minutes. Donts

i. Do not interfere in the day to day functioning of the bank. (This stipulation does not apply to the Chairman, the Managing Directors and the Core Management.) ii. Do not reveal any information relating to any constituent of the Bank to anyone. iii. Do not display the logo / distinctive design of the Bank on their personal visiting cards / letter heads. (This does not prevent the Chairman, Managing Directors and Core Management from using DO Letterheads or visiting cards with SBIs logo thereon). iv. Do not sponsor any proposal relating to loans, investments, buildings or sites for Banks premises, enlistment or empanelment of contractors, architects, auditors, doctors, lawyers and other professionals etc. v. Do not do anything, which will interfere with and / or be subversive of maintenance of discipline, good conduct and integrity of the staff. V.Waivers Any waiver of any provision of this Code of Conduct for a member of the Banks Board of Directors or a member of the Core Management must be approved in writing by the Board of Directors of the Bank. The matters covered in this Code of Conduct are of the utmost importance to the Bank, its stakeholders and its business partners, and are essential to the Bank's ability to conduct its business in accordance with its value system. I have received and read the Bank's Code of Conduct and agree to comply with the same. Name: Signature: Place & Date:

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STATE BANK OF INDIA CENTRAL OFFICE MUMBAI - 400 021. A i) SHARES AND BONDS CERTIFICATE CONSOLIDATION OF FOLIOS For the convenience of payment of dividend, transfer etc., it is desirable that the Shares held in different folios in the same names may be consolidated into one folio. For the purpose, it is required that all the original share certificates alongwith a request letter requesting for consolidation may be sent to the Registrar & Transfer Agent, M/s Datamatics Financial Services Ltd. ii) DEFACED/MUTILATED SHARE CERTIFICATE A defaced/mutilated share certificate is not accepted as good delivery in the share market. If your share certificate has been defaced or mutilated but material part like Share Certificate no., number of shares, signatures are intact, you may forward the certificate to M/s Datamatics Financial Services Limited, Registrar & Transfer Agent, with a letter signed by all the shareholders requesting for a new certificate in replacement of mutilated/defaced certificate and also furnish the details of circumstances under which the same was defaced/mutilated. In case the material parts are missing or totally illegible, it will be treated as a case of loss of share certificate and you may have to follow the procedure detailed in item No.(iv) below. iii) LODGEMENT OF SHARES FOR TRANSFER Use form 7-B as prescribed in Companies Act 1956 (Section 108(1A) for share transfer (Annexure A). The form should be used within its validity of one year or book closure whichever is later, from the date stamp of Registrar of Companies affixed on the share transfer form. All the columns of the transfer form should be filled in properly and admissible stamps (Special Adhesive share transfer stamps) should be affixed on the transfer form @ 0.25% of the market value of shares prevailing on the date of execution of the share transfer deed. The details to be filled in the share transfer form a. Name of the Company - STATE BANK OF INDIA b. Name of the Stock Exchange if purchased through Stock Exchange c. Number of shares in figures & words d. Consideration (Market Price as on date of execution of transfer deed) in figures & words e. Share Certificate Nos. and Distinctive Nos. of shares in all

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f. g. h. i. j. k. l. m. n.

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the Share Certificates should be mentioned in the transfer form Ledger folio of seller (transferor) Names of transferor(s) and their signature(s). Signatures, name and full address of witness Witness should be other than transferor(s). Name/s of the transferee/s and their signatures Occupation, address of transferee and name of the Father/Husband of transferee If transferee is already holding shares give existing Ledger Folio Number Mention value of stamps affixed Mention the date on which the document has been executed and ensure that it should be later than the date mentioned in the stamp impression affixed by the Registrar of Companies Mention place of signing of transfer form All the transferee should sign in the place provided for specimen signature On the back side of the transfer form write details of Power of Attorney Holder if PA is given Give address on which the share certificates are to be dispatched by the Transfer Agent. Affix share transfer stamps (Spl. Adhesive) in the space provided in the transfer form @ 0.25% of market value of shares prevailing on the date of execution of the share transfer deed. Enclose share certificates mentioned in the transfer form and forward the same to M/s Datamatics Financial Services Ltd.,for effecting transfer by Registered Post A/D or deliver at the counter at M/s Datamatics Financial Services Ltd., by hand and obtain acknowledgement. SEBI vide their circular no. MRD/DDP/Cir-05/2009 dated 20.05.2009 has notified that for securities market transactions and off market/private transactions involving transfer of shares in the physical form of listed companies, it is mandatory for the transferee(s) to furnish copy of PAN card for registration of transfer of shares.

iv)

It is therefore now mandatory w.e.f 02.06.2009 (from the date of amendment of the listing agreement) for the transferee(s) to furnish copy of PAN card for registration of transfer of shares along with transfer deed. ISSUE OF DUPLICATE SHARE CERTIFICATE In case of loss of share certificate from the custody of share holder or share certificate sent for transfer but lost in transit before transfer you have to immediately lodge a complaint with the nearest Police Station reporting loss of share certificate. In the complaint lodged with police you should state the following mandatory details : 1 ) 2 ) Details of share certificates viz., folio No., certificate no., distinctive no. and number of shares covered under the certificate Date of loss of certificate

3 )

Place and circumstances under which certificate is lost.

Thereafter, immediately, notify the loss of Share Certificate to M/s Datamatics Financial Services Ltd. , Registrar & Transfer Agent, through letter giving details like Ledger Folio no., Share Certificate no., number of shares etc., alongwith copy of Acknowledged Police Complaint lodged with Police. M/s Datamatics Financial Services Ltd., will take a note of it and may decide to mark stop transfer against the Share Certificate. They will also arrange to send a set of documents (affidavit, indemnity, surety form, and questionnaire) to be executed by the share holder(s) for obtaining the duplicate share certificate. M/s Datamatics Financial Services Ltd., will issue duplicate Share Certificate if your claim of loss of certificate is found correct and the documents submitted by you are in order, after completion of necessary formalities. NON-RECEIPT OF SHARES AFTER ALLOTMENT If you have received allotment advice but not the Share Certificates till date, then write to M/s Datamatics Financial Services Ltd., Registrar & Transfer Agent, furnishing the following details. a. Ledger folio no., Allotment advice no. and number of shares allotted (enclose copy of allotment advice) b. In absence of allotment advice or Ledger Folio no., please send a copy of the acknowledgment/receipt of application made for issue of shares. c. On receipt of the above details, Share Transfer Agent will advise the status of shares allotted and other details to you. NON-RECEIPT OF SHARES SENT FOR TRANSFER If you have not received the shares sent for transfer, duly transferred, within a reasonable period, say one month, you may write to M/s Datamatics Financial Services Ltd., giving the undernoted details: a. Name of transferee & transferor b. Number of shares c. Share Certificate no. d. Ledger Folio no. of transferor. e. Date of Lodgment f. Copy of acknowledgement received on lodgment REVALIDATION OF SHARE TRANSFER DEED. The transfer deed is valid for one year or up to the date of book closure whichever is later, from the date stamp of Registrar of Companies affixed on the transfer deed (form). For revalidation of the transfer deed, a demand draft of Rs.50/(Rupees Fifty only) per transfer deed drawn in favor of SBI along with the original Share Certificate and duly filled in transfer deed

v)

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are to be sent to M/s Datamatics Financial Services Ltd., along with the request for revalidation in prescribed form. viii) SUB-DIVISION OF SHARE CERTIFICATES If desired, share certificate can be sub-divided, subject to a minimum of 50 Shares (Marketable Lot). You may apply for Sub-Division of Shares to M/s Datamatics Financial Services Ltd., enclosing with the share certificate, duly signed by all the shareholders.

ix)

PAN REQUIREMENT FOR DELETION OF NAME(S) / TRANSMISSION / TRANSPOSITION OF SHARES IN PHYSICAL FORM Securities and Exchange Board of India (SEBI) vide Circular no.SEBI/MRD/DoP/SE/RTA/Cir-03/2010 dated January 07, 2010 has clarified that it shall be mandatory to furnish a copy of PAN in the following cases 1 ) Deletion of name of the deceased shareholder(s), where the shares are held in the name of two or more shareholders. 2 Transmission of shares to the legal heir(s), where ) deceased shareholder was the sole holder of shares. 3 Transposition of shares when there is a change in the ) order of names in which physical shares are held jointly in the names of two or more shareholders. Further in the said circular, SEBI has clarified that in case of mismatch in PAN card details as well as difference in maiden name and current name (in case of married women) of the investors, the RTAs can collect the PAN card as submitted by the transferee(s). However, this would be subject to the RTAs verifying the veracity of the claim of such transferee(s) by collecting sufficient documentary evidence in support of the identity of the transferee(s). DELETION/ADDITION OF NAME If the shares are held in Joint Names of two or three persons and deletion or addition in the names is required, it amounts to transfer of shares. Similarly, if the shares are held in single name and you want to add any person(s) as joint holder(s), it also amounts to transfer of shares. You may send your request alongwith share certificate(s) and duly filled in and stamped transfer form to M/s Datamatics Financial Services Ltd. , Registrar & Transfer Agent, for necessary changes.

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DELETION OF NAME OF THE DECEASED JOINT HOLDER An application signed by the surviving member alongwith original or an attested/notarised copy of death certificate issued by the competent authority may be sent to M/s Datamatics Financial

Services Ltd. , Registrar & Transfer Agent. M/s Datamatics Financial Services Ltd. will take appropriate actions and return the share certificate(s) after doing the needful. xii) TRANSPOSITION OF SHARES Transposition is the change in the order of the names of joint holders in the share certificate. The shareholders are required to send a request letter to M/s Datamatics Financial Services Ltd., Registrar & Transfer Agent, signed by all the joint holders indicating the new/fresh order in which they want the names to appear in the share certificate. The original Share Certificate along with the request letter may be forwarded to the Share Transfer Agent. Share Transfer Agent will verify the signatures of shareholders with the signatures available on record and if satisfied, accede to the request of shareholders and dispatch the Share Certificate to them at their recorded address.

xiii )

TRANSMISSION OF SHARES IN THE EVENT 0F DEATH OF THE SOLE SHARE HOLDER In the event of death of the sole shareholder, the information of death must be intimated to Registrar & Transfer Agent along with the original or attested copy of the death certificate. In case the shareholding is over 500 shares or the value of shares exceeds Rs. 10 lac, Legal heirs should obtain proper legal representations like Succession Certificate/Letter of Administration / Probate of the Will as applicable and forward the share certificates together with legal representation to M/s Datamatics Financial Services Ltd. In case the shareholding of the single deceased shareholder is maximum of 500 shares of Rs.10 each subject to a maximum market value of Rs.10 lacs on the latest available quotation of the Stock Exchange, Mumbai and the deceased has left no other assets in his name requiring legal representation and there is no dispute on the ownership of the shares between the legal heirs and the deceased has not left any will / testamentary instrument, the Bank may at its discretion permit transmission without insisting for legal representation. In such event Legal heirs should submit the Death Certificate and duly prescribed stamped documents as under:-

a. b. c.

Title Claim Form Affidavit sworn in by the claimants. Heirship Certificate from revenue authority if issued in a particular area/Sworn Affidavit.

d. e. f.

No Objection Certificate from other heirs in favor of person claiming the title to shares Surety Form Indemnity

xiv)

The above procedure will not be applicable to shares in demat form. Please note that all communications in respect of demat shares should be addressed to the concerned Depository Participant where demat account is maintained and not to M/s Datamatics Financial Services Ltd. /or the Bank. DEMATERIALISATION OF SHARES For Dematerialisation of shares, an account with Depository Participant (DP) is required to be opened in the style in which the shares are held in physical form. On opening an account with Depository Participant (DP), the Share Certificates along with duly filled in Demat Request Form are to be submitted to Depository Participant (DP) for Dematerialisation. Depository Participant(DP) will electronically advise Depository, a. b. Details of shares lodged for demat and Forward the Demat Request Form & Share Certificate to the Share Registrar & Transfer Agent (M/s Datamatics Financial Services Ltd. ) for cancellation of share certificates in physical form and crediting the shares with Depository Participant(DP).

NOMINATION FACILITY There is no provision in SBI Act for nomination in case of SBI equity shares. For your convenience, you may hold shares in joint name. The shares can be held in the names of maximum three persons. If you are holding shares in a single name and want to add one or two names, you may send your share certificate along with duly filled in transfer deed to M/s Datamatics Financial Services Ltd.Please remember that, the maximum number of holders of shares should not exceed three.

DIVIDEND i)NON-RECEIPT/LOSS OF DIVIDEND WARRANT Write to M/s Datamatics Financial Services Ltd., under your signature, furnishing details like Ledger Folio No. , Certificate. No., Number of shares, change of address, if any, and period for which dividend is not received, if the shares are held in physical form. If the shares are held in demat form furnish details like, client ID, DPID name of Depository Participant (DP) & Depository and

period for which dividend is not received. M/s Datamatics Financial Services Ltd. will advise you suitably in the matter. ii)REVALIDATION OF DIVIDEND WARRANT The dividend warrants not encashed within their validity period, are required to be revalidated. Dividend warrant may be sent to the M/s Datamatics Financial Services Ltd., with a request to revalidate the same and return. M/s Datamatics Financial Services Ltd., will take appropriate action and advise the same. iii)NATIONAL ELECTRONIC CLEARING SERVICE (NECS)/ ELECTRONIC CLEARING SERVICE (ECS) Reserve Bank of India has introduced National Electronic Clearing Service (NECS) facility after discontinuation and merger of Centralised Electronic Clearing Service (Cen-ECS) for bringing efficiency and uniformity in ECS operations by leveraging corebanking solution. Further, local ECS (Credit) is operational at major locations and transaction pertaining to bank or branches which are not covered under NECS can be submitted as part of local ECS.

NECS/ECS provides the following benefits


Direct credit of dividend amount in the Bank Account Elimination of postal delays Elimination of loss of dividend warrants in transit Elimination of fraudulent encashment No need of revalidation/duplicate issue of dividend warrants.

If the shares are held in physical form, please send your request to our Transfer Agents M/s Datamatics Financial Services Ltd., with following details. a. b. c. d. e. Your ledger folio No./Client ID No Name of the Bank & Address of the Branch where you maintain a/c Your account No. in the Branch to which you want that Dividend/Interest to be credited A copy of cancelled cheque of the account to which the Dividend/Interest is to be credited. On opting for the NECS, your account will be credited directly with the amount of Dividend/Interest as applicable.

However, when the shares are in demat form please approach your Depository Participant (DP) for availing this facility indicating therein the details of account where the dividend/interest is to be credited.

CHANGE OF ADDRESS Any change in address should be communicated in writing under the signature of shareholder(s) giving the earlier and new address Ledger Folio No., Certificate No., Number of shares held etc. to M/s Datamatics Financial Services Ltd., if the shares are in physical form. If the shares are in dematerialized form, you may write to your Depository Participant (DP) giving your client ID No. for change of address.

NON-RECEIPT OF ANNUAL REPORTS Write to M/s Datamatics Financial Services Ltd., furnishing your Ledger Folio No., address, requesting for Annual Report. If you are holding shares in demat form, furnish your Client ID, Depository Participant ID (DPID), name of the Depository Participant & Depository. M/s Datamatics Financial Services Ltd. will arrange to send the Annual Report.

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