Notice of AGM

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					              NOTICE OF TENTH ANNUAL GENERAL MEETING OF
               SHAREHOLDER MEMBERS OF SYNDICATE BANK

NOTICE is hereby given that the Tenth Annual General Meeting of the shareholder
members of SyndicateBank will be held at SyndicateBank Golden Jubilee
Auditorium, Manipal - 576 104             on Friday, the 26th June 2009 at
11.00 A M to transact the following business:

   1. To discuss, approve and adopt, the Balance Sheet of the Bank as at
      31st March 2009 and the Profit & Loss Account of the Bank for the year ended
      on that date, the Report of the Board of Directors on the working and activities
      of the Bank for the period covered by the Accounts and the Auditors’ Report
      on the Balance Sheet and Accounts.

   2. To declare dividend for the financial year 2008-09.

   3. To consider and if thought fit pass with or without modification the following
      resolution(s) as a Special Resolution:

“RESOLVED THAT subject to the provisions of the Companies Act, 1956, including
any statutory modifications or re-enactment thereof, the Securities Contract
(Regulation) Act, 1956 and the rules framed thereunder and other applicable laws,
rules and regulations and guidelines and subject to such other approvals,
permissions, sanctions etc. as may be necessary and subject to such conditions as
may be prescribed by any authority while granting such approvals, permissions,
sanctions etc. which may be agreed upon by the Board of Directors (hereinafter
referred to as the Board” which expression shall be deemed to include any
Committee of the Board for the time being, exercising the powers conferred by the
Board), the consent of the members of the Bank be and is hereby accorded to the
Board to voluntarily delist the equity shares of the Bank from Bangalore Stock
Exchange where the equity shares of the Bank are currently listed.

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised
to settle all questions, difficulties or doubts as may arise, with regard to voluntary
delisting of shares, as it may in its absolute discretion deem fit.

“RESOLVED FURTHER THAT the Board be and is hereby authorised to take all
necessary steps in this regard in order to comply with all the legal and procedural
formalities and to do all acts, deeds, matters and things as it may in its absolute
discretion deem necessary and appropriate to give effect to the above resolution.

   4. “To elect three Directors from amongst shareholders of the Bank (other than
      the Central Government) to fill the vacancies which will be caused on 23rd
      June 2009 on account of the cessation of term of office of shareholder
                                         2


      Directors and in respect of whom valid nominations are received in terms of
      Section 9(3)(i) of The Banking Companies (Acquisition and Transfer of
      Undertakings) Act, 1970 (hereinafter referred to as the "Act") read with The
      Banking Regulation Act, 1949 and The Nationalized Banks (Management And
      Miscellaneous Provisions) Scheme, 1970 (hereinafter referred to as the
      "Scheme") and SyndicateBank (Shares & Meetings) Regulations, 1998
      (hereinafter referred to as the ("Regulations") made pursuant to Section 19 of
      the Act and to pass the following resolution :


"RESOLVED THAT three Directors elected from amongst the shareholders other
than the Central Government in respect of whom valid nominations are received to
fill the vacancies that will be caused on account of retirement of the existing
Directors pursuant to Section 9(3)(i) of the Act read with Scheme and Regulations
made thereunder be and are hereby appointed as the Directors of the Bank to
assume office from 27th June 2009 and shall hold office until the completion of a
period of three years from the date of such assumption."




                                               By Order of the Board of Directors


Place: MANIPAL
Date : 28.05.2009
                                                      (V K NAGAR)
                                                   EXECUTIVE DIRECTOR
                                         3


NOTES:

(i)     The Explanatory Statement setting out the material facts in respect of the
        business of the meeting is annexed hereto.

(ii)    APPOINTMENT OF PROXY

A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF/HERSELF AND SUCH A PROXY NEED NOT BE A SHAREHOLDER OF
THE BANK. The Proxy form, in order to be effective, must be received by the Bank
at the Head Office of the Bank at Manipal not less than FOUR DAYS before the date
of the Annual General Meeting i.e., on or before the closing hours of Saturday, the
20th June 2009.

(iii)   APPOINTMENT OF AN AUTHORISED REPRESENTATIVE

No person shall be entitled to attend or vote at the meeting as a duly authorized
representative of a Company or any body corporate which is a shareholder of the
Bank, unless a copy of the resolution appointing him/her as a duly authorized
representative, certified to be true copy by the Chairman of the meeting at which it
was passed, shall have been deposited at the Head Office of the Bank at Manipal
not less than FOUR DAYS before the date of the Annual General Meeting, i.e., on or
before the closing hours of Saturday, the 20th June 2009.

(iv)    ATTENDANCE SLIP-CUM-ENTRY PASS

For the convenience of the shareholders, Attendance Slip-Cum-Entry Pass is
annexed to this notice. Shareholders/ Proxy holders/Authorised Representatives are
requested to affix their signatures at the space provided therein and surrender the
same at the venue. Proxy/Authorized Representative of shareholders should state
on the Attendance Slip-Cum-Entry Pass as "Proxy" or "Authorized Representative"
as the case may be.

(v)     COPIES OF ANNUAL REPORT

Shareholder Members are advised that copies of the Annual Report will not be
distributed at the venue of the Annual General Meeting and hence the Members are
requested to bring their copies of the Annual Report, which are mailed by the Bank
to them at the registered addresses.

(vi)    INFORMATION ON THE ACCOUNTS

Shareholders seeking any information on the Accounts are requested to write to the
Bank, which should reach the Bank atleast one week before the date of the Annual
General Meeting so as to enable the Management to keep the information ready.
Replies will be provided only at the Annual General Meeting.
                                         4


(vii)   SPECIFIED DATE FOR THE PURPOSE OF ASCERTAINMENT OF
        SHAREHOLDERS ENTITLED TO PARTICIPATE IN THE ELECTION

As announced vide Notice dated 12th May 2009 published in the newspapers (Times
of India, Business Line and Udayavani (Karnataka Edition) those shareholders
whose names appear in the Register of Shareholders of the Bank as on the
Specified Date i.e., 20th May 2009 shall be entitled to participate i.e. nominate,
contest and vote in election of Directors from amongst shareholders (other than the
Central Government).

(viii) BOOK CLOSURE

The Register of shareholders and the Share Transfer Register of the Bank will
remain closed from Friday, the 19th June 2009 to Friday, the 26th June 2009 (both
days inclusive), for the purpose of Annual General Meeting and for ascertaining the
entitlement of final dividend 2008-09.

(ix)    PAYMENT OF DIVIDEND

Payment of final dividend to shareholders as proposed by the Board of Directors
shall be paid to those shareholders holding shares in physical form, whose names
appear on the Register of Members/ Shareholders of the Bank as on Friday, the
26th June 2009 and in respect of shares held in dematerialised form the dividend will
be paid on the basis of beneficial ownership as per details to be furnished by the
depositories    as    at   the    end     of    business     on    Thursday,     the
   th
18 June 2009 and the dividend warrants shall be mailed / credited within 30 days
from the date of Annual General Meeting.

(x)     BANK MANDATE FOR DIVIDEND OR ELECTRONIC CLEARING SERVICE
        (ECS)

a)      The shareholders are required to furnish their Bank Account number, the
name of the Bank and the Branch where they would like to deposit the Dividend
warrants for encashment. These particulars will be printed on the cheque portion of
Dividend warrants, besides the name of the shareholders so as to avoid fraudulent
encashment of warrants. The above mentioned details should be furnished by the
first/sole shareholder directly to the Registrar & Transfer Agent at Hyderabad,
quoting the folio number, number of shares held, details of the holdings etc.

b)      The Bank is also offering the facility of ECS for shareholders residing in
specified cities. This facility could be used by the shareholder instead of Bank
Mandate system for receiving the credit of dividend. Option Form is annexed to this
report.

c)    The ECS facility is presently in operation at 64 Centres approved by RBI. List
of ECS centres is annexed to this report.

(xi) TRANSFERS
Share certificates along with transfer deeds should be forwarded to the Registrar and
Transfer Agent for transfer.
                                           5



(xii)    CHANGE OF ADDRESS

a)     Holding of shares in Physical Forms
Shareholders’ holding shares in physical form are requested to intimate changes, if
any, in their registered address, dividend mandate and the particulars of the Bank,
Branch and Bank account number, etc., to the Registrar and Share Transfer Agent of
the Bank at the following address:

                         M/s. Karvy Computershare (P) Ltd.,
                                Unit: SyndicateBank
                                  Plot No. 17 to 24,
                             Vithalrao Nagar, Madhapur
                              HYDERABAD – 500 081

b)       Holding of shares in Electronic Form

In case of Beneficial owners holding shares in Electronic Form i.e. through a Demat
account, the Bank will take into consideration only the details like address, dividend
mandate and the particulars of the Bank, branch and bank account number etc.,
available with their Depository Participant (DP).

BENEFICIAL OWNERS ARE THEREFORE REQUESTED TO ENSURE THAT THE
ADDRESS, BANK DETAILS, ETC., ARE DULY UPLOADED WITH THEIR
DEPOSITORY PARTICIPANTS SO THAT THEY MAY RECEIVE THE
COMMUNICATION, ANNUAL REPORTS, DIVIDEND ETC., IN TIME.

(xiii)   COMPULSORY TRADING OF SHARES                        OF     THE     BANK      IN
         DEMATERIALISED (DEMAT) FORM:

Pursuant to the directive given by SEBI, trading of our Bank shares in
Dematerialized form has been made compulsory for all investors with effect from
June 26, 2000.

The Bank has entered into an agreement with National Securities Depository Ltd.
(NSDL) and Central Depository Services (India) Ltd. (CDSL) as an issuer company
for dematerialization of Bank's shares.

Request for dematerialization may be sent through respective depository participants
to our Registrars and Share Transfer Agents.

(xiv) CONSOLIDATION OF FOLIOS

Shareholders holding shares in various folios with identical names and in same order
are requested to furnish details of such holding to the Share Transfer Agents, to
enable them to consolidate those holdings into a single holding. This will facilitate the
Bank to service the shareholders more effectively.

(xv) OTHER INFORMATION
Shareholders may kindly note that no gift/ coupon will be distributed at the meeting.
                                          6



(xvi) INVESTOR RELATIONS CENTRE

In order to facilitate quick and efficient service to the shareholders, SyndicateBank
has set up an Investor Relations Centre at its Corporate Office, Bangalore.
Shareholders may contact this Centre at the under mentioned address for any
assistance.

The Company Secretary
Investor Relations Centre
SyndicateBank - Corporate Office
Gandhinagar
BANGALORE - 560 009
Tel 080 - 22283030, Fax - 080 - 22283030
E-mail: inrc@syndicatebank.co.in (General)
Investor Grievances: syndinvest@syndicatebank.co.in


(xvii) ELECTION OF DIRECTORS

QUALIFICATIONS REQUIRED FOR BEING ELECTED AS A DIRECTOR OF THE
BANK

i. In terms of Section 9 (3A) of the Banking Companies (Acquisition and Transfer of
Undertakings) Act , a candidate being a shareholder of the Bank and who desires to
be a Director of the Bank shall -

          a. have special knowledge or practical experience in respect of one or
             more of the following matters namely :-

                       - agriculture and rural economy
                       - banking
                       - co-operation
                       - economics
                       - finance
                       - law
                       - small scale industry
                       - any other matter the special knowledge of, and
                       practical experience in, which would, in the opinion of the
                       Reserve Bank of India is useful to the Bank.

          b. represents the interest of depositors; or
          c. represents the interest of farmers, workers and artisans.


DISQUALIFICATIONS FROM BEING ELECTED AS A DIRECTOR OF THE BANK

In terms of Clause 10 of the Nationalised Banks (Management & Miscellaneous
Provisions) Scheme, 1970, a person shall be disqualified from being appointed as,
and from being a Director:
                                           7




          (a) if he has at any time being adjudicated as an insolvent or has
              suspended payment or has compounded with his creditors; or
          (b) if he has been found to be of unsound mind and stands so declared by
              a competent court; or
          (c) if he has been convicted by criminal court of an offence which involves
              moral turpitude or
          (d) if he holds any office of profit under any nationalized Bank or State
              Bank of India constituted under sub-section (1) of Section 3 of the
              State Bank of India Act, 1955 or any subsidiary Bank as defined in
              Section 3 of the State Bank of India (Subsidiary Banks) Act, 1959
              except for holding the post of a whole-time Director, including the
              Managing Director and Directors nominated under clauses (e) and (f)
              of sub-section (3) of Section 9 of the Act from among the employees of
              the Bank.

TENURE OF DIRECTORS

Pursuant to Clause 9(4) of the Scheme, an elected Director shall hold office for three
years and shall be eligible for re-election.

Provided no such Directors shall hold office continuously for a period exceeding six
years.

Attention of shareholders is invited to Section 9(3B) of the Act, on the right of
Reserve Bank of India to remove a Director so elected under Section 9 (3) (i) of the
said Act, who does not fulfill the requirements of Section 9 (3A) of the said Act.

NOMINATION OF CANDIDATES FOR ELECTION

No nomination of a candidate for election as a Director shall be valid unless,

             he is a shareholder         holding 100 shares in the Bank as on
              20th May 2009 being the specified date for participating in the election;
             as on 11th June 2009 he is not disqualified to be Director under the
              Banking Companies (Acquisition and Transfer of Undertakings) Act,
              1970 or under the Nationalised Banks (Management & Miscellaneous
              Provisions) Scheme, 1970;
             he has paid all calls in respect of the shares of the Bank held by him,
              whether alone or jointly with others, on or before the last date fixed for
              the payment of the call.
             the nomination is in writing signed by atleast one hundred shareholders
              entitled to elect Directors under the Act or by their duly constituted
              attorneys, provided that a nomination by shareholder who is a
              Company may be made by a resolution of the Directors of the said
              Company and where it is so made, a copy of the resolution certified to
              be true copy by the Chairman of the meeting at which it was passed
              shall be dispatched to the General Manager (Personnel), Head Office
              of the Bank addressed to the Head office, Post Box No.1, Manipal
                                               8


                   – 576 104 and such copy shall be deemed to be a nomination on
                  behalf of such Company.
                 The nomination is accompanied or contains a declaration signed by
                  the candidate before a Judge, Magistrate, Registrar or Sub-
                  Registrar of Assurances or other Gazetted Officer or an officer of the
                  Reserve Bank of India or any other nationalized Bank, that he accepts
                  the nomination and is willing to stand for election, and that he is not
                  disqualified under the said Act or the said Scheme or the Syndicate
                  Bank (Shares & Meetings) Regulations, 1998 from being a Director.

LIST OF SHAREHOLDERS

To enable the Shareholders to contest the election, a copy of the List of
Shareholders as mentioned in Regulation 64 of the Syndicate Bank (Shares &
Meetings) Regulations, 1998 will be made available Chairman’s Secretariat
Syndicate Bank, Head office, Post Box No.1, Manipal – 576 104 from 04th June
2009 onwards for purchase by shareholders on payment of Rs.50,000/- for hard
copy and Rs.10000/- for soft copy, by demand draft in favour of Syndicate Bank
payable at Manipal / Udupi alongwith an application made for this purpose.

The Register of Shareholders is open for inspection at the Head office, Post Box
No.1, Manipal – 576 104 on all working days from 3.00 p.m. to 5.00 p.m. (Saturday
11.00 a.m. to 1.00 p.m.). If any shareholder requires a copy or computer prints of the
register or any part thereof, the same shall be supplied to him on pre-payment at the
rate of Rs.5/- for every 1,000 words or fractional part thereof required to be copied.

SUBMISSION OF NOMINATION FORMS

   Shareholders desirous of contesting the election of the Directors of the Bank from
   amongst the shareholders, other than the Central Government should submit
   their Nomination Forms (a minimum of 100) in the format annexed to this Notice
   alongwith the declaration form and connected documents such as testimonials
   viz. Bio data, certificates etc., to the General Manager - Personnel, Head office,
   Post Box No.1, Manipal – 576 104 on any working day not less than fourteen
   days before the date fixed for the Annual General Meeting i.e., on or before the
   closing hours of Thursday, 11th June 2009. The said nomination forms should
   be complete in all respects and should be duly filled in by a minimum of 100
   shareholders in the format annexed to this notice, failing which, the nominations
   are liable to be rejected.

SCRUTINY OF NOMINATIONS

         i.       Nominations shall be scrutinized on Friday, the 12 th June 2009 the first
                  working day following the date fixed for the receipt of the nominations
                  and in case any nomination is not found to be valid, the same shall be
                  rejected after recording the reasons therefor.
        ii.       Valid Nominations will then be scrutinized by the Nomination
                  Committee of the Board on Monday, the 15th June 2009 to ascertain
                  the fit and proper status of the candidates as per Reserve Bank of India
                  guidelines.
                                            9


        iii.   If there are only three valid nominations for the vacancies to be filled by
               the election, the candidates whose nominations have been found to be
               valid, shall be deemed to be elected forthwith and their names and
               addresses shall be published as so elected. In such an event there
               shall not be any election at the meeting and the item No. 4 with regard
               to election of Directors shall not be taken up.
        iv.    In the event of an election being held, if valid nominations are more
               than the number of Directors to be elected, the names of the
               candidates shall be published in the newspapers and candidates
               polling the majority of the votes shall be elected.
        v.     Directors elected to fill in an existing vacancy shall be deemed to
               have assumed office from the date following the date of occurrence of
               vacancies and hold office until the completion of a period of three years
               from the date of such assumption.
        vi.    If there is any dispute, the same will be settled as per Regulation 67 of
               the SyndicateBank (Shares & Meetings) Regulations, 1998

WITHDRAWAL OF NOMINATIONS

If any candidate desires to withdraw his nomination, he would be entitled to do at any
time prior to closing hours of the Bank on Thursday, 25th June 2009.

VOTING RIGHTS

In terms of Sub Section (2E) of Section 3 of the Banking Companies (Acquisition and
Transfer of Undertakings) Act, no shareholder of the corresponding new Bank, other
than the Central Government, shall be entitled to exercise voting rights in respect of
any shares held by him/her in excess of one per cent of the total voting rights of all
the shareholders of the Bank.

EXPLANATORY STATEMENT TO ITEM NO. 3

The equity shares of the Bank are listed in Bombay Stock Exchange Limited, (BSE)
and the National Stock Exchange of India Limited (NSE) in addition to Bangalore
Stock Exchange. Due to technological improvements in the recent past, the shares
of the Bank are now, traded all over India through on-line terminals provided by BSE
and NSE. It has been observed that there is minuscule trading of the Bank’s equity
shares in the Bangalore Stock Exchange and it is therefore, felt that continued listing
with the Bangalore Stock Exchange does not provide any significant tangible
advantage to the shareholders of the Bank and the proposed delisting would not
cause any inconvenience to those shareholders residing in and around Bangalore.
The said delisting would also result in savings in terms of reduced costs,
administrative work and avoidance of delay and inconvenience.

The equity shares of the Bank will continue to be listed on BSE and NSE, exchanges
having nationwide terminals in view of the aforesaid guidelines.

There will be no change in the capital structure of the Bank post delisting from the
aforesaid Stock Exchange.
                                         10


None of the Directors of the Bank are individually interested or concerned in the
aforesaid item of business.

EXPLANATORY STATEMENT TO ITEM NO. 4

The Bank had appointed three Directors, viz. Mr. M Bhaskara Rao, Mr. AR
Nagappan and Mr. Bhupinder Singh Suri elected from amongst the Shareholders of
the Bank other than the Central Government at the Extra-ordinary General Meeting
held on 23rd June 2006 who assumed office on 24th June 2006 and will hold Office till
23rd June 2009.

With a view to fill in the vacancies and to reconstitute the Board of Directors of the
Bank, the Bank has in terms of the Regulations, has convened the General Meeting
of the Shareholders of the Bank to elect three Directors from amongst the
shareholders other than the Central Government.

A Director so elected shall be deemed to have assumed Office from the date
following date of occurrence of vacancies. As per the Nationalized Banks
(Management & Miscellaneous Provisions) Scheme, 1970 as amended, a Director
so elected shall hold office for three years and shall be eligible for re-election,
provided that no such Director shall hold office continuously for a period exceeding
six years.

Directors of the Bank may be deemed to be concerned or interested in the aforesaid
item of business, in case they contest the election.




Place: Manipal
Date: 28.05.2009
                                                EXECUTIVE DIRECTOR

				
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