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Centurion Bank of Punjab Ltd has informed BSE that the Compensation Committee of the Board at its meeting held on May 02, 2008 have allotted 44,73,200 equity shares having a nominal value of Re 1/- each pursuant to exercise of stock options granted under the General “Employee Stock Option Plan - 2004″.

The Committee also allotted 3,69,75,000 equity shares having nominal value of Re 1/- each per share pursuant to exercise of stock options granted under the “Key Employee Stock Option Plan 2004″.

Centurion Bank of Punjab Ltd has informed BSE that the shareholders at the Extra Ordinary General Meeting (EGM) of the Bank held on March 27, 2008, have approved the Scheme of Amalgamation of Centurion Bank of Punjab Ltd with HDFC Bank Ltd, subject to the approval of the Reserve Bank of India. The proposal was approved by the requisite majority as per the provisions of Section 44A of the Banking Regulation Act, 1949.

Centurion Bank of Punjab Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Bank will be held on March 27, 2008, inter alia, to the draft scheme of Amalgamation Centurion Bank of Punjab Ltd with HDFC Bank Ltd (”HDFC Bank” or the “Transferee Bank”) in terms of the share swap ratio, as determined in the joint independent valuation report dated February 25, 2008 of M/s. Dalal & Shah, Chartered Accountants and Ernst and Young Pvt Ltd, of one (1) equity share of Rs 10/- each of the HDFC Bank Ltd for every twenty-nine (29) equity shares of Re 1/- each of Centurion Bank of Punjab Ltd.

Centurion Bank of Punjab Ltd has informed BSE that the Compensation Committee of the Board at its meeting held on February 28, 2008 has allotted 90,92,453 equity shares of face value of Re.1/- each pursuant to exercise of stock options granted under the General ?Employee Stock Option Plan ? 2004?.

The Committee also allotted 2,45,25,000 equity shares of face value of Re.1/- each pursuant to exercise of stock options granted under the ?Key Employee Stock Option Plan 2004?.

Centurion Bank of Punjab Ltd has informed BSE that the Board of Directors of the Bank at its meeting held on February 28, 2008, has taken the following decisions:

1. Reaffirmed the share swap ratio for the, merger of the Bank with HDFC Bank Ltd as determined in the joint valuation report dated February 25, 2008 of M/s. Dalal & Shah, Chartered Accountants and Ernst & Young Pvt Ltd and the issuance of 1 (one) equity share of Rs.10/- each HDFC Bank Ltd for every 29 (twenty-nine) equity shares of Re. 1/-
each held in Bank.

2. Approved the draft Scheme of Amalgamation.

3. Approved the Notice and Explanatory statement to convene an Extraordinary General Meeting on March 27, 2008 at Panaji, Goa to consider the above matters.

Centurion Bank of Punjab Ltd has informed BSE that the Board of Directors of the Bank at its meeting held on February 23, 2008, has considered, in-principle, a merger of Centurion Bank of Punjab Ltd with HDFC Bank Ltd. The Board has accorded in-principle consent to pursue the merger, subject to satisfactory due diligence, a fair share swap ratio and receipt of approvals from the Reserve Bank of India, Stock Exchanges and other requisite statutory and regulatory authorities and the respective Boards and shareholders.

Ambit Corporate Finance Pte Ltd and J M Financial Consultants Pvt Ltd are the investment bankers to Centurion Bank of Punjab Ltd and HDFC Bank Ltd respectively.

M/s. Dalal & Shah, Chartered Accountants and Ernst & Young Pvt Ltd, have been jointly appointed as the independent valuers to determine the share swap ratio. M/s. J Sagar Associates has been appointed as the legal advisor for the transaction.

The Board intends to meet again on:

- February 25, 2008 to consider the terms of the merger including swap ratio after receipt of the valuation reports.

- February 28, 2008 to consider the draft Scheme of Amalgamation, Due Diligence Report and any other matter as required.

Centurion Bank of Punjab Ltd has informed BSE that a meeting of the Board of Directors of the Bank will be held on February 23, 2008, to consider, in-principle, a possible merger between Centurion Bank of Punjab Ltd and HDFC Bank Ltd.