RBL Bank has informed stock exchanges about a corrigendum issued by Emirates NBD Bank regarding its open offer documentation, following regulatory approval from the Reserve Bank of India. The corrigendum, dated April 11, 2026, addresses key amendments required after receiving RBI clearance for the proposed acquisition.

Open Offer Details

Emirates NBD Bank has announced an open offer to acquire RBL Bank shares with the following parameters:

The offer represents a significant acquisition by the UAE-based Emirates NBD Bank, with J.P. Morgan India Private Limited serving as the manager to the open offer.

RBI Approval and Stipulations

The Reserve Bank of India granted approval on April 01, 2026, for Emirates NBD to acquire up to 74.00% and not below 51.00% of RBL Bank's total paid-up share capital. The approval came with specific stipulations regarding board composition and governance requirements.

Key RBI stipulations include:

• Application of provisions for foreign banks operating in wholly owned subsidiary mode
• Modified requirements for independent directors in board meetings
• Mandatory amendments to RBL Bank's articles of association

The RBI referenced Chapter IV of the Reserve Bank of India (Commercial Banks - Governance) Directions, 2025, which requires not less than two-thirds of directors to be non-executive and not less than one-third to be independent of management.

Board Composition Changes

The RBI approval necessitated amendments to the original Investment Agreement provisions regarding director nominations. The revised terms specify that Emirates NBD will have the right to nominate all non-independent directors, subject to applicable law and RBI governance directions.

The amendments affect multiple sections of the open offer documentation:

Regulatory Compliance Requirements

RBL Bank must now obtain additional approvals to complete the transaction. The bank needs to secure shareholder approval through a special resolution under Section 14(1) of the Companies Act, 2013, for amending its articles of association.

The amended definition of "Required Statutory Approvals" now includes RBL Bank obtaining approval from both the RBI and its shareholders for the necessary articles of association amendments. These changes ensure compliance with the revised board composition requirements as advised by the RBI.

Publication and Documentation

The corrigendum was published on April 12, 2026, in multiple newspapers to ensure wide dissemination:

The corrigendum maintains all other terms and conditions of the original open offer while incorporating the necessary amendments to comply with RBI requirements. MUFG Intime India Private Limited serves as the registrar to the offer, facilitating the administrative aspects of the acquisition process.

RBL Bank has published newspaper advertisements confirming the completion of notice dispatch for its extraordinary general meeting (EGM) scheduled for May 4, 2026, at 11:00 AM IST through video conferencing. The bank published advertisements in Financial Express (English) and Punyanagari (Marathi) on April 12, 2026, informing stakeholders about the EGM notice dispatch completion on April 11, 2026.

EGM Notice Publication and Compliance

Pursuant to Regulations 30 and 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBL Bank completed the dissemination of EGM notices through electronic mode to members whose email addresses are registered with the bank, depository participants, or registrar and transfer agents MUFG Intime India Private Limited.

EGM Meeting Details and Participation

The extraordinary general meeting will be conducted through video conferencing (VC) and other audio-visual means (OAVM) with the deemed venue being the bank's registered office at 1st Lane, Shahupuri, Kolhapur - 416001. Members can participate through www.evotingindia.com , and those attending via VC/OAVM will be counted for quorum purposes under Section 103 of the Companies Act.

Remote E-voting and Participation Process

The bank has engaged CDSL services for remote e-voting facility, available to members whose names are recorded in the Register of Members or Register of Beneficial Owners as on the cut-off date of April 27, 2026. Members eligible to cast votes must hold equity shares as on the cut-off date.

Member Registration and Support

Members requiring physical copies of the notice can request them via email at investorgrievances@rbl.bank.in , including their Folio Number, DP ID, Client ID, and shareholding details. For unregistered email addresses or mobile numbers, physical shareholders must update details with MUFG Intime India Private Limited, while demat shareholders should update information with their respective depository participants.

Results Declaration Process

The voting results will be declared within two working days from the EGM conclusion and will be available on the bank's website at www.rbl.bank.in and CDSL's website at www.evotingindia.com . Results will also be submitted to BSE Limited and National Stock Exchange of India Limited and displayed at the bank's registered and controlling offices.