RBL Bank EGM: Shareholders Approve All Resolutions on May 4, 2026

RBL Bank held its Extraordinary General Meeting (EGM) on May 4, 2026, at 11:00 a.m. (IST) through Video Conferencing (Webex facility) provided by Central Depository Services (India) Limited (CDSL). The meeting was convened to consider three resolutions, all of which were passed with the requisite majority by shareholders. Mr. Chandan Sinha, Part-time Chairman of the Board, chaired the EGM, which concluded at 12:40 p.m. (IST). The voting process was conducted through remote e-voting and e-voting during the EGM, with results certified by S. N. Ananthasubramanian & Co., appointed as scrutinizers.

Meeting Attendance and Participation

The total number of shareholders on the record date of April 27, 2026, stood at 3,30,335, holding 61,83,45,307 equity shares. Remote e-voting was conducted from April 29, 2026, to May 3, 2026. A total of 102 members attended the EGM through video conferencing. The EGM Notice had been sent on April 11, 2026, by electronic mode to members whose email addresses were registered with the Bank or Depository Participants.

The following directors were present at the EGM, along with the Company Secretary and other attendees:

Name:	Designation
Mr. Chandan Sinha	Independent Director and Part-time Chairman
Mr. R. Subramaniakumar	Managing Director & CEO
Mr. Jaideep Iyer	Executive Director
Ms. Ranjana Agarwal	Independent Director and Chairperson of Audit Committee
Ms. Veena Mankar	Non-Independent Director and Chairperson of Stakeholders' Relationship Committee
Mr. Manjeev Singh Puri	Independent Director and Chairman of Nomination and Remuneration Committee
Dr. Sivakumar Gopalan	Independent Director
Mr. Soma Sankara Prasad	Independent Director

Mr. Deepak Ruiya, Interim Chief Financial Officer, representatives of Statutory Auditors M/s KKC & Associates LLP and M/s Singhi & Co., Chartered Accountants, and representatives of Secretarial Auditors M/s. S. N. Ananthasubramanian & Co., Company Secretaries, were also present at the EGM.

Resolutions Considered

The following resolutions were placed before the members at the EGM:

Item No:	Resolution	Type
1.	Amendment to the Articles of Association and grant of Special Right regarding Director Nomination to Identified Shareholder of the Bank	Special Resolution
2.	Amendment to the Articles of Association of the Bank	Special Resolution
3.	Approval of Fixed Remuneration payable to Mr. Chandan Sinha (DIN: 06921244) as Non-Executive Part-time Chairman	Ordinary Resolution

Members who had registered as speakers were invited to put forth their observations and seek clarifications. Speaker shareholders expressed appreciation of the Board of Directors and the Management Team for securing one of the largest foreign investments in the Bank, noting it would materially accelerate the Bank's future growth and strengthen its balance sheet. The Managing Director & CEO addressed member queries and provided clarifications.

Resolution Results

All three resolutions presented at the EGM received overwhelming support from shareholders. The detailed voting results are as follows:

Resolution:	Type	Votes in Favor	Votes Against	% in Favor	% Against	Status
Amendment to Articles of Association and Special Right for Director Nomination	Special	33,16,10,292	83,93,026	97.53%	2.47%	Passed
Amendment to Articles of Association	Special	33,99,93,999	8,558	99.9975%	0.0025%	Passed
Fixed Remuneration for Mr. Chandan Sinha as Non-Executive Part-time Chairman	Ordinary	33,99,77,382	10,190	99.9970%	0.0030%	Passed

Scrutinizer Certification

S. N. Ananthasubramanian & Co., Company Secretaries, confirmed that all votes cast by members were valid and that no member held 26% or above shares or voting rights in the bank, in compliance with Section 12(2) of the Banking Regulation Act, 1949. The scrutinizer's report, dated May 4, 2026, confirmed that both special resolutions and the ordinary resolution were passed with the requisite majority. The detailed voting results and scrutinizer's report have been hosted on the Bank's website and uploaded on the CDSL website, within two working days from the conclusion of the EGM.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.87%	+4.71%	+11.58%	+3.71%	+64.33%	+82.33%

RBL Bank Limited has received further regulatory clearances from the Securities and Exchange Board of India (SEBI) in connection with the proposed investment by Emirates NBD Bank (P.J.S.C) through a preferential issue of equity shares. In a disclosure dated May 4, 2026, the bank informed stock exchanges that SEBI has granted its prior approval under two additional regulations, marking another significant step forward in the strategic transaction.

Additional SEBI Approvals Received

Vide its letter dated May 4, 2026, SEBI has provided its prior approval to the bank's application under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, and the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. Both approvals pertain to the change in control of the bank pursuant to the Proposed Transaction. This follows the earlier SEBI approval received under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, which had been communicated previously.

Regulatory Approvals:	Details
Approval Authority:	Securities and Exchange Board of India
Regulation 1:	SEBI (Bankers to an Issue) Regulations, 1994
Regulation 2:	SEBI (Merchant Bankers) Regulations, 1992
Earlier Approval:	SEBI (Depositories and Participants) Regulations, 2018
Approval Type:	Prior approval for change in control
Investment Partner:	Emirates NBD Bank (P.J.S.C)
Transaction Structure:	Preferential issue of equity shares

Investment Agreement Framework

The disclosure is in continuation of the bank's earlier stock exchange filing dated October 18, 2025, which first announced the proposed investment by Emirates NBD Bank in RBL Bank by way of a preferential issue of equity shares. The transaction is governed by the Investment Agreement dated October 18, 2025, entered into between the investor and the bank, as amended. This strategic partnership represents a significant development for the private sector bank as it advances with the UAE-based financial institution.

Outstanding Regulatory Requirements

Despite the multiple SEBI approvals secured, the Proposed Transaction continues to remain subject to the receipt of certain other regulatory approvals and customary conditions precedent as outlined in the Investment Agreement. The bank has indicated that these requirements are still pending completion before the transaction can be concluded.

Transaction Progress:	Status
SEBI Approval (Depositories & Participants Regulations, 2018):	Completed
SEBI Approval (Bankers to an Issue Regulations, 1994):	Completed
SEBI Approval (Merchant Bankers Regulations, 1992):	Completed
Investment Structure:	Preferential equity investment
Remaining Requirements:	Other regulatory approvals and conditions precedent
Agreement Framework:	Investment Agreement dated October 18, 2025

Compliance and Transparency

In compliance with Regulation 46(2) of SEBI Listing Regulations, RBL Bank has hosted the relevant information on its official website at www.rbl.bank.in . The bank continues to maintain transparency throughout the regulatory process, providing regular updates to both BSE Limited and National Stock Exchange of India Limited. The latest approvals bring the transaction closer to completion, with the fulfillment of remaining regulatory and contractual requirements still awaited.