City Union Bank Limited has announced a comprehensive postal ballot notice dated February 27, 2026, seeking shareholder approval for significant corporate governance matters through remote e-voting. The voting process will commence on March 05, 2026 at 9:00 a.m. IST and conclude on April 03, 2026 at 5:00 p.m. IST.

Key Resolutions for Shareholder Approval

The postal ballot encompasses four critical resolutions that will shape the bank's leadership structure and compensation framework:

Leadership Transition and New Appointments

Independent Director Appointment

Shri K. Subramanian, a 61-year-old seasoned IT executive with 37+ years of industry experience, has been proposed for appointment as Independent Director. He holds a B.Sc. (Mathematics) degree and is a Chartered Accountant with All India Rank. Previously serving as Global Head-Delivery Excellence, Governance, Privacy and Business Excellence at TCS, he brings expertise in Information Technology & Cyber Security, Artificial Intelligence, Banking & Insurance, Risk Management, and Business Management. The Board co-opted him as Additional Director on February 2, 2026, and his appointment requires approval for the term ending June 30, 2030.

Managing Director & CEO Succession

Shri R. Vijay Anandh, currently serving as Executive Director, has been recommended for appointment as Managing Director & CEO with effect from May 1, 2026. The 51-year-old retail banking veteran brings 28 years of experience across banks and NBFCs, with strong focus on retail credit underwriting, risk management, and business development. RBI has accorded approval for his appointment vide letter dated February 9, 2026, for a three-year term.

Remuneration Structure and Revisions

New MD & CEO Compensation Package

Shri R. Vijay Anandh's proposed remuneration structure as MD & CEO includes:

Current Leadership Remuneration Revisions

RBI has approved remuneration revisions for existing leadership:

Dr. N. Kamakodi (MD & CEO):

• Revised from ₹ 236.50 lakh to ₹ 261.00 lakh per annum
• Effective from May 1, 2025
• RBI approval dated December 17, 2025

Shri R. Vijay Anandh (Executive Director):

• Revised from ₹ 206.57 lakh to ₹ 228.00 lakh per annum
• Effective from June 24, 2025
• RBI approval dated December 17, 2025

Voting Process and Timeline

Shareholders holding shares as on the cut-off date of February 20, 2026 are eligible to participate in the remote e-voting process. The bank has implemented a comprehensive digital voting system through NSDL, ensuring accessibility for both demat and physical shareholders.

The resolutions, if passed with requisite majority, shall be deemed to have been passed on April 3, 2026 at a general meeting. The bank has appointed M/s. KUVS & Associates as scrutinizers to ensure fair and transparent voting process, with results to be communicated to stock exchanges and hosted on the bank's website as per statutory requirements.

City Union Bank Limited has announced the approval of Employee Stock Options under its CUB ESOS 2017 Scheme Part B for senior management personnel. The Nomination and Remuneration Committee of the Board of Directors sanctioned these grants during its meeting held on February 27, 2026, as part of the Variable Pay structure for FY 2025.

Stock Option Grant Details

The committee approved stock option grants for two key executives as part of their Non Cash component under Variable Pay. The grants have received regulatory approval from the Reserve Bank of India through approval letter no. DoR.GOV.No.7141/08.42.001/2025-26 dated December 17, 2025.

Regulatory Compliance and Structure

The stock option issuance follows the provisions of Regulation 30 and Part A & Para B under Schedule III of SEBI Listing Regulations 2015. Additional details have been provided pursuant to SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026.

The securities proposed for issuance are equity shares through the Employee Stock Options mechanism. This structure aligns executive compensation with the bank's performance and shareholder interests, providing a performance-linked incentive framework for senior leadership.

Corporate Governance Framework

The approval demonstrates the bank's adherence to regulatory guidelines and corporate governance practices in executive compensation. The RBI approval ensures compliance with banking sector regulations for variable pay components, while the SEBI compliance maintains transparency in stock option grants to key management personnel.

The total value of stock options granted amounts to ₹2.08 crore, reflecting the bank's investment in retaining and incentivizing its senior management team through equity-based compensation aligned with long-term organizational performance.