RBL Bank to hold EGM for \u20b926,853 Cr Preferential Issue to Emirates NBD, Capital Hike & AOA Amendments

RBL Bank Limited announced an Extraordinary General Meeting (EGM) of its members to be held on Wednesday, November 12, 2025, at 11:30 a.m. at Residency Club, Kolhapur. The EGM will consider and approve several key proposals: * Increase in Authorized Share Capital: The Bank proposes to increase its authorized share capital from \u20b91,000 crore (100 crore equity shares of \u20b910 each) to \u20b91,800 crore (180 crore equity shares of \u20b910 each). This will also result in a consequent alteration of the capital clause of the Memorandum of Association. * Preferential Issue: The Bank plans to raise up to \u20b926,853.27 crore (Indian Rupees Twenty Six Thousand Eight Hundred and Fifty Three Crores Twenty Seven Lakhs Seventy Eight Thousand and Eighty) by issuing up to 95,90,45,636 equity shares on a preferential basis via private placement to Emirates NBD Bank (P.J.S.C.) (the "Investor"). The issue price is fixed at \u20b9280 per Subscription Share. The floor price for the issue, determined as per SEBI ICDR Regulations, is \u20b9277.61. The "Relevant Date" for floor price determination was October 13, 2025. * Mandatory Open Offer: Following the preferential issue, the Investor is required to make a mandatory open offer to the public shareholders of the Bank for acquiring up to 41,55,86,443 equity shares (representing 26% of the expanded voting share capital). * Amendment to Articles of Association (AOA): The AOA will be amended to incorporate director nomination rights for the Investor, subject to shareholding thresholds. For instance, holding 50% or below but more than or equal to 30% of share capital grants the right to nominate up to 3 non-executive directors. Other amendments include the deletion of Article 85 (Casting Vote) and Article 106 (Qualification of Directors), and the substitution of Article 89 (Votes of Members), Article 102 (Number of Directors, changing from not less than 6 and not more than 14), and Article 116 (Meeting of Directors, defining quorum). These changes are contingent on the consummation of transactions under the Investment Agreement dated October 18, 2025. * Cap on Aggregate Foreign Ownership: The Bank seeks approval to cap total foreign ownership at 24% until the completion date of the Investment Agreement. Post-completion, the aggregate foreign shareholding will be increased to the applicable sectoral cap of 74%. If the Investment Agreement terminates, the limit will revert to 49% under the automatic route.

E-Voting Details: * Cut-off Date: Wednesday, November 5, 2025, to determine eligibility for remote e-voting and voting at the EGM. * Remote E-voting Period: Begins Friday, November 7, 2025, at 10:00 a.m. (IST) and ends Tuesday, November 11, 2025, at 5:00 p.m. (IST).