Background to the Open Offer

This Open Offer is a mandatory offer made by Emirates NBD Bank (P.J.S.C.) (Acquirer) pursuant to Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011. The offer is triggered by the execution of an Investment Agreement dated 18 October 2025 (as amended by Amendment Agreement dated 11 April 2026) between the Acquirer and RBL Bank Limited (Target Company).

Under the Investment Agreement, the Acquirer has agreed to subscribe to, and the Target Company has agreed to issue and allot by way of preferential issue, up to 959,045,636 Equity Shares (Subscription Shares) representing 60% of the total paid-up share capital at a price of ₹280.00 per Equity Share, amounting to a maximum aggregate of ₹268,532,778,080.

The Acquirer intends to acquire a minimum of 51.00% and a maximum of 74.00% of the total paid-up equity share capital of the Target Company through a combination of acquisition of Subscription Shares and shares tendered in the Open Offer.

Open Offer Details

Offer Size: Up to 415,586,443 fully paid-up Equity Shares representing 26.00% of the Expanded Voting Share Capital

Expanded Voting Share Capital: 1,598,409,393 Equity Shares (includes 613,388,654 outstanding shares + 959,045,636 preferential shares + 25,975,103 ESOPs)

Offer Price: ₹280.00 per Equity Share

Applicable Interest: ₹2.38 per Equity Share (10% per annum for 31 days delay)

Total Consideration: ₹117,353,299,774.34 assuming full acceptance (₹116,364,204,040 for shares + ₹989,095,734.34 interest)

Offer Period: June 1, 2026 to June 12, 2026 (both days inclusive)

Minimum Lot Size: 1 Equity Share

Documentation Requirements for Open Offer Acceptance

The document provides comprehensive procedural requirements for public shareholders to accept the open offer, including:

For All Public Shareholders:

  • Self-attested copy of PAN card
  • Certificate from income tax authorities under Section 400 of IT Act (where applicable for interest payment delays)
  • Self-declaration in Form 121 (in duplicate, if applicable)
  • Duly attested power of attorney if someone other than Public Shareholder signed acceptance form
  • Corporate authorization with certified copy of Board Resolution and specimen signatures (for companies)
  • Self-attested declaration regarding residential status and tax status
  • Self-declaration that income tax returns filed for two preceding financial years

Additional for Non-resident Public Shareholders:

  • Self-attested PAN copy OR for those without PAN: name, email, contact number; foreign address; certificate of residence
  • Certificate under Section 395(1) of IT Act for lower tax deduction
  • Declaration that investment complies with applicable SEBI regulations
  • SEBI Registration Certificate for FIIs/FPIs
  • Tax Residency Certificate and Form 41 for DTAA relief claims

Financial Arrangements

The Acquirer has made firm financial arrangements for the Open Offer:

  • Bank Guarantee of ₹12,386,450,000.00 from JP Morgan Chase Bank, N.A.
  • Escrow Amount of ₹1,163,650,000.00 maintained with Escrow Agent
  • Additional deposit of ₹108,810,000.00 for interest payment
  • Acquirer has unencumbered balances of AED 6,200,000,000 (approximately ₹160,036,260,000) with Central Bank of UAE

Statutory Approvals

All Required Statutory Approvals have been obtained as of the date of this Letter of Offer:

  • RBI Approval dated 1 April 2026 for acquiring up to 74% stake
  • RBI Dispensation from dilution/glide-path requirements dated 1 April 2026
  • RBI Approval for alteration to MOA dated 9 April 2026
  • RBI Dual Presence Approval dated 1 April 2026
  • DPIIT Approval dated 14 May 2026
  • CCI Approval dated 20 January 2026
  • CBUAE Approval dated 24 March 2026
  • Stock Exchange in-principle approval for preferential issue dated 21 November 2025

Conditions and Restrictions

The Open Offer is subject to Proportionate Scale Down and Contractual Reduction Mechanism to ensure compliance with:

1. Minimum Public Shareholding (MPS Cap) of 25% - Acquirer's holding cannot exceed 75%

2. Foreign Shareholding Threshold of 74% for private banking sector

The Acquirer may withdraw the offer if aggregate foreign investment limits are insufficient to enable acquisition of minimum 51% stake.

Tax Implications

The Open Offer is executed off-market and Securities Transaction Tax (STT) is not applicable. Tax implications vary based on:

  • Residential status of shareholder
  • Period of holding (short-term vs long-term)
  • Nature of holding (investment vs stock-in-trade)
  • Applicable Double Taxation Avoidance Agreements

In event of non-submission of required tax documentation, tax will be deducted up to maximum marginal rate applicable to the shareholder category.

Key Dates

  • Identified Date: 15 May 2026
  • Offer Opening Date: 1 June 2026
  • Offer Closing Date: 12 June 2026
  • Last Date for Payment: 29 June 2026
  • Last Date for Post-Offer Announcement: 6 July 2026

Deadline Warning

Form of Acceptance-cum-Acknowledgement/Equity Shares received by Registrar after close of open offer will not be accepted under any circumstances and will be rejected.

Manager and Registrar

Manager to the Offer: J.P. Morgan India Private Limited

Registrar to the Offer: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

Registrar Contact Information:

Unit: RBL Bank Limited – Open Offer

C-101, 1st Floor, Embassy 247, Lal Bahadur Shastri Marg, Vikhroli (West)

Mumbai, Maharashtra – 400083, India

Contact Person: Pradnya Karanjekar

Tel: +91 8108114949