Nature of the Disclosure

This is a Pre-Offer Advertisement cum Corrigendum to the Detailed Public Statement dated May 27, 2026, issued pursuant to Regulations 3(1) and 4 read with Regulations 13, 14, and 15 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). It is issued by J.P. Morgan India Private Limited, the Manager to the Open Offer, on behalf of the Acquirer, Emirates NBD Bank (P.J.S.C.), in connection with a mandatory open offer to the public shareholders of RBL Bank Limited.

Key Quantitative Figures

  • Offer Size: Up to 415,586,443 fully-paid-up equity shares of RBL Bank Limited.
  • Face Value: INR 10 per share.
  • Percentage of Capital: 26.00% of the Expanded Voting Share Capital of RBL Bank.
  • Offer Price: INR 280.00 per equity share.
  • Applicable Interest: INR 2.38 per equity share.
  • Total Offer Price (incl. interest): INR 282.38 per equity share.
  • Total Maximum Consideration: INR 117,353,299,774.34 (One hundred seventeen billion, three hundred fifty-three million, two hundred ninety-nine thousand, seven hundred seventy-four rupees thirty-four paise), assuming full acceptance.

Dates of Action

  • Public Announcement Date: October 18, 2025.
  • Detailed Public Statement Publication: October 28 & 29, 2025.
  • Draft Letter of Offer Filed with SEBI: November 4, 2025.
  • SEBI Observation Letter Received: April 13, 2026.
  • Letter of Offer Dated: May 22, 2026.
  • Identified Date: May 15, 2026 (for determining shareholders to dispatch the Letter of Offer).
  • IDC Recommendation Approved: May 25, 2026; Published: May 26, 2026.
  • Pre-Offer Advertisement Published: May 28, 2026.
  • Revised Tendering Period: June 1, 2026, to June 12, 2026.
  • Last Date for Payment/Refund: June 29, 2026.

Parties Involved

  • Acquirer: Emirates NBD Bank (P.J.S.C.)
  • Target Company: RBL Bank Limited (CIN: L65191PN1943PLC007308)
  • Manager to the Offer: J.P. Morgan India Private Limited (SEBI Reg. No.: INM000002970)
  • Registrar to the Offer: MUFG Intime India Private Limited (SEBI Reg. No.: INR000004058)
  • Independent Valuer: Bansi S. Mehta & Co., Chartered Accountants
  • Regulator: Securities and Exchange Board of India (SEBI)
  • Stock Exchanges: BSE Limited (Scrip Code: 540065) and National Stock Exchange of India Limited (NSE)

Purpose and Rationale

The Open Offer is a mandatory offer under Regulation 3(1) and 4 of the SEBI SAST Regulations, triggered by the execution of an Investment Agreement by the Acquirer to acquire in excess of 25% of the equity share capital and control over RBL Bank. The Acquirer intends to retain the listing of RBL Bank and acquire sole control.

Financial and Operational Impact

  • Offer Not Conditional: The offer is not conditional upon any minimum level of acceptance.
  • Source of Funds: The Acquirer has confirmed sufficient, adequate, and firm financial resources to fulfil its obligations, with an unencumbered balance of AED 6,200,000,000, which is in excess of the Maximum Consideration.
  • Interest Payment Rationale: The Applicable Interest of INR 2.38 per share is payable due to a delay in the payment timeline, as directed by SEBI under Regulation 18(11) and 18(11A) of the SAST Regulations. The interest is for a 31-day period from May 29, 2026, to June 29, 2026, calculated at 10% per annum on the Offer Price of INR 280.

Independent Directors' Committee (IDC) Recommendation

  • The IDC of RBL Bank, comprising Mr. Chandan Sinha, Ms. Ranjana Agarwal, Dr. Sivakumar Gopalan, Mr. Murali Ramakrishnan, and Mr. Soma Sankara Prasad, unanimously approved its recommendation on May 25, 2026.
  • The IDC opined that the Offer Price of INR 280 is fair and reasonable, as it is: (a) equal to the highest negotiated price; (b) higher than the 60-day VWAP prior to the Public Announcement (INR 270.97); and (c) determined per Regulation 8(2) of the SAST Regulations.
  • The IDC also noted the market price as of May 22, 2026 (NSE: INR 334.35; BSE: INR 334.30), which was higher than the Offer Price, and advised shareholders to evaluate the offer independently.

Procedural Details for Shareholders

  • The Letter of Offer has been dispatched to shareholders registered as of the Identified Date (May 15, 2026).
  • All public shareholders, including those who acquired shares after the Identified Date or did not receive the Letter of Offer, are eligible to participate.
  • Shares can be tendered:
  • In Dematerialized Form: Through the shareholder's selling broker.
  • In Physical Form: By directly approaching the Registrar to the Offer.
  • Detailed procedures are outlined in Section VIII of the Letter of Offer. Shareholders can download necessary documents from the websites of SEBI, BSE, NSE, the Manager, or the Registrar.

Status of Approvals

As of the date of the Letter of Offer (May 22, 2026), all Required Statutory Approvals for the Open Offer and the underlying transaction have been obtained. This includes approvals from the Reserve Bank of India (RBI), the Competition Commission of India (CCI received January 20, 2026), and other relevant authorities.

Revised Schedule of Activities

| No. | Activity | Revised Date |

| 1. | Public Announcement | October 18, 2025 |

| 2. | Publication of Detailed Public Statement | October 28, 2025 |

| 3. | Filing of Draft Letter of Offer with SEBI | November 4, 2025 |

| 6. | Identified Date | May 15, 2026 |

| 7. | Last Date for Dispatch of Letter of Offer | May 25, 2026 |

| 8. | Last Date for IDC Recommendation | May 27, 2026 (actual pub. May 26) |

| 10. | Publication of Opening Advertisement/Corrigendum | May 29, 2026 (actual pub. May 28) |

| 11. | Commencement of Tendering Period | June 1, 2026 |

| 12. | Closure of Tendering Period | June 12, 2026 |

| 13. | Last Date for Payment/Refund | June 29, 2026 |

| 14. | Publication of Post-Offer Announcement | July 6, 2026 |