THE LAKSHMI VILAS LIMITED CIN L65110TN1926PLC001377 Registered Offi ce: Salem Road, Kathaparai, Karur - 639 006. Corporate Offi ce: “LVB House”, No.4, Sardar Patel Road, Guindy, - 600 032. Website: www.lvbank.com, Tel. No.: 044-22205306, Email: [email protected]

NOTICE TO THE MEMBERS

Notice is hereby given that the 93rd (Ninety Third) Annual General Meeting of the Members of The Lakshmi Vilas Bank Limited (“Bank”) will be held through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) on Friday, 25th September, 2020, at 11.00 a.m. The Meeting is held through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) on account of outbreak of COVID-19 (coronavirus) pandemic and in accordance with the relevant circulars issued by the Ministry of Corporate Affairs. The meeting shall transact the following business.

ORDINARY BUSINESS 1. To receive, consider and adopt the audited fi nancial statements of the Bank for the fi nancial year ended 31st March, 2020 and the report of the Directors and the statutory auditors thereon.

2. To appoint a director in the place of Shri N.Saiprasad, DIN 00137910, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint and to approve the fees / remuneration of the statutory auditors and if thought fi t to pass, with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to Section 139 and Section 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the applicable provisions of Banking Regulation Act, 1949, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the rules, circulars, guidelines issued by the Reserve , as applicable, each including statutory modifi cation(s) or re-enactment thereof for the time being in force, M/s. P. Chandrasekar LLP, Chartered Accountants, (Firm Registration No.000580S/S200066) be and is hereby re-appointed as the statutory auditors of the Bank, and shall hold offi ce from the conclusion of this meeting till the conclusion of the next annual general meeting of the Bank, on approved terms of the , at a proposed annual remuneration of ` 30,00,000/-(Rupees Thirty Lakhs Only) out of pocket expenses and applicable goods and services tax, with the board of directors (the “Board”) being authorized, on the recommendations of the Audit Committee of the Board, to make such revision to the annual remuneration as it may deem necessary based on regulatory advice or on mutually agreed terms with the statutory auditors.”

SPECIAL BUSINESS 4. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT the board of directors of the Bank be and is hereby authorized to appoint, in consultation with statutory auditors, as branch auditors, such persons who are qualifi ed to act as auditors, including statutory auditors, pursuant to Section 143(8) and other applicable provisions of the Companies Act, 2013, for the purpose of audit of the branches of the Bank, to decide the branch offi ces to be audited by such branch auditors, and to fi x their remuneration and reimbursement of out of pocket expenses incurred, if any, in connection with the audit, based on the recommendation of the Audit Committee of the Board.”

5. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION: "RESOLVED THAT pursuant to Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other relevant rules thereunder, the Banking Regulation Act, 1949, relevant circulars issued by the Reserve Bank of India (RBI) from time to time, each including any amendments, modifi cations, variations or re-enactments thereof, and as approved by the Reserve Bank of India under Section 35B of the Banking Regulation Act, 1949, and the recommendation of the Nomination, Remuneration and Compensation Committee of the board and the Board of Directors of the Bank (hereinafter referred to as the “Board”) consent of members of the Bank be and is hereby accorded for the appointment of Shri S.Sundar, DIN 08655632 as the Managing Director and Chief Executive Offi cer (“MD & CEO”) of the Bank for a period of 11 months from January 01, 2020 till November 30, 2020, or till a regular managing director and chief executive offi cer takes charge, whichever is earlier (and who will be a director of the

1 Bank not liable to retirement by rotation),on such terms and conditions, including remuneration, as are set out in the explanatory statement to the resolution as per Item No. 5 of this notice. RESOLVED FURTHER THAT subject to the provisions of the Companies Act, 2013 and any other applicable law, the consent of the members of the Bank be and is hereby accorded to the Board to revise the remuneration and perquisite payable to Shri S.Sundar, DIN 08655632 as MD & CEO of the Bank, from time to time.

6. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Banking Regulation Act, 1949, and the circulars issued by the Reserve Bank of India from time to time, each including any amendments, modifi cations, variations or re-enactments thereof and the recommendations of the Nomination, Remuneration and Compensation Committee of the board and the Board of Directors of the Bank, Shri Gorinka Jaganmohan Rao, DIN 06743140, who was appointed as an additional non-executive and independent director with effect from 02nd December, 2019 and who holds offi ce up to the date of this annual general meeting of the Bank, pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013, be and is hereby appointed as non-executive and independent director of the Bank, for a period of two (2) years from the date of this meeting, and is not liable to retire by rotation.”

7. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualifi cation of Directors) Rules, 2014, and applicable provisions of the Banking Regulation Act, 1949, and circulars issued by the RBI from time to time, each including any amendments, modifi cations, variations or re-enactments thereof, and the recommendations of the Nomination, Remuneration and Compensation Committee of the Board and the Board of Directors of the Bank, Shri Raghuraj Gujjar, DIN 02734451, who was appointed as an additional non-executive and non- independent director with effect from 02nd December, 2019 and who holds offi ce up to the date of this annual general meeting of the Bank, pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013, be and is hereby appointed as non-executive and non-independent director of the Bank, liable to retire by rotation.”

8. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Banking Regulation Act, 1949, and the circulars issued by the Reserve Bank of India from time to time, each including any amendments, modifi cations, variations or re-enactments thereof and the recommendations of the Nomination, Remuneration and Compensation Committee of the Board and the Board of Directors of the Bank, Shri Shakti Sinha, DIN 02876853, who was appointed as an additional non-executive and independent director with effect from 02nd December, 2019 and who holds offi ce up to the date of this annual general meeting of the Bank, pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013, be and is hereby appointed as non-executive and independent director of the Bank, for a period of two (2) years from the date of this meeting, and is not liable to retire by rotation.”

9. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Banking Regulation Act, 1949, and circulars issued by the Reserve Bank of India from time to time, each including any amendments, modifi cations, variations or re-enactments thereof and the recommendations of the Nomination, Remuneration and Compensation Committee of the Board and the Board of Directors of the Bank, Shri Satish Kumar Kalra, DIN 01952165, who was appointed as an additional non-executive and independent director with effect from 02nd December, 2019 and who holds offi ce up to the date of this annual general meeting of the Bank, pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013, be and is hereby appointed as non-executive and independent director of the Bank, for a period of two (2) years from the date of this meeting, and is not liable to retire by rotation.”

10. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Banking Regulation Act, 1949, and circulars issued by the Reserve Bank of India from time to time, each including any amendments,

2 modifi cations, variations or re-enactments thereof and the recommendations of the Nomination, Remuneration and Compensation Committee of the Board and the Board of Directors of the Bank, Smt. Meeta Makhan, DIN 07135150, who was appointed as an additional non-executive and independent director with effect from 23rd January, 2020 and who holds offi ce up to the date of this annual general meeting of the Bank, pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013, be and is hereby appointed as non-executive and independent director of the Bank, for a period of two (2) years from the date of this meeting, and is not liable to retire by rotation.”

11. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifi cation of Directors) Rules, 2014, applicable provisions of the Banking Regulation Act, 1949, and circulars issued by the Reserve Bank of India from time to time, each including any amendments, modifi cations, variations or re-enactments thereof and the recommendations of the Nomination, Remuneration and Compensation Committee of the Board and the Board of Directors of the Bank, Shri K.R.Pradeep, DIN 00153097, who was appointed as an additional non-executive and non-independent director with effect from 23rd January, 2020 and who holds offi ce up to the date of this annual general meeting of the Bank, pursuant to Section 161 and other applicable provisions, if any, of the Companies Act, 2013, be and is hereby appointed as non-executive and non-independent director of the Bank, liable to retire by rotation.”

12. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as a SPECIAL RESOLUTION. “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Banking Regulation Act, 1949, and circulars issued by the Reserve Bank of India from time to time, each including any amendments, modifi cations, variations or re-enactments thereof and the recommendations of the Nomination, Remuneration and Compensation Committee of the Board and the Board of Directors of the Bank, Shri B.K.Manjunath, DIN 00319891, who was appointed as an additional non-executive and independent director with effect from 10th June, 2020 and who holds offi ce up to the date of this annual general meeting of the Bank, pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013, be and is hereby re-appointed as non-executive and independent director of the Bank, for a period of two (2) years from the date of this meeting, and is not liable to retire by rotation.”

13. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as a SPECIAL RESOLUTION. “RESOLVED THAT pursuant to Sections 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Banking Regulation Act, 1949, and circulars issued by the Reserve Bank of India from time to time, each including any amendments, modifi cations, variations or re-enactments thereof and the recommendations of the Nomination, Remuneration and Compensation Committee of the Board and the Board of Directors of the Bank, Shri Y.N.Lakshminarayana Murthy, DIN 07534836, who was appointed as an additional non-executive and independent director with effect from 30th July, 2020 and who holds offi ce up to the date of this annual general meeting of the Bank, pursuant to Section 161 and other applicable provisions, if any, of the Companies Act, 2013, be and is hereby re-appointed as non-executive and independent director of the Bank, for a period of two (2) years from the date of this meeting, and is not liable to retire by rotation.”

14. To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to Section 61(1)(a) of the Companies Act, 2013, as amended read with Articles of Association of the Bank and the relevant rules formed thereunder and subject to all other applicable provisions, if any, the authorized share capital of the Bank be increased from ` 650,00,00,000/- (Rupees Six Hundred and Fifty Crores Only) divided into 65,00,00,000 equity shares of ` 10/- each, to ` 1000,00,00,000/- (Rupees One Thousand Crores Only) divided into 100,00,00,000 equity shares of ` 10/- each, ranking pari-passu in all respect with the existing equity shares of the Bank. RESOLVED FURTHER THAT the existing Clause 6 of the memorandum of association of the Bank be amended and shall stand substituted as follows, subject to the approval of the Reserve Bank of India.

“6. The liability of the members is limited. The authorized capital of the Bank is ` 1000,00,00,000/-(Rupees One Thousand Crores Only) divided into 100,00,00,000 equity shares of ` 10/- each”. RESOLVED FURTHER THAT Shri K.Hariharan, Chief Financial Offi cer and Shri N.Ramanathan, Company Secretary, be and are hereby jointly or severally authorized to fi le necessary forms with the Registrar of Companies and do all such acts, deeds, matters and things as may be required to be done to give effect to the above resolution.”

3 15. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as a SPECIAL RESOLUTION “RESOLVED THAT pursuant to the relevant provisions of the memorandum and articles of association of the Bank, the provisions of Sections 23, 41, 42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any amendments, statutory modifi cation(s) and / or re-enactment thereof for the time being in force) (the “Companies Act”), the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modifi cation, variation or re-enactment thereof) (the “ICDR Regulations”), the applicable listing agreements entered into by the Bank with the stock exchange(s) where the equity shares of the Bank of face value of `10 each (the “Equity Shares”) are listed or are currently proposed to be listed, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment, modifi cation, variation or re-enactment thereof) (the “Listing Regulations”), to the extent applicable, the provisions of the Foreign Exchange Management Act, 1999 (including any amendments, statutory modifi cation(s) and / or re-enactment thereof) and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (including any amendments, statutory modifi cation(s) and / or re-enactment thereof), the Banking Regulation Act, 1949 (including any amendments, statutory modifi cation(s) and / or re-enactment thereof), the Depository Receipts Scheme, 2014 (including any amendments, statutory modifi cation(s) and / or re-enactment thereof) (the “DR Scheme”) and all other applicable statutes, rules, regulations, guidelines, notifi cations, circulars and clarifi cations as may be applicable, as amended from time to time, issued by the Government of India, Ministry of Corporate Affairs, the Reserve Bank of India, BSE Limited and National Stock Exchange of India Limited (together with BSE Limited, the “Stock Exchanges”), the Securities and Exchange Board of India, and / or any other regulatory / statutory authorities, in India or abroad, from time to time, to the extent applicable and subject to the approvals, permissions, consents and sanctions of any regulatory / statutory authorities and guidelines and clarifi cations issued thereon from time to time and subject to such conditions and modifi cations as may be prescribed by any of them while granting such approvals, permissions, consents and / or sanctions, which may be agreed to by the Board of Directors of the Bank (hereinafter referred to as the “Board” which term shall be deemed to include any committee(s) constituted / to be constituted by the Board to exercise its powers including powers conferred by this resolution), the Bank be and is hereby authorised to create, offer, issue and allot (including with provisions for reservations on fi rm and / or competitive basis, for such part of the issue and for such categories of persons as may be permitted and to provide a discount to the issue price to such categories of persons, as permitted under applicable law) of such number of Equity Shares, Global Depository Receipts (“GDRs”), American Depository Receipts (“ADRs”), Foreign Currency Convertible Bonds (“FCCBs”), fully convertible debentures / partly convertible debentures, preference shares convertible into Equity Shares, securities or fi nancial instruments convertible into Equity Shares, securities linked to Equity Shares, securities with or without detachable warrants with right exercisable by the warrant holders to convert or subscribe to Equity Shares (including non-convertible debt instruments with warrants) or any other eligible securities (hereinafter referred to as “Securities”), or any combination thereof, in one or more tranches, in the course of Indian and / or international offering(s) in one or more foreign markets, for cash, at such price or prices, at market price(s) or at a discount, as may be permissible under applicable law or premium to market price(s) in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the merchant banker(s) and / or other advisor(s) or otherwise, upon exercise or conversion of all securities so issued and allotted, for an aggregate amount not exceeding `1000 crores (Rupees Thousand crores only) by way of one or more public and / or private offerings, including by way of a further public offer in accordance with the provisions of Chapter IV of the ICDR Regulations, qualifi ed institutions placement in accordance with the provisions of Chapter VI of the ICDR Regulations (“QIP”), and / or any other permitted modes through a prospectus and / or an offer document and / or a private placement offer letter and / or such other documents / writings / circulars / memoranda, by way of issue of any Securities, with or without premium, to be subscribed to in Indian and / or any foreign currencies by all eligible investors that may be permitted to invest in such issuance of Securities as per the extant regulations / guidelines, including eligible qualifi ed institutional buyers (“QIBs”) as defi ned in the ICDR Regulations, foreign or resident investors (including institutions, incorporated bodies, mutual funds, individuals or otherwise), venture capital funds (foreign or Indian), alternate investment funds, foreign portfolio investors, Indian and / or multilateral fi nancial institutions, mutual funds, insurance companies, non-resident Indians, stabilizing agents, pension funds or any other categories of investors (whether or not such investors are members of the Bank) or any combination of the above as may be deemed appropriate by the Board in its absolute discretion and, whether or not such investors are members of the Bank (hereinafter collectively referred to as the “Investors”), to all or any of them, jointly or severally through a prospectus / an offer document / placement document and / or other letter or circulars may be deemed appropriate, in the sole discretion by the Board in such manner and on such terms and conditions as may be determined and deemed appropriate by the Board in its absolute discretion at the time of such issue and allotment (considering the prevailing market conditions and other relevant factors), including in relation to, the categories of Investors, to whom the offer, issue and allotment of Securities shall be made to the exclusion of others, in such manner, including allotment to stabilizing agent in terms of a green shoe option, if any, exercised by the Bank, and where necessary in consultation with the book running lead manager(s) and / or underwriters and / or stabilizing agent and / or other advisors, whether the Securities will be issued as fully or partly paid- up, making of calls and manner of appropriation of application money or call money in respect of different class(es)of Investor(s) and / or in respect of different Securities, number of Securities to be issued, face value, number of Equity Shares to be allotted on conversion / redemption / extinguishment of debt(s), rights attached to the warrants, period of conversion, fi xing of record date or book closure terms, if any, securities premium, or its equivalent amount in such foreign currencies as may be necessary;

4 at such price or prices, (whether at prevailing market price(s) or at discount or premium to market price(s) permissible under the applicable regulations) as the Board may in its absolute discretion decide, in each case subject to applicable law. RESOLVED FURTHER THAT the issue of Securities shall be subject to the following terms and conditions: (i) the Equity Shares that may be issued and allotted directly or on conversion of other convertible or exchangeable Securities that may be issued asaforesaid shall be subject to the provisions of the memorandum and articles of association of the Bank and rank pari – passu with the then existing Equity Shares in all respects including dividend; and (ii) the number and / or conversion price in relation to Equity Shares that may be issued and allotted on conversion of other convertible Securities that may be issued as aforesaid shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split and consolidation of share capital, merger, de-merger, transfer of undertaking, sale of division or any such capital or corporate restructuring. RESOLVED FURTHER THAT in case of a further public offer, the Securities shall be issued by the Bank incompliance with Chapter IV of the SEBI ICDR Regulations and other applicable laws. RESOLVED FURTHER THAT in case of issue and allotment of Securities by way of QIP in terms of Chapter VI of the ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning rendered to such term under Regulation 171(a) of the ICDR Regulations): 1. the allotment of the Eligible Securities, or any combination of the Eligible Securities as may be decided by the Board and subject to applicable laws, shall be completed within 365 days from the date of passing of this special resolution of the shareholders of the Bank or such other time as may be allowed under the ICDR Regulations and shall only be made to eligible QIBs within the meaning of ICDR Regulations; 2. the Eligible Securities under the QIP shall be allotted as fully paid up; 3. in the event Equity Shares are issued, the ‘relevant date’ for the purpose of pricing of the Equity Shares to be issued, shall be the date of the meeting in which the Board decides to open the proposed issue of Equity Shares, subsequent to the receipt of members’ approval in terms of provisions of Companies Act, 2013 and other applicable laws, rules, regulations and guidelines in relation to the proposed issue of the Equity Shares; 4. in the event that Eligible Securities issued are eligible convertible securities, the ‘relevant date’ for the purpose of pricing of the convertible securities to be issued, shall be, either the date of the meeting in which the Board decides to open the proposed issue or the date on which the holders of such eligible convertible securities become entitled to apply for Equity Shares, as decided by the Board; 5. the tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment; 6. any issue of Eligible Securities made by way of a QIP shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Part IV of Chapter VI of the ICDR Regulations (the “QIP Floor Price”). The Board may, however, subject to the approval of the shareholders of the Bank, issue Equity Shares at a discount of not more than fi ve percent or such other discount as may be permitted under applicable regulations to the QIP Floor Price; and 7. the Eligible Securities allotted in the QIP shall not be eligible for sale by the respective allottees, for a period of one year from the date of allotment, except on a recognized stock exchange or except as may be permitted from time to time by the ICDR Regulations. RESOLVED FURTHER THAT in case of any offering of Securities, including without limitation any GDRs / ADRs / FCCBs / other Securities convertible into Equity Shares, the Board is hereby authorized to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any such Securities referred to above in accordance with the terms of issue / offering in respect of such Securities and / or as may be provided in the offer document and / or offer letter and / or offering circular and / or listing particulars. RESOLVED FURTHER THAT without prejudice to the generality of the above, the Securities may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof as per applicable law including but not limited to the terms and conditions in relation to payment of interest, additional interest, premium on redemption, prepayment and any other debt service payments whatsoever including terms for issue of additional Equity Shares or variation of the conversion price of the Securities during the duration of the Securities and the Board be and is hereby authorized in its absolute discretion, in such manner as it may deem fi t, to dispose of such of the Securities that are not subscribed in accordance with applicable law. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, actions and sign such documents as may be required in furtherance of, or in relation to, or ancillary to, the offering, issue and allotment of Securities, including authorizing any director(s) or offi cer(s) of the Bank to sign offer documents, execute any necessary documents, agreements, forms, deeds, appoint intermediaries, open and close the period of subscription, determine the Investors or class(es) of Investors

5 to whom the offer is to be made, determine the terms and conditions of the issuance of Securities, including the timing, fl oor price (including any discount thereto, as may be permitted under applicable law) and the issue price in respect of the Securities, fi le any necessary forms with regulatory authorities and allot the Securities and to amend, vary or modify any of the above as authorized by the Board or such authorized persons may consider necessary, desirable or expedient, and enter into and execute all such arrangements / agreements as the case may be with any lead managers, managers, underwriters, advisors, lawyers, guarantors, depositories, custodians and all such agencies as may be involved or concerned in such offerings of the Securities and to remunerate all such agencies including payment of commissions, brokerage, fees or the like, and also to seek the listing of such Securities in one or more stock exchanges in India and / or overseas as the case may be. RESOLVED FURTHER THAT the board of directors of the Bank be and is hereby authorized to delegate all or any of the powers herein conferred to any committee of directors or any whole-time director(s) of the Bank in such manner as they may deem fi t in their absolute discretion with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fi t and proper for the purposes of the Issue and settle any questions or diffi culties that may arise in this regard to the Issue without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members of the Bank shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

16. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to Section 42 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder including Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debenture) Rules, (the “Companies Act”), Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the applicable provisions of the Banking Regulation Act, 1949, and the rules, circulars and guidelines issued by the Reserve Bank of India (“RBI”) from time to time, each including any statutory amendment(s) or modifi cation(s) or re-enactment(s) thereof for the time being in force, and all other relevant provisions of applicable law(s), the provisions of the memorandum and articles of association of the Bank and subject to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the concerned statutory authority(ies), including RBI, BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, and together with the BSE, the “Stock Exchanges”), the approval of the members of the Bank be and is hereby accorded to the Board of Directors of the Bank (hereinafter referred to as “Board” and which term shall be deemed to include any Committee of the Board or any other persons to whom powers are delegated by the Board as permitted under the Companies Act, 2013) for borrowing / raising of funds in Indian / foreign currency by issue of debt securities including but not limited to refi nance from term lending institutions and non-convertible debentures, bonds (including bonds forming part of Tier I capital / Tier II Capital in accordance with and subject to the terms and conditions specifi ed in the Basel III Capital Regulations prescribed by RBI, long terms infrastructure bonds or such other bonds as may be permitted by RBI from time to time), or a combination thereof, in domestic and / or overseas market, on a private placement basis and / or for making offers and / or invitations therefor and / or issue(s) / issuances therefor, on private placement basis, for a period of one year from the date hereof, in one or more tranches and / or series and under one or more shelf disclosure documents and / or one or more letters of offer and on such terms and conditions for each series / tranches including the price, coupon, premium, discount, tenor etc., as deemed fi t by the Board, as per the structure and within the limits permitted by RBI, of an amount not exceeding `500 crores (Rupees Five Hundred crores only), in aggregate for additional Tier I and / or Tier II capital within the overall borrowing limits of the Bank, as approved by the members of the Bank from time to time. RESOLVED FURTHER THAT the Board be and is hereby authorized to negotiate, modify and fi nalize the terms and conditions of the debt securities and sign the relevant documents / agreements in connection with the private placement of the debt securities, including without limitation, the private placement offer letter (along with the application form), information memorandum, disclosure documents, debenture subscription agreement, debenture trust deed and any other documents as may be required, and do all such acts, deeds, actions and sign such documents as may be required in furtherance of, or in relation to, or ancillary to, the offering(s), issuance(s) and / or allotment(s) on private placement of debt securities by the Bank and to further delegate the above powers to any Committee of Directors or any whole-time director of the Bank in such manner as the Board may deem fi t in its absolute discretion with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fi t and proper for the purposes of giving effect to this resolution and settle any questions or diffi culties that may arise in this regard without being required to seek any further consent or approval of the members of the Bank or otherwise to the end and intent that the members of the Bank shall be deemed to have given their approval thereto expressly by the authority of this resolution”.

17. To consider and, if thought fi t, to pass the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT in supersession of the resolution passed at the 87th Annual General Meeting held on 26th September, 2014, subject to the applicable provisions of the Foreign Exchange Management Act, 1999 (FEMA), including the regulations, guidelines and circulars issued thereunder, the Companies Act, 2013, to the extent applicable, Banking Regulation Act, 1949, to the extent applicable, Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated Foreign Direct Investment Policy Circular of 2017, as amended, Master Directions of the Reserve Bank of India on Foreign Investment in India and all other applicable laws, rules, regulations, guidelines and subject to the approvals, consents and permissions of the Department of

6 , Ministry of Finance (“DFS”), Government of India, the Reserve Bank of India (“RBI”) and any other appropriate authorities, institutions or bodies as may be necessary and applicable rules, regulations, guidelines, circulars, policies and laws, as applicable, each including any modifi cations or re-enactment(s) thereof, from time to time, and subject to all applicable approval(s), permission(s), sanction(s), consent(s) and intimation(s), as may be required, and subject to such condition(s) as may be prescribed by the RBI or any other the relevant authorities, while granting such approval(s), permission(s), sanction(s) and consent(s), as may be required, the consent of the members of the Bank be and is hereby accorded to permit foreign investors including FPI’s and NRI’s to acquire shares of the Bank by purchase or acquisition on the recognized Stock Exchanges, subject to the condition that the individual holding of the above investors shall not exceed 5% of the paid up capital which is subject to the regulatory approval and the total holding of all eligible foreign investors shall not exceed an aggregate limit of 74% of the total paid up share capital of the Bank, within which the aggregate NRI holding shall not exceed 24%, both of which may be increased to such other maximum limit as may be prescribed from time to time. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, matters, deeds and things necessary or desirable in connection with or incidental to giving effect to the object of the above resolution.”

BY ORDER OF THE BOARD For THE LAKSHMI VILAS BANK LIMITED

N.RAMANATHAN Place: Chennai Company Secretary Date: 26.08.2020 ACS No. 28366

Notes: 1. In view of the current extraordinary circumstances due to the COVID-19 pandemic prevailing in the country and continuing restrictions on movement of persons at several places and social distancing norms, the Ministry of Corporate Affairs (“MCA”) vide its circular dated May 05, 2020 had permitted companies to hold annual general meeting through VC or OAVM) Accordingly, in compliance with the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and other applicable circulars and notifi cations issued by the Regulators, this annual general meeting of the Bank (“AGM”) will be held through VC or OAVM. 2. In compliance with the aforesaid MCA Circular, read with the circulars dated April 8, 2020, April 13, 2020 issued by the MCA and in accordance with circular dated May 12, 2020, issued by the Securities and Exchange Board of India providing relaxations to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively, the “Applicable Circulars”), notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode (no printed copies will be sent) to those Members whose email addresses are registered with the Registrar/Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Bank’s website www.lvbank.com, websites of the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia. com respectively, and on the website of NSDL https://www.evoting.nsdl.com. 3. In compliance with the Applicable Circulars, the Company has also published a public notice by way of an advertisement on 29th August, 2020 in Business Standard (All India Edition) and “Dinamani” (Trichy Edition), advising the members whose e-mail ids are not registered with the Registrar and Share Transfer Agent (RTA) or (s) (DPs), as the case may be, to register their e-mail ids with them. 4. An Explanatory Statement as required under Section 102 of the Companies Act, 2013, pertaining to the special business contained in Item No.4 to 17 above is annexed herewith. 5. The Additional information pursuant to Regulation 26(4) & 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and in compliance of SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI) as amended in respect of the Director seeking re-election vide Item No.2 are detailed elsewhere in the Notice. The additional information for Item Nos. 5 to 17 are provided as a part of the explanatory statement. The Directors have furnished the requisite documents for appointment as are applicable. 6. In case of joint holders participating the Meeting, only such joint holder who is higher in the order of names will be entitled to vote, provided the votes are not already cast by remote e-voting by the fi rst holder. 7. All relevant documents referred to in the Notice are available for electronic inspection by the members without any fee from the date of circulation of this Notice upto the date of the AGM. Members seeking to inspect such documents can send an email to [email protected] / [email protected] stating their folio number / DP & Client ID and the documents they wish to inspect.

7 8. As per Section 105 of the Companies Act, 2013, a member entitled to attend and vote at the meeting is entitled to appoint a proxy / proxies to attend and vote instead of him / her. However, since this AGM is held through VC/OAVM, where physical attendance of members has been dispensed with, there is no requirement for appointment of proxies, as per the MCA Circular dated 08th April, 2020. Accordingly, the facility of appointment of proxies by members will not be available for this AGM. Hence, Proxy Form and Attendance Slip are not enclosed with this notice. However in pursuance of Section 112 & Section 113 of the Act, representatives of the members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the meeting held through VC or OAVM. 9. Corporate member who intends to authorize their representative(s) to attend the Annual General Meeting through VC/OAVM and vote on their behalf should attach / send the certifi ed true copy of the Board Resolution authorizing them to attend and vote on their behalf to [email protected] with a copy marked to [email protected]. 10. In compliance of SEBI direction to all listed companies to maintain all works relating to share registry – both physical and electronic at single point i.e. either in house or by SEBI Registered “Registrar & Transfer Agent (RTA)”, Bank has appointed M/s. Integrated Registry Management Services Private Limited, Chennai as Share Transfer Agent for both physical and demat segments with effect from 30th January, 2003. Address of Share Transfer Agent: M/s. Integrated Registry Management Services Private Limited II fl oor, “Kences Towers”, No.1 Ramakrishna Street, North Usman Road, T.Nagar, Chennai – 600 017 Ph: 044-28140801/2/3 Fax: 28142479 Email: [email protected]

11. Members are requested to notify any change in their address along with their pincode immediately to Share Transfer Agent and in case their shares are held in demat form; this information should be sent to the concerned Depository Participant.

12. Shareholders who hold shares in physical form may avail of the Nomination Facility at any time by submitting Form No.SH – 13 as prescribed under Section 72 of the Companies Act, 2013. While the Form is available in the MCA website, the form may also be obtained from our Registrar & Share Transfer Agent, M/s. Integrated Registry Management Services Private Limited. The duly fi lled in form should be submitted to our Registrar & Share Transfer Agent for registering the nomination. Shareholders holding shares in demat mode are requested to contact their Depository Participants directly for recording their nomination.

13. Unclaimed Dividends Shareholders and Benefi cial owners who have not so far encashed / claimed the dividends for the last 7 years i.e. from 2012-2013 to 2016-2017 have to submit the dividend warrant(s) if any available with them for revalidation to the Registrar & Share Transfer Agent, M/s. Integrated Registry Management Services Private Limited, II Floor, “Kences Towers”, No. 1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai – 600 017. Shareholders who have lost the dividend warrants / not claimed their dividends from the year 2012-13, for any assistance / clarifi cations, are requested to approach the Bank at its Secretarial Department at the Corporate Offi ce / Registered Offi ce or the Share Transfer Agent at the above address for further details and for making a valid claim for the unclaimed dividends. In terms of Section 124(5) read with Section 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, (‘IEPF Rules’), as amended, all shares in respect of which dividend has not been claimed by the shareholders for last seven consecutive years shall be transferred by the Bank in the name of Investor Education and Protection Fund and credited to the DEMAT account of the IEPF Authority. In line with the applicable proviso, the Bank has transferred the shares pertaining to the unclaimed dividend for the years 2011-12 to the IEPF Authority. The details of the unclaimed dividend are available in the website of Investor Education and Protection Fund as well as the website of our Bank and the shareholders may verify their details from the said websites and approach us for claim. In this regard, the Bank has sent individual notices on 10th July 2020 to the latest available addresses to those shareholders whose dividends are lying unclaimed since 2012-13 for the last 7 consecutive years advising them to immediately claim the dividends from the fi nancial year 2012-13 onwards in order to avoid transfer of the concerned shares to IEPF account. In the event of failure to claim the dividends as aforesaid, the Bank will transfer the concerned shares in respect of which the dividends are lying unpaid to the IEPF account (in Dematerialized form) as provided in the IEPF Rules. In case of non-receipt of any valid claim requests from the concerned on or before 04.09.2020, the Bank will transfer the underlying shares to the IEPF account as provided in the IEPF Rules. Further, in terms of the IEPF Rules, the statement containing the details of name, folio number, demat account number and number of shares due for transfer is available in our website www.lvbank.com. Shareholders may note that pursuant to

8 Section 124(6) of the Companies Act, 2013, as amended, read with Rule 7 of IEPF Rules, shares which have been transferred to the IEPF suspense account may be claimed by the concerned by fi ling of Form IEPF 5 and by following the procedure as provided in the IEPF Rules. The Bank has also appointed nodal offi cer and deputy nodal offi cer for the purpose of coordination with IEPF authority. The contact information of the nodal offi cer has been made available online as per the IEPF Rules and can be accessed at https://www.lvbank.com/shareholder-info.aspx.

14. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Bank or with our Registrar & Transfer Agent, M/s. Integrated Registry Management Services Private Limited, Chennai. In line with SEBI directive, shareholders holding shares in physical form and who have not updated their PAN and Bank Account details with the Bank shall be subject to enhanced due diligence by the Bank i.e., any transaction in such physical securities shall attract enhanced supervision by the Company (Bank) and RTA.

15. Green Initiatives in Corporate Governance – Shareholders who have not registered their email address so far are requested to register their email address (for demat holders - with their respective DPs and for holders in physical form - with our Registrar & Transfer Agent, M/s. Integrated Registry Management Services Private Limited, Chennai) to enable to send all future correspondence through email.

16. Electronic copy of the Annual Report for the year 2019-20, Notice of the 93rd Annual General Meeting of the Bank inter alia indicating the process and manner of e-voting is being sent to all the members whose email IDs are registered with the Registrar and Share Transfer Agent/ Depository Participant(s) for communication purposes.

17. The members may note that attendance of members through VC or OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013 as per MCA Circular dated 08th April, 2020.

18. In accordance with the Applicable Circulars, the VC/OAVM will have a capacity to allow at least 1000 members to participate in the AGM and such participation shall be on a fi rst-come-fi rst-served basis. However, please note that pursuant to the Applicable Circulars, large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the chairpersons of the Audit Committee of the Board, Nomination, Remuneration and Compensation Committee of the Board and Stakeholders Relationship Committee, auditors, etc., may be allowed to attend the meeting without restriction on account of fi rst-come fi rst served principle.

19. Members may also note that the Notice of the 93rd Annual General Meeting and the Annual Report for 2019-2020 will also be available on the Bank’s website www.lvbank.com for their download. For any communication, the shareholders may also send requests to the Bank’s investors grievance email id: [email protected].

20. Voting through electronic means In compliance with provisions of Section 108 of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended read with Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Bank is pleased to provide members holding shares in physical or dematerialized form, facility to exercise their right to vote at the 93rd Annual General Meeting (AGM) by electronic means through ‘Remote e-Voting’ services provided by National Securities Depository Limited (NSDL). The “cut-off date” for the “Remote e-Voting” is 18th September, 2020. The instructions for e-voting are given at the end of this notice. Consequently, as per the applicable statutory provisions, voting by show of hands will not be available to the shareholders at the 93rd Annual General Meeting.

21. In Compliance with the Companies (Management and Administration) Amendment Rules, 2015 and in compliance with the MCA circular dated 08th April, 2020, the Bank is also pleased to offer the facility for voting through electronic voting system from NSDL at the AGM. The Shareholders, who are eligible to vote as on the “cut-off” date being 18th September, 2020, but have not exercised their right to vote through pe-voting shall cast their votes at the AGM through electronic voting system for all the resolutions set out in the Notice. Shareholders who have exercised their right to vote through e-voting may attend the AGM through VC/OAVM but shall not be entitled to vote through electronic voting system at the AGM. A person who is not a Member as on the cut-off date should treat the Annual Report of the Bank for the Financial Year 2019-20, the Notice of the 93rd Annual General Meeting and Explanatory Statement for information purposes only.

22. By virtue of clause 127 (2) of the Articles of Association of the bank, no suit or other proceeding by or at the instance of any Member of the Bank relating to any General Meeting of the Bank, whether Annual General Meeting or Extraordinary General Meeting or meetings of Board or Committee of Directors, seeking any direction with reference to such meeting or to restrain any proceedings thereat or the passing of any resolution or the transaction of any business shall be instituted in any Court other than the Courts in Karur / Chennai which is the places of residence of the Bank for this purpose by reason of location of its Registered Offi ce / Corporate Offi ce respectively.

9 23. The Bank’s shares are traded in demat form in the Stock Exchanges “The National Stock Exchange of India Limited” & “BSE Limited”. SEBI vide notifi cation dated June 8, 2018, had amended the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended wherein except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a Depository. From April 1, 2019, transfer of shares in physical form is not permitted. Hence, you are requested to note the same and take necessary steps to dematerialize your shares that are held in physical form.

24. As the AGM will be held through “VC” / “OAVM”, the Route Map is not annexed with this Notice.

Additional information pursuant to Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI) in respect of the Director seeking re-election.

Item No. 2 Re-appointment of Shri N.Saiprasad, Director: Shri N.Saiprasad, DIN 00137910, aged about 56 years belongs to the promoter group of the Bank. He holds Master’s Degree in Science and Master of Business Administration. He is a Non-Executive & Non-Independent Director. He has been associated with the Bank since 30.03.2019 in his present term. He has been appointed as Director under Minority Category specializing in Business category as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949. In the past, he had served on the Board of the Bank from 28.03.1990 to 25.03.1998 and from 20.03.2006 to 05.03.2014. He has about 31 years of business experience in Textile Industry. Currently, he is the Managing Partner in M/s.Venkateswara Exports, Karur and he is also a partner in few other fi rms.

The Board Committee membership details of Shri N.Saiprasad as on March 31, 2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Stakeholder Relationship Committee Chairman 2 Nomination, Remuneration & Compensation Committee Member 3 Management Committee Member 4 HR Committee of the Board Member

Further, he does not hold any directorship in any other Company as on 31.03.2020. He holds 63,865 equity shares in the bank as on 31.03.2020.

Being a Non-Executive and Non-Independent Director, Shri N.Saiprasad does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings.

The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 27 27 100% 36 31 86.11%

In the opinion of the Board, associating with Shri N.Saiprasad has been and further will be of immense benefi t to the Bank on account of his business knowledge and long standing experience with the Bank and it is desirable to continue to avail services of Shri N.Saiprasad as a Non-Executive and Non-Independent Director liable to retire by rotation. Accordingly, the Board recommends the resolution in relation to re-appointment of Shri N.Saiprasad as Non-Executive and Non-Independent Director, for the approval by the shareholders of the Bank as an Ordinary Resolution.

Shri N.Saiprasad is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri N.Saiprasad is concerned or interested, fi nancial or otherwise, in this resolution.

10 Item No. 3 Note on appointment of Statutory Central Auditors: M/s. P. Chandrasekar LLP, Chartered Accountants, Bangalore was appointed as the Statutory Central Auditors by the Members at the 92nd Annual General Meeting held on 27.09.2019 to hold offi ce from the conclusion of the 92nd Annual General Meeting till conclusion of the 93rd Annual General Meeting. In terms of Section 139 of the Companies Act, 2013, the approval is being sought from the members for the re-appointment of M/s. P. Chandrasekar LLP, Chartered Accountants as Statutory Central Auditors for the fi nancial year 2020-21. The Audit Committee of the Board and the Board of Directors have recommended the re-appointment of M/s. P. Chandrasekar LLP, Chartered Accountants, Bangalore, as the Statutory Central Auditors of the bank to audit the accounts for the fi nancial year 2020-2021 including Tax Audit and also to conduct “Limited Reviews” occurring between ensuing Annual General Meeting and Next Annual General Meeting. The Bank had requested for an approval from the Reserve Bank of India as per applicable provisions of the Banking Regulation Act, 1949 and the Reserve Bank of India has accordingly approved the same vide their letter ref DOS.ARG. No.PS-12/08.14.005/2019-20 dated June 12, 2020. The proposed annual remuneration for the Statutory Auditors is `30,00,000/- (Rupees Thirty Lakhs only) plus out of pocket expenses and applicable GST. The resolution also authorizes the Board of Directors on the recommendations of the Audit Committee of the Board, to make such revision to the annual remuneration as it may deem necessary based on regulatory advice or on mutually agreed terms with the Statutory Auditors.

Basis of recommendation for appointment including the details in relation to and credentials of the statutory auditor(s) proposed to be appointed: M/s. P. Chandrasekar LLP, Chartered Accountants, Bangalore was established in the year 1988. They have 11 partners with experience in various fi elds. They are empanelled with All India Financial Institutions like LIC, Regulatory Authorities like RBI, SEBI and IRDA, Comptroller & Auditor General of India, Central / State Registrar of Co-operative Societies, High court of Madras / Offi cial Liquidator, High Court of Karnataka / Offi cial Liquidator, Nationalized and other Private , NABARD and Ministry of Finance- income Tax department for carrying out Special Audits. They have handled Central Statutory / Concurrent / Revenue and Systems Audit for various Public Sector Undertakings. The Firm satisfi es the minimum standards prescribed under the RBI Circular dated 30.01.2001 that are required to be satisfi ed by Audit fi rms for appointment as Statutory Auditors of Private Sector banks. Accordingly it is being proposed and recommended by the Board to re-appoint M/s. P. Chandrasekar LLP, Chartered Accountants, Bangalore, Firm Registration No.000580S/S200066 to hold offi ce from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. None of the Directors and Key Managerial Personnel and their relatives are in anyway concerned or interested, fi nancial or otherwise, in this resolution.

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 Item No. 4 In terms of Section 143(8) of the Companies Act, 2013, the Branch Offi ces of the Bank have to be audited either by Statutory Auditors or other qualifi ed Auditors. Bank intends to entrust the Audit of Branch Offi ces either to the Statutory Central Auditors or to other qualifi ed Auditors in consultation with Statutory Central Auditors on such remuneration and on such terms and conditions as the Board deems fi t based on the recommendations of the Audit Committee of the Board. None of the Directors of the bank and Key Managerial Personnel of the bank and their relatives is interested, fi nancial or otherwise, in this resolution. Your Directors recommend the passing of the resolution in Item No. 4 as per the aforementioned Notice.

Item No. 5 Shri S.Sundar, DIN 08655632 is aged about 65 years. He holds a Bachelor’s Degree in Commerce, CAIIB and is a Chartered Accountant. He started as Probationary Offi cer with and has more than 41 years of working experience in various banks viz., Andhra Bank, and Lakshmi Vilas Bank. He was serving as Chief Financial Offi cer of our Bank from 27.04.2018 till 31.12.2019. Reserve Bank of India vide letter ref DoR.Appt.No.5227/08.44.001/2019-20 dated 31.12.2019 had conveyed their approval for appointment of Shri S Sundar as (Interim) Managing Director & Chief Executive Offi cer of the Bank w.e.f January 01, 2020 to April 30, 2020 or till regular MD & CEO assumes charge whichever is earlier, as per which, Shri S.Sundar was co-opted as Additional Director on 31st December, 2019 and appointed as the Managing Director & Chief Executive Offi cer (Interim) of the Bank. Accordingly, he has taken charge as the MD & CEO of the Bank on 1st January, 2020. Further, as per the approval(s) issued by the RBI, the term of Shri S.Sundar, MD & CEO stands extended till November 30, 2020 or till a new MD & CEO takes charge, whichever is earlier.

11 Shri S.Sundar is classifi ed as Executive Director (Whole time Director) in compliance with the applicable provisions of the Companies Act and SEBI Regulations in Non-Independent category. Shri S Sundar is appointed as Director under Majority category specializing Banking & Accountancy as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949. During his period as MD & CEO (Interim) he is drawing Remuneration of `72 lacs per annum (fi xed pay)and also provided offi cial car and driver. Pursuant to the provisions of section 196 of the Companies Act, 2013, the appointment of the Managing Director and the terms and conditions of such appointment and remuneration payable to him is placed before the shareholders for approval. The Board Committee membership details of Shri S.Sundar as on March 31, 2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Special Committee for monitoring and following up cases of Frauds Chairman 2 Customer Service Committee Chairman 3 Management Committee Chairman 4 HR Committee Chairman 5 Committee of Directors for Capital Raising Chairman 6 Review Committee on Wilful Defaulter and Non cooperative Borrowers Chairman 7 NPA Review Committee Chairman 8 Risk Management Committee Member 9 IT Strategy Committee Member 10 CSR Committee Member

He does not hold any equity shares in the Bank as on 31.03.2020. Further, he does not hold any directorship in any other listed company as on 31.03.2020. The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 4 4 100% 20 16 80%

Shri S Sundar is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri S Sundar is concerned or interested, fi nancial or otherwise, in this resolution. Your Directors recommend the passing of the resolution in Item No. 5 as per the aforementioned Notice. This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

Item No. 6 Shri Gorinka Jaganmohan Rao, DIN 06743140 is aged about 66 years. He holds a Master’s Degree in Economics. He was earlier (from December 2013 – December 2018) the Managing Director of Bank Note Paper Mill India Private Limited which was established in Mysore to produce currency paper in India. Prior to this he was holding the position of Principal Chief General Manager in the Department of Banking Supervision in Reserve Bank of India. He had taken VRS in December 2013 to take up the post of MD in Bank Note Paper Mill India Private Limited. He had also headed the Bhubaneshwar Regional Offi ce, RBI as Regional Director. He had worked as a General Manager and Chief General Manager in Foreign Exchange Department in Central Offi ce. He was appointed as an Additional Director in Non-Executive & Independent Category on 02nd December, 2019. He has been appointed as Director under Majority Category specializing in Risk Management, Payment & Settlement Systems, Finance and Banking as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949.

12 The Board Committee membership details of Shri Gorinka Jaganmohan Rao as on March 31, 2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Risk Management Committee Chairman 2 Audit Committee Member 3 Nomination, Remuneration & Compensation Committee Member 4 Management Committee Member 5 IT Strategy Committee Member 6 Committee of Directors for Capital Raising Member

Being a Non-Executive and Independent Director, Shri Gorinka Jaganmohan Rao, does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings. He does not hold any equity shares in the bank as on 31.03.2020. The details pertaining to the directorships and Committee Position held by him in other Companies are as follows.

Status Name of the Chairmanship / Membership S. No Name of the Company (Listed / Unlisted) Committee position 1 lndia Bulls Trustee Company Limited Unlisted NIL

The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 7 7 100% 9 9 100%

In the opinion of the Board, Shri Gorinka Jaganmohan Rao fulfi ls the conditions specifi ed in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director of the bank and is independent of the management. The Board considers that his Risk Management, Payment & Settlement Systems, Finance and Banking expertise would be of immense benefi t to the Bank and it is desirable to avail services of Shri Gorinka Jaganmohan Rao as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Shri Gorinka Jaganmohan Rao as a Non-Executive and Independent Director for a period of two (2) years, for the approval by the shareholders of the Bank as an Ordinary Resolution. Shri Gorinka Jaganmohan Rao is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri Gorinka Jaganmohan Rao is concerned or interested, fi nancial or otherwise, in this resolution. This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

Item No. 7 Shri Raghuraj Gujjar, DIN 02734451 is aged about 65 years. He holds a Bachelor’s Degree in Commerce and is a Chartered Accountant. He was Chief Financial Offi cer of M/s.Bhoruka Power Corporation Limited from 1990 till 2008 and since 2009, Director and CEO of M/s.Kare Power Resources Private Limited and Managing Director since 01.04.2017. He is also the Managing Director of M/s.Brindavan Hydropower Private Limited since 01.04.2017. He was also the Non-Executive Chairman (Non–Independent) of our Bank from April 2013 – April 2015. He was appointed as an Additional Director in Non- Executive & Non Independent Category on 02nd December, 2019. He has been appointed as Director under Minority Category specializing in Accountancy as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949.

13 The Board Committee membership details of Shri Raghuraj Gujjar as on March 31, 2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Audit Committee Member 2 Nomination, Remuneration & Compensation Committee Member 3 HR Committee Member 4 Committee of Directors for Capital Raising Member

Being a Non-Executive and Non-Independent Director, Shri Raghuraj Gujjar, does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings. He holds 7,66,948 equity shares in the bank as on 31.03.2020. The details pertaining to the directorships and Committee Position held by him in other Companies are as follows.

Chairmanship / Status Name of the S. No Name of the Company Membership (Listed / Unlisted) Committee position 1 Innovaneer Realtors Private Limited Unlisted 2 Mahadeshwara Power Private Limited Unlisted 3 Pranava City Complex Private Limited Unlisted NIL 4 Brindavan Hydropower Private Limited Unlisted 5 Kare Power Resources Private Limited Unlisted

The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 7 7 100% 6 6 100%

In the opinion of the Board, associating with Shri Raghuraj Gujjar has been and further will be of immense benefi t to the Bank on account of his vast experience and knowledge in accountancy and hence it is desirable to continue to avail services of Shri Raghuraj Gujjar as a Non-Executive and Non-Independent Director liable to retire by rotation. Accordingly, the Board recommends the resolution in relation to re-appointment of Shri Raghuraj Gujjar as Non-Executive and Non-Independent Director, for the approval by the shareholders of the Bank as an Ordinary Resolution. Shri Raghuraj Gujjar is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri Raghuraj Gujjar is concerned or interested, fi nancial or otherwise, in this resolution. It may however be noted that Shri Raghuraj Gujjar is currently the managing director of Kare Power Resources Private Limited and Brindavan Hydropower Private Limited, which are promoter group entities belonging to Shri K R Pradeep, the Promoter and non-executive director of the Bank, who holds 2,01,95,000 (94.59%) equity shares and 2,07,10,024 (99.99%) equity shares in those two entities respectively. This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

Item No. 8 Shri Shakti Sinha, DIN 02876853 is aged about 63 years. He holds a Master’s Degree in Arts specialized in Public Policy and History. He was in the Indian Administrative Service of 1979 batch in AGMUT Cadre. He was in the Civil Service at different levels for over three decades. He was the Managing Director of Goa State Co-operative Bank from 1985 to 1987 and Chief Managing Director of Delhi State Industrial & Infrastructure Company. He was the Principal Secretary, Finance Department, Government of Delhi. Further during his tenure in the Indian Administrative Service, he was the Chief Secretary, Andaman & Nicobar; Principal Secretary (Finance & Power), Delhi, Private Secretary / Joint Secretary to Prime Minister.

14 He was appointed as an Additional Director in Non-Executive & Independent Category on 02nd December, 2019. He has been appointed as Director under Majority Category specializing in Economics, Co-operation, Law, Finance and Human Resources as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949. The Board Committee membership details of Shri Shakti Sinha as on 31.03.2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Special Committee for monitoring and following up cases of Frauds Member 2 Customer Service Committee Member 3 IT Strategy Committee Member 4 HR Committee Member 5 CSR Committee Member

He does not hold any equity shares in the bank as on 31.03.2020. Further, he does not hold any directorship in any other Company as on 31.03.2020. Being a Non-Executive and Independent Director, Shri Shakti Sinha, does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings. The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 7 6 85.71% 6 6 100%

In the opinion of the Board, Shri Shakti Sinha fulfi ls the conditions specifi ed in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director of the bank and is independent of the management. The Board considers that his vast expertise in civil service across varied positions would be of immense benefi t to the Bank and it is desirable to avail services of Shri Shakti Sinha as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Shri Shakti Sinha as a Non-Executive and Independent Director for a period of two (2) years, for the approval by the shareholders of the Bank as an Ordinary Resolution. Shri Shakti Sinha is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri Shakti Sinha is concerned or interested, fi nancial or otherwise, in this resolution. This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

Item No. 9 Shri Satish Kumar Kalra, DIN 01952165 is aged about 63 years. He holds a Master’s Degree in Science & Management and CAIIB. He has served in various capacities in Banking industry viz., General Manager (Treasury) in , Whole Time Director on Board & Executive Director in Andhra Bank and Managing Director & CEO (In-charge) – Andhra Bank (6 Months). His experience in the Banking industry is for about 37 years and has exposure in various areas such as Banking, NPA, Credit, Treasury Management, Risk Management, Business Management, Finance and Human resources. He was a Director in India First Life Insurance Company Ltd, and presently an Independent director in PNB GILTS. He is also a Member of the Advisory Board for Banking and Financial Frauds (ABBFF). He was appointed as an Additional Director in Non-Executive & Independent Category on 02nd December, 2019. He has been appointed as Director under Majority Category specializing in Banking, Risk Management, Business Management, Finance and Human Resources as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949.

15 The Board Committee membership details of Shri Satish Kumar Kalra as on 31.03.2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Risk Management Committee Member 2 Special Committee for monitoring and following up cases of Frauds Member 3 Management Committee Member 4 HR Committee Member 5 Review Committee on Wilful Defaulter and Non cooperative Borrowers Member

He does not hold any equity shares in the bank as on 31.03.2020. The details pertaining to the directorships and Committee Position held by him in other Companies are as follows.

Status Name of the Chairmanship / S. No. Name of the Company (Listed / Unlisted) Committee Membership position

Risk Management Committee, IT Chairman Strategy Committee

1 PNB Gilts Limited Listed Audit Committee, Nomination & Remuneration Committee, Share Member Transfer and Issue of duplicate Shares Committee

Being a Non-Executive and Independent Director, Shri Satish Kumar Kalra, does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings. The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 7 7 100% 6 6 100%

In the opinion of the Board, Shri Satish Kumar Kalra fulfi ls the conditions specifi ed in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director of the bank and is independent of the management. The Board considers that his Banking knowledge and expertise in varied Banking areas would be of immense benefi t to the Bank and it is desirable to avail services of Shri Satish Kumar Kalra as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Shri Satish Kumar Kalra as a Non-Executive and Independent Director for a period of two (2) years, for the approval by the shareholders of the Bank as an Ordinary Resolution. Shri Satish Kumar Kalra is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri Satish Kumar Kalra is concerned or interested, fi nancial or otherwise, in this resolution. This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

Item No. 10 Smt.Meeta Makhan, DIN 07135150 is aged about 45 years. She holds a Bachelor’s degree in Economics and a Post Graduate Diploma in Management from Indian Institute of Management, Lucknow. She has more than 20 years’ experience in corporate and institutional banking across multinational banks in India. She is the Founder and Director of DoUndo Services Private Limited, was an Advisor at Urban Greens business at IFFCO Kisan Sanchar Limited (IKSL). She has served in various capacities in the following Banks viz., Citibank NA, Bank, Bank Plc, and IDFC Bank.

16 She was appointed as an Additional Director in Non- Executive & Independent Category on 23rd January, 2020. She has been appointed as Director under Majority Category specializing in Banking and Business Management as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949. The Board Committee membership details of Smt. Meeta Makhan as on 31.03.2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Audit Committee Member 2 Risk Management Committee Member 3 Special Committee for monitoring and following up cases of Frauds Member 4 Management Committee Member

She does not hold any equity shares in the bank as on 31.03.2020. The details pertaining to the directorships and Committee Position held by her in other Companies are as follows.

Status Chairmanship / S. No. Name of the Company Name of the Committee (Listed / Unlisted) Membership position

Stakeholders Relationship 1 Asian Hotels (West) Limited Listed Chairman Committee

2 Doundo Services Private Limited Unlisted 3 Advent Enterprises Private Limited Unlisted NIL 4 One File Technology Private Limited Unlisted

Being a Non-Executive and Independent Director, Smt. Meeta Makhan, does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings. The details of her Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 3 3 100% 3 3 100%

In the opinion of the Board, Smt. Meeta Makhan fulfi ls the conditions specifi ed in the Companies Act, 2013 and rules made there under for her appointment as an Independent Director of the bank and is independent of the management. The Board considers that her expertise would be of immense benefi t to the Bank and it is desirable to avail services of Smt. Meeta Makhan as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Smt. Meeta Makhan as a Non-Executive and Independent Director for a period of two (2) years, for the approval by the shareholders of the Bank as an Ordinary Resolution. Smt. Meeta Makhan is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Smt. Meeta Makhan is concerned or interested, fi nancial or otherwise, in this resolution. This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

Item No. 11 Shri K.R.Pradeep, DIN 00153097, aged about 59 years is one of the Promoters of the Bank. He holds a Bachelors of Business Management Degree, a qualifi ed Chartered Accountant and LLB. He practiced as a Chartered Accountant for more than 33 years with specialization in the areas of Direct Taxes and appeared before various Income Tax Authorities including Commissioner of Income Tax – Appeals, Income Tax Appellate Tribunals, Settlement Commission, High Courts and Supreme Court. He is also a consultant and advisor to various groups of industries and multinational companies in India. Presently, a Practicing Advocate and Member of Supreme Court Bar Association. He is a Partner at Singh & Singh law Firm LLP.

17 Earlier he served as Director in the Board of the Bank from 27.02.2009 to 26.02.2017. He was appointed as an Additional Director in Non-Executive & Non Independent Category on 23rd January, 2020 in his present term. He has been appointed as Director under Minority Category specializing in Accountancy & Law as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949. The Board Committee membership details of Shri K R Pradeep as on 31.03.2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Stakeholder Relationship Committee Member 2 Customer Service Committee Member 3 Committee of Directors for Capital Raising Member

Being a Non-Executive and Non-Independent Director, Shri K R Pradeep, does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings. The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 3 1 33.33% 1 1 100%

Shri K R Pradeep holds 67,30,378 equity shares in the bank as on 31.03.2020. The details pertaining to the directorships and Committee Position held by him in other Companies are as follows.

Status Chairmanship/ S. No. Name of the Company (Listed / Name of the Committee Membership position Unlisted) 1 Pranava Electronics Private Ltd. Unlisted NIL Kare Electronics and Development Private 2 Unlisted CSR Committee Member Limited. 3 Kare Power Resources Private Ltd Unlisted 4 Brindavan Hydropower Pvt Ltd Unlisted 5 Pranava City Complex Private Limited Unlisted 6 Innovaneer Realtors Private Limited Unlisted

7 Pranava DMCC Unlisted NIL 8 Vision EL-Tech and Services Pvt Ltd. Unlisted 9 Celestial Techsoft and Services Pvt. Ltd. Unlisted 10 Soni Exim Private Limited Unlisted

In the opinion of the Board, associating with Shri K.R.Pradeep has been and further will be of immense benefi t to the Bank on account of his vast experience and knowledge and hence it is desirable to continue to avail services of Shri K.R.Pradeep as a Non- Executive and Non-Independent Director liable to retire by rotation. Accordingly, the Board recommends the resolution in relation to re-appointment of Shri K.R.Pradeep as Non-Executive and Non-Independent Director, for the approval by the shareholders of the Bank as an Ordinary Resolution. Shri K.R.Pradeep is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri K.R.Pradeep is concerned or interested, fi nancial or otherwise, in this resolution. This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

18 Item No. 12 Shri B.K.Manjunath, DIN 00319891, aged about 60 years was re-appointed as an Additional Director in Independent Category on 10th June, 2020. He is a qualifi ed Chartered Accountant and practicing since 01.04.1990. He has more than 30 years of experience in the fi elds of Audit, Accountancy, Taxation and Finance Business Management and Administration. Earlier he served as a Non Executive and Independent Director of the Bank and as the Part time Chairman of the Bank on 06.06.2017 for a period of 3 years and as the Chairman of the Audit Committee of the Board from 07.06.2017 to 05.06.2020 among other committees and his term completed on 05.06.2020. He had also served as Independent Director from14.08.2008 to 13.01.2015 and as Chairman of the Audit Committee of the Board from 20.04.2009 to 13.01.2015 among other committees. He has been appointed as Director under Majority Category specializing in Accountancy as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949. Shri B.K.Manjunath has served the Bank earlier as Non Executive and Independent Director and as per the provisions of the Companies Act, 2013, he is eligible for re-appointment as Non Executive & Independent Director. In compliance with the applicable provisions of the Companies Act, 2013, the candidature of Shri B.K.Manjunath is being recommended by the Board of Directors to the shareholders for approval by way of a Special Resolution – being the second consecutive term of offi ce. The Board Committee membership details of Shri B.K.Manjunath as on 31.03.2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Audit Committee Chairman 2 IT Strategy Committee Chairman 3 Corporate Social Responsibility Committee Chairman 4 NPA Review Committee Member

Being a Non-Executive and Independent Director, Shri B.K.Manjunath, does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings. The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 27 27 100% 67 66 98.51%

He holds 2,12,839 equity shares in the bank as on 31.03.2020. Further, he does not hold any directorship in any other Listed Company as on 31.03.2020. Shri B.K.Manjunath is a Director in M/s. Bhramaputra Power Private Limited. He does not hold any Committee position in that Company.

Summary of Performance Evaluation Report: Shri B.K.Manjunath was appointed as the Part-Time Chairman of the Bank with effect from 06.06.2017 with prior approval of RBI. Being a Practicing Chartered Accountant since 01.04.1990 and having more than 30 years of experience in the fi elds of Audit, Accountancy, Taxation and Finance. etc., his inputs during the meeting deliberations are considered valuable by the other members. Since he had served the Bank for past many years, his knowledge about our Bank and its operations is very wide and rich. Earlier he served as an Independent Director of the Bank from 14.08.2008 to 13.01.2015 and as Chairman of the Audit Committee of the Board from 20.04.2009 to 13.01.2015 among other committees, which further strengthens his understanding of the Bank and its Business. In the opinion of the Board, Shri B.K.Manjunath had served the Bank for about 10 years, his knowledge about our Bank and its operations is very wide and rich. Hence considering his long association with the Bank, on account of his expertise and experience in the fi eld of Accountancy and since he continues to hold the same, it has been felt necessary to continue to avail his services as an Independent Director, He has actively contributed as member of the Board, providing his independent perspective. Accordingly, the Board recommends the resolution in relation to appointment of Shri B.K.Manjunath as a Non-Executive and Independent Director for a period of two (2) years, for the approval by the shareholders of the Bank as a Special Resolution. Shri B.K.Manjunath is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri B.K.Manjunath is concerned or interested, fi nancial or otherwise, in this resolution.

19 This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

Item No. 13 Shri Y.N.Lakshminarayana Murthy, DIN 075348361, aged about 67 years was re-appointed as an Additional Director in Independent Category on 30th July, 2020. He is a Ph.D., holder in Soil Science and Agricultural Chemistry with a career spanning about 41 years in various positions in the University of Agricultural Sciences, Bangalore. He also had the distinction of serving as a member of the Technical Assessment Committee of Central Tobacco Research Institute, Rajahmundry, AP for a period of two years from 2011. Being a distinguished academician, he has contributed to the farming community, by implementing several projects sponsored by Govt. of Karnataka, ICAR, Central institutions besides publishing research papers, popular articles and booklets. Earlier he served as Non Executive and Independent Director of the Bank from 10.06.2016 as Additional Director, further appointed by the Shareholders w.e.f 18.07.2017 for a period of 3 years till 17.07.2020. He has been appointed as Director under Majority Category specializing in Agriculture and Rural Economy as per the provisions of Section 10A 2(a) of Banking Regulation Act, 1949. Shri Y.N.Lakshminarayana Murthy has served the Bank earlier as Non-Executive and Independent Director and as per the above provisions of the Companies Act, 2013, he is eligible for re-appointment as Non Executive & Independent Director In compliance with the applicable provisions of the Companies Act, 2013, the candidature of Shri Y.N.Lakshminarayana Murthy is being recommended by the Board of Directors to the shareholders for approval by way of a Special Resolution – being the second consecutive term of offi ce. The Board Committee membership details of Shri Y.N.Lakshminarayana Murthy as on 31.03.2020 is as follows:

S. No. Name of the Board Committees Member / Chairman 1 Nomination, Remuneration & Compensation Committee Chairman 2 Stakeholder Relationship Committee Member 3 Risk Management Committee Member 4 Customer Service Committee Member 5 NPA Review Committee Member

Being a Non-Executive and Independent Director, Shri Y.N.Lakshminarayana Murthy, does not draw any remuneration from the Bank apart from the sitting fees paid for attending the Board / Board Committee meetings. The details of his Board / Board Specialized Committee meetings attendance during the year 2019-20 are as follows:

No. of Board No. of Board Percentage of No. of committee No. of Committee Percentage of Meetings entitled to Meetings attendance in meetings entitled Meetings attendance in attend Attended Board meetings to attend attended Committee meetings 27 25 92.59% 47 46 97.87%

He holds 6,626 equity shares in the bank as on 31.03.2020. Further, he does not hold any directorship in any other Company as on 31.03.2020.

Summary of Performance Evaluation Report: Shri Y.N.Lakshminarayana Murthy, served as Independent Director of the Bank from 10.06.2016 till 17.07.2020. Being a specialist in the fi eld of agriculture and holder of a Doctorate in Soil Science and Agricultural Chemistry, his contribution in the discussions pertaining to priority sector lending, business in agriculture centric areas, etc., were considered to be useful by the other members of the Board. In the opinion of the Board, on account of his expertise and experience in the fi eld of Agriculture and Rural Economy and since he continues to hold the same, it has been felt necessary to continue to avail his services as an Independent Director. He has actively contributed as member of the Board, providing his independent perspective. Accordingly, the Board recommends the resolution in relation to appointment of Shri Y.N.Lakshminarayana Murthy as an Independent Director for a period of two (2) years, for the approval by the shareholders of the Bank as a Special Resolution. Shri Y.N.Lakshminarayana Murthy is not related to any other Directors in the Bank and none of the Directors and Key Managerial Personnel of the bank and their relatives other than Shri Y.N.Lakshminarayana Murthy is concerned or interested, fi nancial or otherwise, in this resolution.

20 This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 - Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI).

I tem No. 14 It is proposed to alter and increase the authorized share capital from `650,00,00,000 (Rupees Six Hundred and Fifty Crores Only) divided into 65,00,00,000 equity shares of `10/- each to ` 1000,00,00,000/- (Rupees One Thousand Crores Only) divided into 100,00,00,000 equity shares of `10/- each. Accordingly, Clause 6 of the memorandum of association of the Bank is sought to be amended to refl ect the increased capital. The resolutions contained in Item No.14 seek to increase the authorized share capital of the Bank, as aforesaid and to alter the memorandum of association of the Bank, consequent to such increase in the authorized share capital of the Bank. The Board of Directors recommends the Resolution set out at Item No.14 for the approval of the members of the Bank. None of the directors of the Bank and key managerial personnel of the Bank and their relatives are concerned or interested, fi nancial or otherwise in this Resolution.

Item No. 15 The Bank has been exploring various options for raising funds for augmenting the Tier I capital funds of the Bank to support business growth as directed by RBI; including by way of issue of equity shares of the Bank of face value of ` 10/- each (the “Equity Shares”), global depository receipts (“GDRs”), American depository receipts (“ADRs”), foreign currency convertible bonds (“FCCBs”), fully convertible debentures / partly convertible debentures, preference shares convertible into Equity Shares, securities or fi nancial instruments convertible into Equity Shares, securities linked to Equity Shares, securities with or without detachable warrants with right exercisable by the warrant holders to convert or subscribe to Equity Shares or any other eligible security (hereinafter referred to as “Securities”), or any combination thereof, (including with provisions for reservations on fi rm and / or competitive basis, for such part of the issue and for such categories of persons as may be permitted and to provide a discount to the issue price to such categories of persons, as permitted under applicable law), in one or more tranches, by way of one or more public and / or private offerings, including by way further public offer in compliance with provisions of Chapter IV of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modifi cation, variation or re-enactment thereof) (the “ICDR Regulations”), of a qualifi ed institutions placement in accordance with the provisions of Chapter VI of the ICDR Regulations and / or any other permitted modes through a prospectus and / or an offer document and / or a private placement offer letter and / or such other documents / writings / circulars / memoranda, by way of issue of any Securities, with or without premium, to be subscribed to in Indian and / or any foreign currencies by all eligible investors that may be permitted to invest in such issuance of Securities as per the extant regulations / guidelines. Accordingly, the board of directors of the Bank (hereinafter referred to as the “Board” which term shall be deemed to include any Committee(s) constituted/ to be constituted by the Board to exercise its powers including powers conferred by this resolution), at its meeting held on 26th August, 2020, has accorded its approval for raising of funds by the Bank as set out above, subject to members’ approval and such other approvals as may be required under the applicable laws. Whilst no specifi c instrument has been identifi ed at this stage, in the event, the issue will be structured in such a manner that the proceeds of the same would not exceed `1000 crores (Rupees Thousand Hundred crores only). The resolution proposed is an enabling resolution and the detailed terms and conditions of the issue of the Securities, including the exact price, proportion and timing of the issue of the Securities and the number of tranches in which such issue be undertaken, will be decided by the Board in consultation with lead managers, advisors and such other authorities and agencies as may be required to be consulted by the Bank in due consideration of prevailing market conditions and other relevant factors after meeting the specifi c requirements. The proposal therefore seeks to confer upon the Board the absolute discretion to determine the terms of the issue. As and when the Board does take a decision on such matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As the pricing of the offer cannot be decided except at a later stage, it is not possible to state the price of Securities to be issued. However, the same (including discount permissible under Regulation 176 of the ICDR Regulations, if applicable) would be in accordance with the provisions of the ICDR Regulations, the Companies Act, 2013 read with the rules made thereunder (including any amendments, statutory modifi cation(s) and/ or re-enactment thereof for the time being in force) (the “Companies Act”), or any other guidelines / regulations / consents as may be applicable or required. Therefore, an enabling resolution is being proposed to give Board an adequate fl exibility and absolute discretion to determine the terms of issue in consultation with the lead managers and others. The Board may at its discretion adopt any one or more of the mechanisms

21 prescribed above to meet its objectives as stated above without the need for further approval from the members of the Bank. The proposed issue of capital may be subject to the approval of the Reserve Bank of India and the Securities and Exchange Board of India, each to the extent applicable, and any other statutory /regulatory authority as may be required in this regard. In the event of the issue of the equity shares as aforesaid is by way of a QIP: (i) the special resolution also seeks to empower the Board to undertake a QIP as defi ned by ICDR Regulations; (ii) the issue and allotment of Equity Shares shall be made only to QIBs within the meaning of the ICDR Regulations and such Equity Shares shall be fully paid up on its allotment; (iii) the Equity Shares shall not be eligible to be sold for a period of one year from the date of allotment, except on a recognized stock exchange or except as maybe permitted from time to time by the ICDR Regulations; (iv) the allotment of the specifi ed securities, or any combination of specifi ed securities, as may be decided by the Board, shall be completed within 365 days from the date of this resolution or such other time as may be permitted under the ICDR Regulations; (v) none of the promoters or directors intend to make any contribution either as part of the QIP or in furtherance of the objects of the QIP and (vi) any issue of Eligible Securities made by way of a QIP shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Part IV of Chapter VI of the ICDR Regulations (the “QIP Floor Price”). The Board may, however, subject to the approval of the shareholders of the Bank, issue Equity Shares at a discount of not more than fi ve percent or such other discount as may be permitted under applicable regulations to the QIP Floor Price. In connection with the proposed issue of Securities, the Bank is required, inter alia, to prepare various documentations and execute various agreements. The Bank is yet to identify the investor(s) and decide the quantum of Securities to be issued to them. Accordingly, it is proposed to authorize the Board to identify the investor(s), issue such number of Securities, negotiate, fi nalize and execute such documents and agreements as may be required and do all such acts, deeds and things in this regard for and on behalf of the Bank. The ‘Relevant Date’ for this purpose will be the date as determined in accordance with the ICDR Regulations and as mentioned in the resolution. The issue / allotment / conversion would be subject to the applicable regulatory approvals, if any. The issuance and allotment of Securities including equity shares to be allotted on conversion of Securities to foreign / non-resident investors would be subject to the applicable foreign investment cap and relevant foreign exchange regulations. Since the proposed fund raising activities may, inter alia, result in the issue of Equity Shares to investors who may or may not be members of the Bank, consent of the members is being sought pursuant to Section 62(1) (c) and other applicable provisions of the Companies Act, 2013 as well as applicable rules notifi ed by the Ministry of Corporate Affairs, the ICDR Regulations and any other law for the time being in force and being applicable and in terms of the provisions of the Listing Regulations. The resolutions contained in Item No. 15 of the aforementioned Notice, accordingly, seek shareholders’ approval through special resolution for raising funds as above and this special resolution, if passed, will have the effect of allowing the Board to offer, issue and allot, inter alia, Equity Shares to the investors who may or may not be the existing shareholders of the Bank. The Equity Shares thus issued, if any, shall rank in all respects pari passu with the existing Equity Shares, including entitlement of dividends, if any. The proposed issue of Securities is in the best interest of the Bank and your directors recommend the resolution for your approval. None of the promoters, directors and key managerial personnel of the Bank and their relatives are concerned or interested in the proposed resolution except to the extent of their shareholding in the Bank.

Item No. 16 The Bank has been borrowing funds for augmenting capital funds to support business growth as directed by RBI within the limits approved by the members of the Bank by way of issuance of various debt securities (bonds / debentures) as permitted by the RBI and in accordance with the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (including any amendments, statutory modifi cation(s) and / or re-enactment thereof for the time being in force) and other applicable laws, from time to time. In terms of Section 42 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any amendments, statutory modifi cation(s) and / or re-enactment thereof for the time being in force), the Bank is permitted to make a private placement of securities subject to the condition that the proposed offer of securities or invitation to subscribe securities has been previously approved by the members of the Bank, by a special resolution, for each of the offers or invitations / subscriptions. In case of offer or invitation for subscription of non-convertible debentures, it shall be suffi cient if the Bank passes a special resolution only once in a year for all the offers or invitation for subscription of such debentures during the year. The Board of Directors have proposed to obtain the consent of the members of the Bank for borrowing / raising funds in Indian /foreign currency by issue of debt securities pursuant to the relevant provisions of the applicable circulars or guidelines issued by RBI, up to `500 crores (Rupees Five Hundred crores only) in aggregate, for additional Tier I and / or Tier II capital, in one or more tranches in domestic and / or overseas market, as per the structure and within the limits permitted by RBI and other regulatory authorities, to eligible investors on private placement basis, on such terms and conditions as the Board of Directors or any Committee(s) thereof or any whole-time director(s) of the Bank as may be authorized by the Board, from time to time, determine and consider proper and

22 appropriate for the Bank. This would form part of the overall borrowing limits under Section 180(1)(c) of the Companies Act, 2013. This resolution under Section 42 of Companies Act, 2013, shall be valid for a period of one year from the date of passing of the resolution. The pricing of the debt securities referred above depends primarily upon the rates prevailing for risk free instruments, rates on other competing instruments of similar rating and tenor in the domestic or overseas markets, investor appetite for such instruments and investor regulations, which enable investments in such instruments. Further, debt securities would be issued for cash either at par or premium or at discount to the face value depending upon the prevailing market conditions, as permitted under the Laws. Accordingly, the approval of the members of the Bank is being sought by way of special resolution as set out in Item No.16 of this Notice for borrowing / raising funds in Indian / foreign currency by issue of debt securities on private placement basis. The proposed issue is in the best interest of the Bank and your directors recommend the resolution for your approval. None of the promoters, directors and key managerial personnel of the Bank and their relatives are concerned or interested in the proposed resolution except to the extent of their shareholding in the Bank.

Item No.17 In terms of the amended Foreign Direct Investment policy, the total holding of all eligible foreign investors including FII’s, FPI’s and NRI’s shall not exceed an aggregate limit of 74% of the total paid up share capital of the Bank, within which the aggregate NRI holding shall not exceed 24% of the total paid up capital of the Bank, after approval by the Board of Directors and the Members of the Bank by way of a special resolution and prior intimation to the Reserve Bank of India. The previous limit approved by the shareholders at the 87th Annual General Meeting held on 26.09.2014 was 49% of the paid up equity share capital of the Bank within which the aggregate NRI holding shall not exceed 24%. As provided in the Banking Regulation Act, 1949 and as per the provisions of the Articles of Association of the Bank, no person/ group of persons shall acquire any shares of the Bank which would take his/her/its/their holding to a level of 5 percent or more (or such percent as the Reserve Bank of India may impose from time to time) of the paid-up share capital of the Bank without the prior approval of the Reserve Bank of India. The existing aggregate holding of non-resident investors in the Bank’s equity share capital as on 31st March 2020 is approximately 12.35%. The Board of Directors of the Bank at their meeting held on 26th August, 2020, inter alia, approved, Foreign Investment by permitted foreign investors, including FII's, FDI's and NRI's up to 74% of the paid up capital of the bank within which the aggregate NRI holding shall not exceed 49% subject to individual limit of 5%. Accordingly, the Board recommends for increase in the investment limit of foreign investors, including FII's, FDI's and NRI's up to 74% of the paid up capital of the bank within which the aggregate NRI holding shall not exceed 49% subject to individual limit of 5% of the paid up capital of the bank, for the approval by the shareholders of the Bank as a Special Resolution. None of the directors of the Bank and key managerial personnel of the Bank and their relatives are concerned or interested, fi nancial or otherwise in this Resolution except to the extent of their shareholding in the Bank.

BY ORDER OF THE BOARD For THE LAKSHMI VILAS BANK LIMITED

N. RAMANATHAN Place: Chennai Company Secretary Date: 26.08.2020 ACS No. 28366

23 THE LAKSHMI VILAS BANK LIMITED CIN L65110TN1926PLC001377 Registered Offi ce: Salem Road, Kathaparai, Karur - 639 006. Corporate Offi ce: “LVB House”, No. 4, Sardar Patel Road, Guindy, Chennai - 600 032. Website: www.lvbank.com, Tel No.: 044-22205306, Email: [email protected]

Instructions for Remote E – Voting and Voting during the 93rd Annual General Meeting

Dear Shareholders, In compliance of Sections 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020, May 05, 2020 and May 12, 2020, the Bank is providing the e-voting facility to its members holding shares in physical or dematerialized form as on 18.09.2020, to exercise their right to vote by electronic means on any or all of the business specifi ed in the notice to the 93rd Annual General Meeting (“AGM”) of the Bank. The Bank has appointed M/s.JMACS Associates, Company Secretaries in Practice as the scrutinizer for conducting the e-Voting process in a fair and transparent manner. The results shall be declared not later than 48 hours from the conclusion of the AGM of the Bank. The results declared along with the Scrutinizer’s Report shall be made available on the Bank's website and shall be communicated to the Stock Exchanges. The Bank has engaged the services of NSDL as the authorized agency to provide the e-Voting facilities. The voting period begins on 22.09.2020 at 10.00 A.M. and ends on 24.09.2020 at 05.00 PM. The remote e-voting module shall be disabled by NSDL for voting thereafter. Further, the shareholders’ may cast their vote on the date of AGM i.e. during the AGM. During this period shareholders’ of the Bank, holding shares either in physical form or in dematerialized form, as on the cut-off date 18.09.2020 may cast their vote electronically. The e-Voting module shall be disabled by NSDL for voting thereafter. 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No.14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No.20/2020 dated May 05, 2020, physical attendance of the Members to the AGM venue is not required and Annual General Meeting (AGM) be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. 2. Pursuant to the Circular No.14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members are not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-Voting. 3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on fi rst come fi rst served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination, Remuneration and Compensation Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of fi rst come fi rst served basis. 4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. 5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL. 6. In line with the Ministry of Corporate Affairs Circular No.17/2020 dated April13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at https://www.lvbank.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

1 7. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No.14/2020 dated April 08, 2020 and MCA Circular No.17/2020 dated April 13, 2020 and MCA Circular No.20/2020 dated May 05, 2020.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:- The remote e-Voting period begins on 22nd September, 2020 at 10:00 A.M. and ends on 24th September, 2020 at 05:00 P.M. The remote e-Voting module shall be disabled by NSDL for voting thereafter. How do I vote electronically using NSDL e-Voting system? The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below: Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-Voting system. Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verifi cation Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Your User ID is Physical a) For Members who hold shares in demat account with 8 Character DP ID followed by 8 Digit Client ID NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******. b) For Members who hold shares in demat account with 16 Digit Benefi ciary ID CDSL. For example if your Benefi ciary ID is 12************** then your user ID is 12************** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

5. Your password details are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the fi rst time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the Bank, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf fi le. Open the .pdf fi le. The password to open the .pdf fi le is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf fi le contains your ‘User ID’ and your ‘initial password’.

2 (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered 6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl. com. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. 7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles. 2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status. 3. Select “EVEN” of Bank for which you wish to cast your vote. 4. Now you are ready for e-Voting as the Voting page opens. 5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confi rm” when prompted. 6. Upon confi rmation, the message “Vote cast successfully” will be displayed. 7. You can also take the printout of the votes cast by you by clicking on the print option on the confi rmation page. 8. Once you confi rm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential. Login to the e-Voting website will be disabled upon fi ve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password. 3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to (Name of NSDL Offi cial) at [email protected]

3 Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-Voting for the resolutions set out in this notice: 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certifi cate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to ([email protected] / [email protected]). 2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit benefi ciary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to ([email protected] / [email protected]).

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:- 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting. 2. Only those Members / shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM. 3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM. 4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-Voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER: 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access the same at https://www.evoting.nsdl.com under shareholders / members login by using the remote e-Voting credentials. The link for VC/OAVM will be available in shareholders / members login where the EVEN of Bank will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL. 2. Members are encouraged to join the Meeting through Laptops for better experience. 3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. 4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. 5. Shareholders who would like to express their views/have questions may send their questions in advance (before 3 days of the AGM, excluding the date of AGM i.e. on or before 21st September, 2020) mentioning their name, demat account number / folio number, email id, mobile number at [email protected]. The same will be replied by the Bank suitably in the Annual General Meeting.

4