AXIS BANK XIS/CO/CS/1044/2015-18 31 March 2016 ‘The Assistant Vice President (Listing & Complionce) National Stock Exchange of india Limited Exchange Plaza. Sth Floor Plot No. C/1, "G" Block Bandro-Kuo Complex Banda (€), Mumbai 400 051 Attn. Shei Avinash Khorkar ‘The Depuly General Manager (Listing) BSE Limited 1 Floor, New Trading Ring, Rotunda Building P. J. Towers, Dalal Street For!, Mumbol ~ 400 001 ‘Attn. She Bhushan Mokashi Deor Sir) ‘SUB; AMENDMENTS TO ARTICLES OF ASSOCIATION (AA) OF THE BANK ‘REF, REGULATION 30 READ WITH PARA A OF SCHEDULE Ill OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, This is with reference to our letler no, AXIS/CO/CS/985/2015-16 daled 11" March 2016 wherein we had informed you that the Boord of Directors of the Bank had approved the re-appointment of Dr. Sanjiv Misra as the Non-Executive Chairman of the Bank, for a period of three months, with effect from 8! Morch 2016, subject fo receipt of requisite approvals. This Is to inform you that the Board of Directors of the Bank has today transacted the following businesses:- (9) Approved amendments to Aiticle 6? [1] ond other relevant provisions of the Arlicles of ‘Association (AOA) of the Bank, enabling the Administrator of the Specified Undertaking Of the Unit Trust of India (SUT) and Life Insurance Corporation of India (LIC) to nominate ‘one Director each on the Board of the Bank and fo authorise the Board of Directors of the Bonk fo appoint the Non-Execulive Chairman of the Bank, subject fo the approval of Bl / Shareholders of the Bank. b) Approves the amendment fo other relevant provisions of the AOA of the Bank to bring it inline with the provisions of the Companies Act, 2013, the Rules made thereunder, the Banking Regulation Act, 1949, the Guidelines issued by the Reserve Bank of india from lime to lime and the SEBI (isting Obiigations and Disclosure Requirements) Regulations, 2015, subject 10 the approval of the Shareholders of the Bank c) Approved the drat Postal Ballot Natice and the Stalement thereto under Section 102 of the Companies Act, 2013, to be issued to the Members of the Sank, for seeking their approval to re-appoint Dr, Senjiv Misra os the Non-Executive Chairman of the Bank, for a period ef three months, with effect from 8% March 2016 ond the fems and conditions thereof by means of an ordinary resolution and for amending the AA of the Bank, os aforesaid, by meons of a special resolution. 6) Approved the appointment of Scrutinizer{s} for conduct ot Postal Ballot, in terns of Section 110 of the Companies Act, 2013 and the Rules made thereunder. ‘xi House, Wadi international Cente, Pendurang Budhkar Marg, Wer, Mumibal 400 025 Tel No :022 24252525 /43252525 REGISTERED OFFICE: "Tran!" ~ 3rd loot Opp SarartheswarTerele, Near Law Garden, Eisbidge, Ahmedabad - 380005. "fdechone No, 079-26409322 Fax No, -O73-26400327 CIN: L651 16GJT993°LCO20769 Webste - wer ansbank comAXIS BANK ‘rer, please find below the gist of the proposed amendments to the AOA of the Bank, for yourready reference. Se [Chapter |TWeinnewAOA | Aiicle |Adicle [Summary of proposed No. number | number | Amendments in the |in the old | new AOA | AOA 1] Chapter! [interpretation | - : ~ Definilions are proposed fe be modified appropriately to align with the provisions of the Companies Act, 2013. 2 | Chapter |Copitaland |= ~ = Atlicie 3 is proposed fo be increase amended fo incorporate ‘and reduction certain restictions on issue of of Copital shares at discount subject to the provisions of the Companies Aci, 2013 ond Rules made thereunder. - Aticle 4, 5 and 6 ore proposed fo be amended to align with the provisions of the Companies Act, 2013 ‘and Rules made thereunder. 3_| Chapieril [Shore and Shere | - - = Atlicie 8 is proposed fo be Cerifcates amended and Ariicie 9 be deleted to enable the Bank | to isue imedeemable ond perpetual preference shares | 9s well, which Is, permitted | under the "Banking Regulation Act, 1949. Article | Adicle |- Atticle 10 is proposed to be 0 ° ‘amended to align it with the provisons of the Companies ‘Act, 2013 and to exclude the | shatés in demat form, from the applicability of | said Asticle, which contains the provisons relating — to Distinctive Number of Shares. ticle | Arlicle |- Arlicte 14 is proposed to be 13 amended to reduce the time period for issue of share certificates from 3 months to 2 months from the date of diioiment ond to specify such other ime period as the Conditions of issue provide. Aicle | Arlicle |- Article 15 is proposed to be 18 4 ‘amended to align it with the provisions of the Companies ‘Axis House Wai Internatio! Cente, Pendurang Gude Marg, Wer, Mumbo! 400 025 Tel No 022 24252525 143252525, REGISTERED OFMICE “shuld Foor Opp aimathesuar Tempe, Neo Law Garden, flsordge, Abmedabad - 380006, Telephone No, 079-26409322 Fax No, -072-26100321 CIN: L651 16GI1993P.C020768 Website = wiv ansbank omChapier [Tie innew AOA | Aficle | Aficle [Summary of proposed number | number Amendments in the | in the old fnew AOA | AOA ‘Rel, 2013 ond Rules made thereunder and to authorize @ committee of the Board of Directors to sign Shore: Cerfificates and to oko enable the Directors to sign Share Cerificates digital. Atlicie | Anicle |- Arlicle 16 is proposed to be 16 8 mended to slipuiale the charge presctibed under the ‘Companies Act, 2013 for the isue of new Shore Cettiicates and specily the fime period within which such Share Cerfificates ore required to be sued. Adlicle || Article |- Amendmentsin Article 17 are 7 16 proposed fo align the provisions relating to sole custody of Blank shore Cattilicate forms, books, etc. with the Companies, Act. 2013 and Rules made thereunder. Adicle | Article |- Article 20 is proposed to be 2 i amended to align with the ‘provisions of the Companies Act, 2013 and Rules made thereunder. Chapter_| Calls ‘and | Aficile | Article. |- Arlicie 22 Is proposed fo be v Installments 2 21 amended to reduce the notice period of cals on shores from thirty days to fourteen doy Chapter | Foreiture of | Aficle | Aricle |- Arlicie 34 relating to Notice wl Shares 34 33 cf forfeiture is proposed to be omended to reduce the etiod: of notice from one month to 14 days os stipulated in Table — F. Chapter |Tonsfer__and| Aflicie | Aricle |- Arlicle 45 is proposed to be vl Transmission of | 45 44 amended to exclude the Shares fransfer between persons holding shares in electronic form, ftom the applicability of the said Articte. Chapter | Borrowing ‘ficle [Aricle |= Atficle 55 is proposed fo be vil Powers 55 54 amended fo enable the Board of Directors to ‘xis House, Wadi nternainal Cenve,Pandurong Buchtar Mar, Wet, Mumbai 400025 Tel No 022 24252825 43252825. REGISTERED OFFICE Tish» 3rd floor Opp. aineteswarTempl, Naat Law Garden, Eisbidge, Ahmadabad - 380006. "Telephone No, 075-26409322 Fax No, -079-26408521 CN. LSS110G}199301C070768 Website = ww aisbankcomy Xo BANK ‘Sr. [Chapier |TilleinnewAOA | Aflcie | Atlicie [Summary of proposed No. number | number | Amenciments jn the | in the AOA | AOA delegate the power to borrow monies in the manner provided in Companies Act, 2013 and Rules made thereunder. 3 | Chapier | Meeting of {- = = Amendments in this Chapier x Members ‘are proposed to align it with the provisions ofthe Companies Act, 2013 and Rules made thereunder regarding holding of General Meetings, Notice caling the Meeting, Quorum at such Meetings, adjoumment of Meeting, Chaiman of General Mestings. Scrutinizer(s]. at pall and Postal Ballo. >| Chapter | Votes ‘ci|Aficle [Aricle [= Atticie 87 is proposed to be Members 7 8 amended fo include provisions relating to maintenance and inspection of documents in electronic fon. 10 _| Chapter | Directors ‘ilicle [Arlicle |~ Amendments are proposed x 9 90 In respect of the, provisions relating to composition of the Board of Directors including nomination righis of SUUTI ond UC, retirement by rotation of Directors; consent fo act as a Director, TT | Chapter Proceedings of |= = = Amendments are propoved xi! the Board of . {0 align with the Provisions of Directors Companies Act, 2013 relating to Appointment of Chairmon of the Meeting, holding of Meetings, Notice Caling the Meeting, Quorum, Minutes and constitution of Committees. 12 | Chapter | Powers ale = 7 Amendments are proposed xt Directors to align with the provisions of the Companies Act, 2013 ‘and Rules made thereunder. 13 | Chapter | Chairmen, = > > Provisions relating 10, xiv Managing ‘ppointment of | Managing Director and Director and disquaiification : other Whole- thereof are proposed to be Time Directors ‘mended. 14 | Chopter [Key Managerial [= 5 amendments proposed in xv, Personnel respect of provisions relating 4 ‘xis House, Wadi nterntioal Cente, Pandurang Sudhkar Mar, Worl, Mumbsi 400 025 el No:022 24252525 /43282525, REGISTERED OFFICE: "rahul" = eo Foo® Opp arnatnesnt Temple, Near Law Garden, Eisbridge, Anmedabod - 320006. "lephone No, 079-26408322 Fox No. -079-26809321 CIN L6S110GJ1893°\CO20769 Website - wwataxisbank cornAXIS BANK Sr. [Chapter [Tilieinnew AOA | Aflicle [Aficio | Summary of proposed Ne. number | number | Amendments in the in the old | new L [aoa | AoA jo the appointment of Key L Managerial Personnel 15 |= Secretory Adicio [= ‘Alicle 120 is proposed fo be 120 deleted and provisions in relation to the Company Secretary are proposed to | be covered under Chapter | XV_on Key Monagerial Personnel, 18 [> ‘Common Seal | Aflicle | - [Article 121 fo Aflicle 123 ore 121 to proposed to be deleted os Article the common seal has been iw" | made optional for | componies pursuant fo the amendment tothe Companies. Act, 2013 pursuant fo notification dated May 29, 2015, 17_| Chapier [Reserve fund | Aflicle | Alice ‘icle 124 relating to transfer | xw 124 | 121 of profit to reserve fund is proposed fo be amended so {5 to align with the Benking : Regulation Act, 1949. 18 | Chapter | Dividends : = Amendments Gre proposed [xv in the provisions relating to fransfer of dividend fo unpaid dividend account ‘where instrument of transfers __pending for reaistration, 19 [Chapter | Documents and |= - “““Amendments ore proposed Xx Service of | © to align with the provisions of Documents the Companies Act, 2013 | __ang Rules made thereunder. The Board of Directors of the Bank wil be seeking the approval of the Shareholders by means (f Postal Ballot for the aforesaid mattess, in accordance with the relevant provisions of the Companies Act, 2015 and the Rules made thereunder. You are requested to take note of above and arrange to bring it to the notice of all concemed. Thanking You. ith V. e Company Secretary ‘Asis House, Waa international Centre, Pandurang Budker Marg, Wer, Murai 400025 Tel Mo 022 24252525 / 43252525, REGISTERED OFFICE : "shu!" ~ 31d Foor Opp. Sainartheswar Temple, Near Law Garden, Esrige, Akmedabod - 380006 “elephone No, 078-26409322 Fax No, -079-25409321 CIN L65110G)1995R.CO20769 Website wm asbank com