Notice To American Depositary Shares ("Ads") Holders: ICICI Bank Limited

ICICI Bank Limited
CIN: L65190GJ1994PLC021012
Registered Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007, Gujarat, Phone: 0265-6722286
Corporate Office: ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra, Phone: 022-26538900, Fax: 022-26531230
Website: www.icicibank.com, E-mail: [email protected]
NOTICE TO AMERICAN DEPOSITARY

SHARES (“ADS”) HOLDERS
Notice to ADS Holders

The attached is being provided by ICICI Bank Limited the Depositary is required, at the direction of the Board of
(the “Bank”) FOR INFORMATIONAL PURPOSES ONLY and Directors of the Bank (the “Board”), to vote as directed by
is not to be construed, and does not purport to be, an offer the Board.
to sell or solicitation of an offer to buy any securities.
The matters referred to in the attached are being made
Deutsche Bank Trust Company Americas, the Depositary with respect to the securities of an Indian company.
(the “Depositary”), has not reviewed the enclosed, and The proposed action is subject to the disclosure
expressly disclaims any responsibility for, and does not requirements of India, which are different from those of
make any recommendation with respect to, the Bank or the United States.
the matters and/or transactions described or referred to It may be difficult for you to enforce your rights and
in the enclosed documentation. Furthermore, neither the any claim you may have arising under the U.S. federal
Depositary nor any of its officers, employees, directors, securities laws, since the issuer is located in India, and
agents or affiliates controls, is responsible for, endorses, some or all of its officers and directors may be residents
adopts, or guarantees the accuracy or completeness of any of India. You may not be able to sue an Indian company
information provided at the Bank’s request or otherwise or its officers or directors in an Indian court for violations
made available by the Bank and none of them are liable or of the U.S. securities laws. It may be difficult to compel an
responsible for any information contained therein. Indian company and its affiliates to subject themselves to
Registered Holders have no voting rights with respect a U.S. court’s judgment.
to the Shares or other Deposited Securities represented Capitalized terms used in this notice but not defined herein
by their American Depositary Shares. The instructions shall have the meanings ascribed to them in the Deposit
of Registered Holders shall not be obtained with respect Agreement, dated as of March 31, 2000 (as amended)
to the voting rights attached to the Shares or other between the Bank, the Depositary and all Registered
Deposited Securities represented by their respective Holders and Beneficial Owners from time to time of
ADSs. In accordance with the Governmental Approval, Receipts issued thereunder.
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ICICI Bank Limited
CIN: L65190GJ1994PLC021012
Registered Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007, Gujarat, Phone: 0265-6722286
Corporate Office: ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra, Phone: 022-26538900, Fax: 022-26531230
Website: www.icicibank.com, E-mail: [email protected]
POSTAL BALLOT NOTICE
Dear Members,
Notice is hereby given that pursuant to the provisions of Limited (“NSDL”) for facilitating remote e-voting to enable
Section 110 and other applicable provisions, if any, of the the Members to cast their votes electronically. The hard
Companies Act, 2013 including any statutory modification copy of this Postal Ballot Notice along with Postal Ballot
or re-enactment thereof for the time being in force (“Act”), forms and pre-paid business envelope will not be sent to
read with Rules 20 and 22 of the Companies (Management the Members for this Postal Ballot. The instructions for
and Administration) Rules, 2014 including any statutory remote e-voting are appended to this Postal Ballot Notice.
modification or re-enactment thereof for the time being The Board of Directors of the Bank, at its Meeting held
in force (“Rules”), read with General Circular No.14/2020 on February 18, 2022 has appointed Mr. Alwyn D’Souza
dated April 8, 2020, General Circular No.17/2020 dated of Alwyn D’ Souza & Co., Practicing Company Secretaries
April 13, 2020 and other relevant circulars, including or failing him Mr. Jay D’Souza of Jay D’Souza & Co.,
General Circular No.20/2021 dated December 8, 2021, Practicing Company Secretaries, as the Scrutinizer for
issued by the Ministry of Corporate Affairs, Government conducting the Postal Ballot e-voting process in a fair and
of India (“MCA Circulars”), the Resolutions set out below transparent manner. You are requested to carefully read
are proposed to be passed by the Members of ICICI Bank the instructions in this Postal Ballot Notice and record your
Limited (“Bank”/”Company”) through Postal Ballot only assent (FOR) or dissent (AGAINST) through the remote
through the remote e-voting process. e-voting process not later than 5:00 p.m. IST on Sunday,
The proposed Resolutions and Explanatory Statement March 27, 2022, failing which it will be strictly considered
setting out material facts as required in terms of Section that no reply has been received from the Member.
102 of the Act read with the Rules and the MCA Circulars After completion of scrutiny of the votes, the Scrutinizer will
are appended below seeking consent of the Members of submit his report to the Chairman of the Bank or a person
the Bank through remote e-voting. authorized by the Chairman. The results of Postal Ballot shall
In compliance with Regulation 44 of the Securities be declared on or before Tuesday, March 29, 2022, at any
and Exchange Board of India (Listing Obligations and time before 6:00 p.m. IST and along with the Scrutinizer’s
Disclosure Requirements) Regulations, 2015, as amended report, be displayed at the Registered as well as Corporate
Office of the Bank, communicated to the Stock Exchanges
and pursuant to the provisions of Sections 108 and 110
and will also be uploaded on the Bank’s website at
of the Act read with the Rules and the MCA Circulars,
www.icicibank.com and on the website of NSDL at
the Bank is sending this Postal Ballot Notice in electronic
www.evoting.nsdl.com.
form only and has extended only the remote e-voting
facility for its Members, to enable them to cast their votes The proposed Resolutions, if approved, shall be deemed
electronically instead of submitting the Postal Ballot form. to have been passed on the last date of voting, i.e. Sunday,
The Bank has appointed National Securities Depositories March 27, 2022.
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SPECIAL BUSINESS transaction or transactions taken together or series of
transactions or otherwise) for acceptance of current
Item No. 1: account deposits by the Bank whether by way of fresh
Appointment of Ms. Vibha Paul Rishi (DIN: 05180796) as deposit(s) or any extension(s) or modification(s) of
an Independent Director earlier contracts/arrangements/transactions or otherwise,
from time to time, with the Related Parties listed in the
To consider and, if thought fit, to pass, the following
explanatory statement annexed to the notice convening
resolution as a Special Resolution:
this meeting, notwithstanding the fact that the maximum
RESOLVED THAT pursuant to the provisions of Sections balance at any day during financial year ending March 31,
149, 150, 152, 160, Schedule IV and all other applicable 2023 (‘FY2023’), may exceed ` 10.00 billion or 10% of the
provisions of the Companies Act, 2013 (“Act”) read annual consolidated turnover of the Bank as per the last
with the Companies (Appointment and Qualification of audited financial statements of the Bank, whichever is
Directors) Rules, 2014, other applicable rules, if any and lower, as prescribed under Applicable Laws or any other
applicable provisions of the Banking Regulation Act, 1949 materiality threshold, as may be applicable from time to
(including any statutory modification(s) or re-enactment(s) time, for each such Party, provided however, that the said
thereof for the time being in force) and the rules, circulars contracts/arrangements/transactions shall be carried out
and guidelines issued by the Reserve Bank of India and the on an arm’s length basis and in the ordinary course of
Securities and Exchange Board of India (Listing Obligations business of the Bank.
and Disclosure Requirements) Regulations, 2015,
RESOLVED FURTHER THAT the Members of the Bank
Ms. Vibha Paul Rishi (DIN: 05180796), who was appointed
do hereby approve and accord approval to the Board, to
as an Additional Independent Director of the Bank, with
sign and execute all such documents, deeds and writings,
effect from January 23, 2022 and in respect of whom
including filing the said documents, etc. and do all such
the Bank has received a notice in writing from a member
acts, deeds and things and take necessary steps as the
proposing her candidature for the office of Director, be
Board may in its absolute discretion deem necessary,
and is hereby appointed as an Independent Director of
desirable or expedient to give effect to this resolution
the Bank, not liable to retire by rotation, for a term of five
and to settle any question that may arise in this regard
consecutive years commencing from January 23, 2022 to
and incidental thereto, without being required to seek any
January 22, 2027.
further consent or approval of the Members or otherwise
Item No. 2: to the end and intent that the Members shall be deemed
to have given their approval thereto expressly by the
Material Related Party Transactions for current account
authority of this resolution.
deposits
RESOLVED FURTHER THAT the Members of the Bank, do
hereby also accord approval to the Board of Directors of the
resolution as an Ordinary Resolution:
Bank, to delegate all or any of its powers herein conferred
RESOLVED THAT pursuant to the provisions of Regulation to any Committee of Directors and/or Director(s) and/or
23(4) of the Securities and Exchange Board of India (Listing official(s) of the Bank/any other person(s) so authorized
Obligations and Disclosure Requirements) Regulations, by it, in accordance with Applicable Laws, to do all such
2015 (“SEBI Listing Regulations”), the applicable acts,, deeds, matters and things and also to execute such
provisions of the Companies Act, 2013 read with rules made documents, writings etc. as may be considered necessary
thereunder and such other applicable provisions of law, if or expedient to give effect to the aforesaid resolution.
any, and any amendments, modifications, variations or
re-enactments thereof (hereinafter called as “Applicable Item No. 3:
Laws”) and the ‘Related Party Transactions Policy’ of Material Related Party Transactions for subscribing to
ICICI Bank Limited (“Bank”), as may be applicable from securities issued by Related Parties and purchase of
time to time, the Members of the Bank do hereby approve securities from Related Parties
and accord approval to the Board of Directors of the
Bank (hereinafter referred to as “Board”, which term shall
be deemed to include any duly authorized Committee
constituted/empowered by the Board, from time to time, RESOLVED THAT pursuant to the provisions of Regulation
to exercise its powers conferred by this resolution), for 23(4) of the Securities and Exchange Board of India (Listing
entering into and/or carrying out and/or continuing with Obligations and Disclosure Requirements) Regulations,
contracts/arrangements/transactions (whether individual 2015 (“SEBI Listing Regulations”), the applicable
2
provisions of the Companies Act, 2013 read with rules to any Committee of Directors and/or Director(s) and/or
made thereunder and such other applicable provisions of official(s) of the Bank/any other person(s) so authorized
law, if any, and any amendments, modifications, variations by it, in accordance with Applicable Laws to do all such
or re-enactments thereof (hereinafter called as “Applicable acts, deeds, matters and things and also to execute such
Laws”) and the ‘Related Party Transactions Policy’ of documents, writings, etc., as may be considered necessary
ICICI Bank Limited (“Bank”), as may be applicable from or expedient to give effect to the aforesaid resolution.
time to time, the Members of the Bank do hereby approve
and accord approval to the Board of Directors of the Item No. 4:
Bank (hereinafter referred to as “Board”, which term shall Material Related Party Transactions for sale of securities
be deemed to include any duly authorized Committee to Related Parties
constituted/empowered by the Board, from time to time,
to exercise its powers conferred by this resolution), for
entering into and/or carrying out and/or continuing with
contracts/arrangements/transactions (whether individual RESOLVED THAT pursuant to the provisions of Regulation
transaction or transactions taken together or series of 23(4) of the Securities and Exchange Board of India (Listing
transactions or otherwise), for - Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), the applicable
(i) subscription of securities issued by the Related
provisions of the Companies Act, 2013 read with rules
Parties, and
made thereunder and such other applicable provisions
(ii) purchase of securities from Related Parties (issued by of law, if any, and any amendments, modifications,
related or unrelated parties) variations or re-enactments thereof (“Applicable Laws”)
and the ‘Related Party Transactions Policy’ of ICICI Bank
as listed in the explanatory statement annexed to the
Limited (“Bank”), as may be applicable from time to
notice convening the meeting, notwithstanding the fact
time, the Members of the Bank do hereby approve and
that the aggregate value of such transactions, to be
accord approval to the Board of Directors of the Bank
entered into individually or taken together with previous
(hereinafter referred to as “Board”, which term shall
transactions during financial year ending March 31, 2023
be deemed to include any duly authorized Committee
(‘FY2023’), may exceed ` 10.00 billion or 10% of the
constituted/empowered by the Board, from time to time,
annual consolidated turnover of the Bank as per the last
to exercise its powers conferred by this resolution), for
audited financial statements of the Bank, whichever is
entering into and/or carrying out and/or continuing with
lower, as prescribed under Applicable Laws or any other
contracts/arrangements/transactions (whether individual
materiality threshold, as may be applicable from time to
transaction or transactions taken together or series of
time, for each such Party, provided however, that the said
transactions or otherwise) for sale of securities (issued
contracts/arrangements/transactions shall be carried out
by related or unrelated parties) to the Related Parties
on an arm’s length basis and in the ordinary course of
listed in the explanatory statement annexed to the
business of the Bank.
notice convening this meeting, notwithstanding the
RESOLVED FURTHER THAT the Members of the Bank fact that the aggregate value of such transactions, to be
do hereby approve and accord approval to the Board, to entered into individually or taken together with previous
sign and execute all such documents, deeds and writings, transactions during financial year ending March 31, 2023
including filing the said documents, etc. and do all such (‘FY2023’), may exceed ` 10.00 billion or 10% of the
acts, deeds and things and take necessary steps as the annual consolidated turnover of the Bank as per the last
Board may in its absolute discretion deem necessary, audited financial statements of the Bank, whichever is
desirable or expedient to give effect to this resolution lower, as prescribed under Applicable Laws or any other
and to settle any question that may arise in this regard materiality threshold, as may be applicable from time to
and incidental thereto, without being required to seek any time, for each such Party, provided however, that the said
further consent or approval of the Members or otherwise contracts/arrangements/transactions shall be carried out
to the end and intent that the Members shall be deemed on an arm’s length basis and in the ordinary course of
to have given their approval thereto expressly by the business of the Bank.
authority of this resolution.
RESOLVED FURTHER THAT the Members of the Bank
RESOLVED FURTHER THAT the Members of the Bank, do do hereby approve and accord approval to the Board, to
hereby also accord approval to the Board of Directors of the sign and execute all such documents, deeds and writings,
Bank, to delegate all or any of its powers herein conferred including filing the said documents, etc. and do all such
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acts, deeds and things and take necessary steps as the to the Related Parties listed in the explanatory statement
Board may in its absolute discretion deem necessary, annexed to the notice convening this meeting, sanctioned
desirable or expedient to give effect to this resolution for an amount and on such terms and conditions (i.e. rate
and to settle any question that may arise in this regard of interest, security, tenure, etc.) as may be permitted
and incidental thereto, without being required to seek any under Applicable Laws, and relevant policies of the
further consent or approval of the Members or otherwise Bank, including interest and other charges receivable
to the end and intent that the Members shall be deemed in connection with such facilities, notwithstanding the
to have given their approval thereto expressly by the fact that the maximum limit of such transactions to be
authority of this resolution. entered into individually or taken together with previous
transactions, at any point of time during the financial
year ending March 31, 2023 (‘FY2023’), may exceed
` 10.00 billion or 10% of the annual consolidated turnover
of the Bank as per the last audited financial statements
to any Committee of Directors and/or Director(s) and/or
of the Bank, whichever is lower, as prescribed under
official(s) of the Bank/any other person(s) so authorized
Applicable Laws or any other materiality threshold, as
by it, in accordance with Applicable Laws, to do all such
may be applicable from time to time, for each such Party,
acts, deeds, matters and things and also to execute such provided however, that the said contracts/arrangements/
documents, writings etc. as may be considered necessary transactions shall be carried out on an arm’s length basis
or expedient to give effect to the aforesaid resolution. and in the ordinary course of business of the Bank.
Item No. 5: RESOLVED FURTHER THAT the Members of the Bank

Material Related Party Transactions for fund based or do hereby approve and accord approval to the Board, to
non-fund based credit facilities sign and execute all such documents, deeds and writings,
including filing the said documents, etc. and do all such
To consider and, if thought fit, to pass, the following acts, deeds and things and take necessary steps as the
resolution as an Ordinary Resolution: Board may in its absolute discretion deem necessary,
RESOLVED THAT pursuant to the provisions of Regulation desirable or expedient to give effect to this resolution
23(4) of the Securities and Exchange Board of India (Listing and to settle any question that may arise in this regard
Obligations and Disclosure Requirements) Regulations, and incidental thereto, without being required to seek any
2015 (“SEBI Listing Regulations”), the applicable further consent or approval of the Members or otherwise
provisions of the Companies Act, 2013 read with rules to the end and intent that the Members shall be deemed
made thereunder and such other applicable provisions to have given their approval thereto expressly by the
of law, if any, and any amendments, modifications, authority of this resolution.
variations or re-enactments thereof (“Applicable Laws”) RESOLVED FURTHER THAT the Members of the Bank, do
and the ‘Related Party Transactions Policy’ of ICICI Bank hereby also accord approval to the Board of Directors of the
Limited (“Bank”), as may be applicable from time to time, Bank, to delegate all or any of its powers herein conferred
the Members of the Bank do hereby approve and accord to any Committee of Directors and/or Director(s) and/or
approval to the Board of Directors of the Bank (hereinafter official(s) of the Bank/any other person(s) so authorized
referred to as “Board”, which term shall be deemed to by it, in accordance with Applicable Laws, to do all such
include any duly authorized Committee constituted/ acts, deeds, matters and things and also to execute such
empowered by the Board, from time to time, to exercise documents, writings etc. as may be considered necessary
its powers conferred by this resolution), for entering into or expedient to give effect to the aforesaid resolution.
and/or carrying out and/or continuing with contracts/
arrangements/transactions (whether individual transaction Item No. 6:
or transactions taken together or series of transactions or Material Related Party Transactions for undertaking
otherwise) for granting of any loans or advances, credit repurchase (repo) transactions and other permitted
facilities such as term loan, working capital demand loan, short-term borrowing transactions
short term loan, overdraft, or any other form of fund-
based facilities and/or guarantees, letters of credit, or
any other form of non-fund based facilities, whether by
way of fresh sanction (s) or renewal(s) or extension(s) or RESOLVED THAT pursuant to the provisions of Regulation
enhancement(s) or any modification(s) of earlier contracts/ 23(4) of the Securities and Exchange Board of India (Listing
arrangements/transactions or otherwise, from time to time, Obligations and Disclosure Requirements) Regulations,
4
2015 (“SEBI Listing Regulations”), the applicable execute such documents, writings etc. and take steps as
provisions of the Companies Act, 2013 read with rules may be considered necessary or expedient to give effect
made thereunder and such other applicable provisions to the aforesaid resolution.
of law, if any, and any amendments, modifications,
variations or re-enactments thereof (“Applicable Laws”) Item No. 7:
and the ‘Related Party Transactions Policy’ of ICICI Bank Material Related Party Transactions of reverse repurchase
Limited (“Bank”), as may be applicable from time to time, (reverse repo) and other permitted short-term lending
the Members of the Bank do hereby approve and accord transactions
approval to the Board of Directors of the Bank (hereinafter
referred to as “Board”, which term shall be deemed to To consider and, if thought fit, to pass, the following
include any duly authorized Committee constituted/ resolution as an Ordinary Resolution:
empowered by the Board, from time to time, to exercise RESOLVED THAT pursuant to the provisions of Regulation
its powers conferred by this resolution), for entering into 23(4) of the Securities and Exchange Board of India (Listing
and/or carrying out and/or continuing with contracts/ Obligations and Disclosure Requirements) Regulations,
arrangements/transactions (whether individual transaction 2015 (“SEBI Listing Regulations”), the applicable
or transactions taken together or series of transactions or provisions of the Companies Act, 2013 read with rules
otherwise) for undertaking repurchase (repo) transactions made thereunder and such other applicable provisions
and other permitted short-term borrowing transactions of law, if any, and any amendments, modifications,
by the Bank, from time to time, with the Related Parties variations or re-enactments thereof (“Applicable Laws”)
listed in the explanatory statement annexed to the notice and the ‘Related Party Transactions Policy’ of ICICI Bank
convening this meeting notwithstanding the fact that the Limited (“Bank”), as may be applicable from time to time,
value of such transactions to be entered into individually the Members of the Bank do hereby approve and accord
or taken together with previous transactions during the approval to the Board of Directors of the Bank (hereinafter
financial year ending March 31, 2023 (‘FY2023’), may referred to as “Board”, which term shall be deemed to
exceed ` 10.00 billion or 10% of the annual consolidated include any duly authorized Committee constituted/
turnover of the Bank as per the last audited financial empowered by the Board, from time to time, to exercise
statements of the Bank, whichever is lower, as prescribed its powers conferred by this resolution), for entering into
under Applicable Laws or any other materiality threshold, and/or carrying out and/or continuing with contracts/
as may be applicable from time to time, for each such Party arrangements/transactions (whether individual transaction
provided, however, that the said contracts/arrangements/ or transactions taken together or series of transactions or
transactions shall be carried out on an arm’s length basis otherwise) for undertaking reverse repurchase (reverse
and in the ordinary course of business of the Bank. repo) transactions and other permitted short-term lending
RESOLVED FURTHER THAT the Members of the Bank transactions, by the Bank, from time to time, with the
do hereby approve and accord approval to the Board, to Related Party listed in the explanatory statement annexed
sign and execute all such documents, deeds and writings, to the notice convening this meeting notwithstanding the
including filing the said documents, etc. and do all such fact that the value of such transactions to be entered into
acts, deeds and things and take necessary steps as the individually or taken together with previous transactions
Board may in its absolute discretion deem necessary, during the financial year ending March 31, 2023 (‘FY2023’),
desirable or expedient to give effect to this resolution may exceed ` 10.00 billion or 10% of the annual
and to settle any question that may arise in this regard consolidated turnover of the Bank as per the last audited
and incidental thereto, without being required to seek any financial statements of the Bank, whichever is lower, as
further consent or approval of the Members or otherwise prescribed under Applicable Laws or any other materiality
to the end and intent that the Members shall be deemed threshold, as may be applicable from time to time,
to have given their approval thereto expressly by the provided however, that the said contracts/arrangements/
authority of this resolution. transactions shall be carried out on an arm’s length basis
and in the ordinary course of business of the Bank.
RESOLVED FURTHER THAT the Members of the Bank,
do hereby also accord approval to the Board of Directors RESOLVED FURTHER THAT the Members of the Bank
of the Bank, to delegate all or any of its powers herein do hereby approve and accord approval to the Board, to
conferred to any Committee of Directors and/or Director(s) sign and execute all such documents, deeds and writings,
and/or official(s) of the Bank/any other person(s) so including filing the said documents, etc. and do all such
authorized by it, in accordance with Applicable Laws, to acts, deeds and things and take necessary steps as the
do all such acts deeds, matters and things and also to Board may in its absolute discretion deem necessary,
5
desirable or expedient to give effect to this resolution Bank (as explained in the explanatory statement), from the
and to settle any question that may arise in this regard Related Party listed in the explanatory statement annexed
and incidental thereto, without being required to seek any to the notice convening this meeting notwithstanding the
further consent or approval of the Members or otherwise fact that the aggregate value of such transactions to be
to the end and intent that the Members shall be deemed entered into, individually or taken together with previous
to have given their approval thereto expressly by the transactions during the financial year ending March 31,
authority of this resolution. 2023 (‘FY2023’), may exceed ` 10.00 billion or 10% of
the annual consolidated turnover of the Bank as per the
last audited financial statements of the Bank whichever is
lower, as prescribed under Applicable Laws or any other
materiality threshold, as may be applicable from time to
to any Committee of Directors and/or Director(s) and/or
time, for each such Party, provided however, that the said
official(s) of the Bank/any other person(s) so authorized
contracts/arrangements/transactions shall be carried out
by it, in accordance with Applicable Laws to do all such
on an arm’s length basis and in the ordinary course of
acts, deeds, matters and things and also to execute such
business of the Bank.
documents, writings etc as may be considered necessary
or expedient to give effect to the aforesaid resolution. RESOLVED FURTHER THAT the Members of the Bank
do hereby approve and accord approval to the Board, to
Item No. 8: sign and execute all such documents, deeds and writings,
Material Related Party Transactions for availing including filing the said documents, etc. and do all such
manpower services for certain functions/activities of the acts, deeds and things and take necessary steps as the
Bank from Related Party Board may in its absolute discretion deem necessary,
desirable or expedient to give effect to this resolution
To consider and, if thought fit, to pass, the following and to settle any question that may arise in this regard
resolution as an Ordinary Resolution: and incidental thereto, without being required to seek any
RESOLVED THAT pursuant to the provisions of Regulation further consent or approval of the Members or otherwise
23(4) of the Securities and Exchange Board of India (Listing to the end and intent that the Members shall be deemed
Obligations and Disclosure Requirements) Regulations, to have given their approval thereto expressly by the
2015 (“SEBI Listing Regulations”), the applicable provisions authority of this resolution.
of the Companies Act, 2013 read with rules made RESOLVED FURTHER THAT the Members of the Bank, do
thereunder and, such other applicable provisions of law, if hereby also accord approval to the Board of Directors of the
any, and any amendments, modifications, variations or re- Bank, to delegate all or any of its powers herein conferred
enactments thereof (“Applicable Laws”) and the ‘Related to any Committee of Directors and/or Director(s) and/or
Party Transactions Policy’ of ICICI Bank Limited (“Bank”), official(s) of the Bank/any other person(s) so authorized
as may be applicable from time to time, the Members of by it, in accordance with Applicable Laws, to do all such
the Bank do hereby approve and accord approval to the acts, deeds, matters and things and also to execute such
Board of Directors of the Bank (hereinafter referred to as documents, writings etc. as may be considered necessary
“Board”, which term shall be deemed to include any duly or expedient to give effect to the aforesaid resolution.
authorized Committee constituted/empowered by the
Board, from time to time, to exercise its powers conferred By Order of the Board
by this resolution), for entering into and/or carrying out and/ For ICICI Bank Limited
or continuing with contracts/arrangements/transactions
(whether individual transaction or transactions taken Ranganath Athreya
together or series of transactions or otherwise) for availing Place: Mumbai Company Secretary
manpower services, for certain functions/activities of the Date: February 18, 2022 ACS: 7356
6
NOTES
1.
The relevant Explanatory Statement pursuant to Bank. The Bank has appointed NSDL for facilitating
Section 102(1) of the Companies Act, 2013 read remote e-voting to enable the Members to cast their
together with Rules 20 and 22 of the Companies votes electronically.
(Management and Administration) Rules, 2014 setting
5.
The Bank will send this Postal Ballot Notice in
out material facts in respect of Item Nos. 1 to 8 as set
electronic form only. The hard copy of this Postal
out in this Notice is annexed hereto.
Ballot Notice along with Postal Ballot forms and
2. The Postal Ballot Notice is being published/displayed pre-paid business envelope will not be sent to the
for all the Members, whose names appear in the Members for the Postal Ballot in accordance with
Register of Members/List of Beneficial Owners as the requirements specified under the MCA Circulars.
received from Depositories i.e. National Securities Accordingly, the communication of the assent or
Depository Limited (“NSDL”)/Central Depository dissent of the Members would take place through the
Services (India) Limited (“CDSL”) as on Friday, remote e-voting system only.
February 18, 2022 and is also being sent to the
6.
Members holding shares in dematerialised mode
Members who already have their email address
are requested to register/update their KYC details
registered with the Bank/Depositories, in accordance
including email address with the relevant Depository
with the provisions of the Companies Act, 2013, read
Participants. Members holding shares in physical
with Rules made thereunder and Ministry of Corporate
form are requested to register/update their KYC
Affairs, Government of India’s General Circular
details including email address by submitting duly
No.14/2020 dated April 8, 2020, General Circular
filled and signed Form ISR-1 at investor@icicibank.
No.17/2020 dated April 13, 2020 and other relevant
com along with the copy of the share certificate (front
circulars, including General Circular No.20/2021 dated
and back), self-attested copy of the PAN card and
December 8, 2021. A person who is not a Member as
such other documents as prescribed in the Form.
on Friday, February 18, 2022, should treat this Postal
Form ISR-1 is available on the website of the Bank at
Ballot Notice for information purposes only. A copy
https://www.icicibank.com/aboutus/invest-relations.
of this Postal Ballot Notice will also be available on
page?ITM=nli_cms_investor_relations_footer_link.
the website of the Bank at https://www.icicibank.
com/aboutus/notice.page?#toptitle, the relevant 7.
The remote e-voting period commences on
section of the website of the Stock Exchanges on Saturday, February 26, 2022 at 9:00 a.m. IST and
which the Equity Shares of the Bank are listed i.e. at ends on Sunday, March 27, 2022 at 5:00 p.m. IST.
www.bseindia.com and www.nseindia.com and the The remote e-voting shall not be allowed beyond the
website of NSDL at www.evoting.nsdl.com. said date and time. During this period, the Members
of the Bank holding shares in physical form or in
3. The Members of the Bank whose names appear in
dematerialised form, as on the cut-off date, being
the Register of Members/List of Beneficial Owners
Friday, February 18, 2022, may cast their votes by
as received from Depositories i.e., NSDL/CDSL as
electronic means in the manner and process set out
on Friday, February 18, 2022 (including those
herein below. The remote e-voting module shall be
Members who may not have received this Postal
disabled for voting thereafter. Once the vote on a
Ballot Notice due to non-registration of the email
resolution is cast by the Member, the Member shall
address with the Bank/Depositories), shall be entitled
not be allowed to change it subsequently.
to vote in relation to the resolutions specified in this
Postal Ballot Notice. 8.
The voting rights of the Members shall be in
proportion to their shares in the total paid-up
4. In terms of Sections 108, 110 and other applicable
equity share capital of the Bank, as on Friday,
provisions of the Companies Act, 2013, as amended,
February 18, 2022, subject to the provisions of the
read together with the Rules, MCA Circulars and in
Banking Regulation Act, 1949, as amended.
compliance with Regulation 44 of the Securities
and Exchange Board of India (Listing Obligations 9. All the documents referred to in the accompanying
and Disclosure Requirements) Regulations, 2015 as Notice and Explanatory Statements, shall be available
amended from time to time, the Bank is pleased to for inspection through electronic mode, basis the
offer remote e-voting facility to all the Members of the request being sent to [email protected].
7
10.
The instructions and other information relating to A) Login method for e-Voting for Individual
e-voting are as under: shareholders holding securities in demat mode
I.
The instructions for remote e-voting are In terms of SEBI circular dated December 9, 2020
as under: on e-Voting facility provided by Listed Companies,
The way to vote electronically on NSDL e-Voting Individual shareholders holding securities in demat
system consists of “Two Steps” which are mode are allowed to vote through their demat
mentioned below: account maintained with Depositories and Depository
Participants. Shareholders are advised to update
Step 1: Access to NSDL e-Voting system their mobile number and email address in their demat
accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of Shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.
holding securities in nsdl.com either on a Personal Computer or on a mobile. On the e-Services home
demat mode with NSDL page click on the “Beneficial Owner” icon under “Login” which is available under
‘IDeAS’ section, this will prompt you to enter your existing User ID and Password.
After successful authentication, you will be able to see e-Voting services under
Value added services. Click on “Access to e-Voting” under e-Voting services and
you will be able to see e-Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
Proceed to complete registration using your DP ID, Client ID, Mobile Number, etc.
After successful registration, please follow steps given under Sr. No. 1 above to
cast your vote.
3. 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.
Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A new screen will open.
You will have to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
from Google Play or App Store.
Individual Shareholders 1. Existing users who have opted for Easi/Easiest, they can login through their User
holding securities in ID and Password. Option will be made available to reach e-Voting page without
demat mode with CDSL any further authentication. The URL for users to login to Easi/Easiest are
https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on
New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting
Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on
NSDL to cast your vote.
8
Type of Shareholders Login Method
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4.
Alternatively, the user can directly access e-Voting page by providing demat
Account Number and PAN from a link in www.cdslindia.com home page. The
system will authenticate the user by sending OTP on registered Mobile & Email
as recorded in the dematerialized Account. After successful authentication, user
will be provided links for the respective ESP i.e. NSDL where the e-Voting is
in progress.
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in,
demat mode) login you will be able to see e-Voting option. Click on e-Voting option, you will be redirected
through their depository to NSDL/CDSL Depository site after successful authentication, wherein you can see
participants e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and
you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.
Members who are unable to retrieve User ID Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL:
Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in request at [email protected] or call on toll free no.: 1800-1020-990/1800-224-430
demat mode with NSDL
Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending
holding securities in a request at [email protected] or contact at 022-23058738 or
demat mode with CDSL 022-23058542/43

B) Login Method for shareholders other than 3. A new screen will open. You will have to enter
Individual shareholders holding securities in your User ID, your Password and a verification
demat mode and shareholders holding securities in code as shown on the screen.
physical mode.

Alternatively, if you are registered for
How to Log-in to NSDL e-Voting website? NSDL eservices, i.e. IDEAS, you can login at
1. Open web browser and type the following URL: https://eservices.nsdl.com/ with your existing
www.evoting.nsdl.com either on a Personal IDEAS login. Once you login to NSDL eservices
Computer or on a mobile. after using your login credentials, click on
e-Voting and you can proceed to Step 2, i.e. cast
2.
Once the home page of e-Voting system is your vote electronically.
launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.
9
4. Your User ID details are given below: number for shares held in physical
form. The .pdf file contains your ‘User
Manner of holding ID’ and your ‘initial password’.
shares, i.e.
Dematerialised Your User ID is: (ii) If your email ID is not registered,
(NSDL or CDSL) please follow steps mentioned below
or Physical in this Notice.
a) For Members 8 Character DP ID followed 6.
If you are unable to retrieve or have not
who hold shares by 8 Digit Client ID received the “Initial password” or have forgotten
in demat account
For example, if your DP ID your password:
with NSDL
is IN300*** and Client ID is
12****** then your User ID (a) Click on “Forgot User Details/Password?”
is IN300***12****** (If you are holding shares in your demat
account with NSDL or CDSL) option
b) For Members 16 Digit Beneficiary ID
available on www.evoting.nsdl.com.
who hold shares
For example, if your
in demat account (b) “Physical User Reset Password?” (If you are
Beneficiary ID is
with CDSL holding shares in physical mode) option
12**************
then your User ID is available on www.evoting.nsdl.com.
12************** (c) If you are still unable to get the Password
c) For Members EVEN Number followed by aforesaid two options, you can send a
holding shares in by folio number registered request at [email protected] mentioning
Physical form with the company your demat account number/folio number,
For example, if folio PAN, Name and registered address etc.
number is 001*** and
(d) Members can also use the OTP (One Time
EVEN is 119389 then User
Password) based login for casting the votes
ID is 119389001***
on the e-Voting system of NSDL.
5. Your Password details are given below: 7.
After entering your Password, tick on Agree
(a) If you are already registered for e-Voting, to “Terms and Conditions” by selecting on the
you can use your existing Password to check box.
login and cast your vote.
8. Now, you will have to click on “Login” button.
(b) If you are using NSDL e-Voting system for
the first time, you will need to retrieve the 9. After you click on the “Login” button, Home
‘initial password’, which was communicated page of e-Voting will open.
to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial Step 2: Cast your vote electronically on NSDL
password’ and the system will force you to e-Voting system
change your Password. How to cast your vote electronically on NSDL
e-Voting system?
(c) How to retrieve your ‘initial password’?
1.
After successful login at Step 1, you will be
(i) If your email ID is registered in
able to see the Home page of e-Voting. Click on
your demat account or with the
e-Voting. Then, click on Active Voting Cycles.
company, your ‘initial password’ is
communicated to you on your email ID. 2. After clicking on Active Voting Cycles, you will
Trace the email sent to you from NSDL be able to see all the companies “EVEN” in
from your mailbox. Open the email which you are holding shares and whose voting
and open the attachment i.e. a .pdf file. cycle is in active status.
Open the .pdf file. The password to
3. Select “EVEN” of ICICI Bank Limited.
open the .pdf file is your 8-digit client
ID for NSDL account, last eight digits 4. Now you are ready for e-Voting as the Voting
of client ID for CDSL account or folio page opens.
10
5. Cast your vote by selecting appropriate options [email protected] with a copy marked to
i.e. assent or dissent, verify/modify the number [email protected].
of shares for which you wish to cast your vote
2. It is strongly recommended not to share your
and click on “Submit” and also “Confirm”
Password with any other person and take utmost
when prompted.
care to keep your Password confidential. Login
6. Upon confirmation, the message “Vote cast to the e-voting website will be disabled upon
successfully” will be displayed. five unsuccessful attempts to key in the correct
Password. In such an event, you will need to go
7. You can also take the printout of the vote cast
through the “Forgot User Details/Password?”
by you by clicking on the print option on the
or “Physical User Reset Password?” option
confirmation page.
available on www.evoting.nsdl.com to reset the
8. Once you confirm your vote on the resolution, Password.
you will not be allowed to modify your vote.
3. In case of any queries or issues or grievances
Those Shareholders whose email addresses are not pertaining to e-voting, Members may refer to Help/
registered with the Company/Depositories, may send FAQ’s section available at www.evoting.nsdl.com
a request to [email protected] for procuring User ID or call on toll free no.:1800-1020-990/1800-224-430
and Password for e-Voting. or send a request at [email protected] or
contact Ms. Pallavi Mhatre, Manager, National
II. General Guidelines for shareholders Securities Depository Limited, Trade World,
1.
Institutional shareholders (i.e. other than ‘A’ Wing, 4th Floor, Kamala Mills Compound,
individuals, HUF, NRI etc.) are required to Senapati Bapat Marg, Lower Parel, Mumbai
send scanned copy (PDF/JPG Format) of the 400 013, at [email protected] or at telephone
relevant Board Resolution/authority letter etc. no.: +91-22-2499 4545. Alternatively, Members
with attested specimen signature of the duly may also write to the Company Secretary of the
authorised signatory(ies) who are authorised Bank at [email protected] or contact at
to vote, to the Scrutinizer by email to telephone no.: +91-22-2653 8900.
11
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
FORMING PART OF THE NOTICE
Item No. 1 on the Board of Directors is taken at the next general
The Board at its Meeting held on January 22, 2022 based meeting or within a time period of three months from
on the recommendation of the Board Governance, the date of appointment, whichever is earlier and that the
Remuneration & Nomination Committee (“the Committee”) appointment of an Independent Director shall be subject
approved the appointment of Ms. Vibha Paul Rishi as an to the approval of Members by way of a special resolution.
Additional Director with effect from January 23, 2022. The As the period of three months would conclude before the
Board, based on the recommendation of the Committee, AGM in 2022, the Board recommends the passing of the
also approved the appointment of Ms. Vibha Paul Rishi Special Resolution at Item No. 1 of the accompanying
Postal Ballot Notice, for the approval of the Members.
as an Independent Director of the Bank for a term of five
consecutive years commencing from January 23, 2022 to The terms and conditions relating to the appointment
January 22, 2027, subject to the approval of Members. of Ms. Rishi would be available for inspection in
electronic mode.
Ms. Vibha Paul Rishi was appointed based on her special
knowledge and practical experience in Consumer Insight
Item No. 2
& Marketing and Strategy, Accountancy, Agricultural
and rural economy, Economics, Finance, Information As per the provisions of Section 188 of the Companies
Technology, Human Resources Management, Risk Act, 2013 (“Act”), transactions with related parties which
Management, Business Management considering the are on an arm’s length basis and in the ordinary course of
requirements of the composition of the Board and the business, are exempted from the obligation of obtaining
areas of expertise prescribed for Directors under the prior approval of shareholders. However, such transactions,
if material, require prior approval of shareholders by way
Banking Regulation Act, 1949.
of an ordinary resolution, notwithstanding the fact that the
In the opinion of the Board and based on the declaration same are at an arm’s length basis and in the ordinary course
of independence submitted by Ms. Vibha Paul Rishi, of business, as per the requirements of the provisions of
Ms. Rishi is a person of integrity, has the necessary Regulation 23(4) of the Securities and Exchange Board of
knowledge, experience and expertise for being appointed India (Listing Obligations and Disclosure Requirements)
as an Independent Director and fulfils the conditions Regulations, 2015 (“SEBI Listing Regulations”).
specified in the Companies Act, 2013 (“Act”) and
As per the amendments to clause (zc) of Regulation 2(1)
the Securities and Exchange Board of India (Listing
read with the proviso to Regulation 23(1) of the SEBI Listing
Obligations and Disclosure Requirements) Regulations,
Regulations, which will be effective from April 1, 2022,
2015 (“SEBI Listing Regulations“) for appointment as an
transactions involving transfer of resources, services or
Independent Director of the Bank.
obligations between a listed entity or any of its subsidiaries
Ms. Rishi is not disqualified from being appointed as a on one hand and a related party of the listed entity or any
Director, in terms of Section 164 of the Act. of its subsidiaries on the other hand will be considered
as “related party transactions”, and as “material related
In terms of Section 160 of the Act, the Bank has received a party transactions”, if the transaction to be entered into
notice from a Member signifying the intention to propose individually or taken together with previous transactions
Ms. Rishi as a candidate for the office of Independent during a financial year, exceeds ` 10.00 billion or 10% of
Director of the Bank. the annual consolidated turnover of the listed entity as per
The required details in terms of Regulation 36(3) of the SEBI the last audited financial statements of the listed entity,
Listing Regulations and Secretarial Standard on General whichever is lower.
Meetings are provided in Annexure I to this Notice. ICICI Bank Limited (“Bank”), in the ordinary course of its
None of the Directors, Key Managerial Personnel of banking business, opens current accounts and receives
the Bank and their relatives other than Ms. Rishi and corresponding deposits from its customers and collects
her relatives are concerned or interested, financially or transaction banking fee and other applicable charges
from such customers as per the prevailing applicable
otherwise, in the passing of this resolution.
rates. Currently, no interest is paid to the customers on
In terms of the SEBI Listing Regulations, effective current account deposits and the Bank charges normal
January 1, 2022, the listed entity shall ensure that banking fees on various transactions as agreed with
approval of shareholders for appointment of a person the customers.
12
In view of the above, approval of the Members is sought for the following:
Particulars Details of transactions
Name of the related party and I. ICICI Prudential Life Insurance Company Limited (Subsidiary)
relationship II. ICICI Securities Limited (Subsidiary)
III. ICICI Prudential Asset Management Company Limited (Subsidiary)
IV. ICICI Lombard General Insurance Company Limited (Associate)
V. India Infradebt Limited (Associate)
Type of transaction Current account deposits
Value of the transaction (` in billions) Once a current account is opened, a bank cannot legally stop amounts coming
into the customer’s account and it is entirely up to the discretion of the customer
how much amount it seeks to place into the deposit. Hence, the value of the
transaction is not determinable.
Material terms Currently, no interest is paid by banks on current account balance maintained
by a customer. The Bank levies normal bank charges from the current account
customers for various services.
Nature of concern or interest of the The Party, being the depositor with the Bank, shall be the service recipient in
related party (financial/otherwise) such transaction.
Tenure of the transaction Tenure shall depend on the discretion of the customer.
% of value of transaction/ICICI Not applicable, as the amounts cannot be determined.

Bank's annual consolidated turnover
for immediately preceding financial
year (Based on consolidated
turnover of FY2021)
For a related party transaction Not applicable, as the amounts cannot be determined.
involving a subsidiary, percentage
calculated on the basis of the
subsidiary’s annual turnover on a
standalone basis (Based on turnover
of FY2021)
Justification as to why the related These transactions are done in furtherance of the banking business of the Bank
party transaction is in the interest of with its customers, which may include Related Parties of the Bank.
the listed entity
Valuation or other external party Not applicable for the said transactions.
report
The Bank may be required to enter into contracts and/ of the Bank as per the last audited financial statements of
or transactions and/or arrangements, as stated in the the Bank, whichever is lower, for each such Party. All these
resolution at Item No. 2 during FY2023, on an arm’s length transactions will be executed on an arm’s length basis and
basis and in the ordinary course of business, with Related in the ordinary course of business of the Bank and/or its
Parties mentioned herein. related parties.
The maximum balance at any day, during FY2023, None of the Directors, Key Managerial Personnel and their
between the Bank on one side and the Parties, as relatives, other than to the extent of their shareholding/
mentioned above, separately on the other side, may directorships, if any, in the Bank and in any of the
exceed the revised threshold of “material related party entities mentioned above, are concerned/interested in
transactions” under the SEBI Listing Regulations i.e. the above resolution.
` 10.00 billion or 10% of the annual consolidated turnover
13
Based on the information on the proposed transactions, if material, require prior approval of shareholders by way
the Audit Committee has approved entering into the said of an ordinary resolution, notwithstanding the fact that the
transactions and the Board of the Bank has reviewed and same are at an arm’s length basis and in the ordinary course
recommended that the approval of the Members be also of business, as per the requirements of the provisions of
sought for the resolution contained at Item No. 2 herein. Regulation 23(4) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
The Board, therefore, recommends the passing of the Regulations, 2015 (“SEBI Listing Regulations”).
Ordinary Resolution at Item No. 2 of the accompanying
Postal Ballot Notice, for the approval of the Members. As per the amendments to clause (zc) of Regulation 2(1)
Where the materiality thresholds for related party Regulations, which will be effective from April 1, 2022,
transactions, as provided under Regulation 23(1) of the transactions involving transfer of resources, services or
SEBI Listing Regulations, undergoes any modification obligations between a listed entity or any of its subsidiaries
or revision, as may be notified by appropriate authority, on one hand and a related party of the listed entity or any
pursuant to which the requirement for seeking prior of its subsidiaries on the other hand will be considered
approval of shareholders remains no longer applicable as “related party transactions”, and as “material related
with respect to the resolution or any part of the resolution, party transactions”, if the transaction to be entered into
the resolution or such part of the resolution, as the case individually or taken together with previous transactions
may be, shall be deemed infructuous and shall not be during a financial year, exceeds ` 10.00 billion or 10% of
considered by the Bank during FY2023. the annual consolidated turnover of the listed entity as per
The Members may please note that in terms of provisions the last audited financial statements of the listed entity,
of the SEBI Listing Regulations, no related party/ies shall whichever is lower.
vote to approve the Ordinary Resolution at Item No. 2 of ICICI Bank Limited (“Bank”) may subscribe to securities
the accompanying Postal Ballot Notice. issued by the Related Parties mentioned herein, or may
purchase securities, issued by related/unrelated parties,
Item No. 3 from the Related Parties mentioned herein. Primary market
As per the provisions of Section 188 of the Companies subscriptions of securities are at the prevailing market
Act, 2013 (“Act”), transactions with related parties which rates and are subscribed at the same terms at which are
are on an arm’s length basis and in the ordinary course of offered to all prospective investors. Secondary market
business, are exempted from the obligation of obtaining purchases of securities are also undertaken at prevailing
prior approval of shareholders. However, such transactions, market rates/fair values.
In view of the above, approval of Members is sought for the following:
relationship II. ICICI Lombard General Insurance Company Limited (Associate)
III. India Infradebt Limited (Associate)
Type of transaction (i) Subscription of securities issued by the Related Parties, and
(ii) Purchase of securities from Related Parties (issued by related or unrelated
parties)
Value of the transaction (` in billions) Aggregate value of transactions during FY2023 not exceeding ` 50.00 billion with
each Related Party
Material terms Primary market purchases of securities issued by Related Parties are subscribed at
the prevailing market rate and at same terms at which are offered to all prospective
investors. Secondary market purchases of securities, issued by related/unrelated
parties, from Related Parties are also undertaken at prevailing market rates/fair
values, on an arm’s length basis.
14
Nature of concern or interest of the The Related Party would be the investee, where the Bank would purchase the
related party (financial/otherwise) securities issued by such Related Party.
The Related Party would be the seller, where the Bank would purchase the
securities of related/unrelated parties from the Related Party.
Tenure of the transaction In case of subscription to securities issued by the Related Party, tenure shall
depend on the terms of issue of the securities.
Tenure is not applicable in case of purchase of securities issued by related/
unrelated parties from the Related Party.
% of value of transaction/ICICI 3.10% (each Related Party mentioned above).

Bank’s annual consolidated turnover
year (Based on Consolidated
turnover of FY2021)
For a related party transaction ICICI Prudential Life Insurance Company Limited: 13.65%
of FY2021)
Details of financial indebtedness The Bank will not incur any specific financial indebtedness in order to undertake
incurred for subscription of such transactions with the Parties as above.
securities
Applicable terms, including Covenants, tenure, repayment schedule, secured/unsecured and nature of
covenants, tenure, interest rate security, etc. will be as per the terms of the issuance of securities. Interest rate
and repayment schedule, whether on debt securities will be as per prevailing market rate at the time of issuance.
secured or unsecured; Primary market purchases of securities issued by Related Parties are subscribed
on the same terms as offered to all prospective investors.
if secured, the nature of security
All securities are purchased by the Bank in accordance with the Investment Policy
of the Bank and applicable RBI regulations.
Justification as to why the related The Bank actively engages in purchase of securities (issued by related/unrelated
party transaction is in the interest of parties), to manage its balance sheet, including for the maintenance of required
the listed entity regulatory ratio, and to optimise profits from trading portfolio by taking advantage
of market opportunities and is therefore, in the interest of the Bank.
Valuation or other external party Subscription of securities issued by the Related Parties, and purchase of securities
report (whether in securities of related or unrelated parties) from the Related Parties are
undertaken at prevailing market rates/fair values, on an arm’s length basis.
The Bank may be required to enter into transactions, as the SEBI Listing Regulations i.e. ` 10.00 billion or 10% of
stated in the resolution at Item No. 3 during FY2023, on an the annual consolidated turnover of the Bank as per the
arm’s length basis and in the ordinary course of business, last audited financial statements of the Bank, whichever
with Related Parties mentioned herein. is lower, for each such Party. All these transactions will
be executed at an arm’s length basis and in the ordinary
These transactions, during the FY2023, between the Bank
course of business of the Bank and/or its related parties.
on one side and the Related Parties as mentioned above,
separately on the other side, may exceed the revised None of the Directors, Key Managerial Personnel
threshold of “material related party transactions” under and their relatives, other than to the extent of their
15
shareholding/directorships, if any, in the Bank and in Item No. 4
any of the entities mentioned above, the respective As per the provisions of Section 188 of the Companies
related parties, are concerned/interested in the above Act, 2013 (“Act”), transactions with related parties which
resolution. are on an arm’s length basis and in the ordinary course of
Based on the information on the proposed transactions, business, are exempted from the obligation of obtaining
the Audit Committee of the Board has approved entering prior approval of shareholders. However, such transactions,
into the said transactions and the Board of the Bank has if material, require prior approval of shareholders by way
reviewed and recommended that the approval of the of an ordinary resolution, notwithstanding the fact that the
same are at an arm’s length basis and in the ordinary course
Members be also sought for the resolution contained at
of business, as per the requirements of the provisions of
Item No. 3 herein.
Regulation 23(4) of the Securities and Exchange Board of
The Board, therefore, recommends the passing of the India (Listing Obligations and Disclosure Requirements)
Ordinary Resolution at Item No. 3 of the accompanying Regulations, 2015 (“SEBI Listing Regulations”).
Postal Ballot Notice, for the approval of the Members.
Where the materiality thresholds for related party read with the proviso to Regulation 23(1) of the SEBI Listing
transactions, as provided under Regulation 23(1) of the Regulations, which will be effective from April 1, 2022,
SEBI Listing Regulations, undergoes any modification transactions involving transfer of resources, services or
or revision, as may be notified by appropriate obligations between a listed entity or any of its subsidiaries
authority, pursuant to which the requirement for seeking on one hand and a related party of the listed entity or any
prior approval of shareholders remains no longer of its subsidiaries on the other hand will be considered
applicable with respect to the resolution or any part as “related party transactions”, and as “material related
of the resolution, the resolution or such part of the party transactions”, if the transaction to be entered into
resolution, as the case may be, shall be deemed individually or taken together with previous transactions
infructuous and shall not be considered by the Bank during a financial year, exceeds ` 10.00 billion or 10% of
during FY2023. the annual consolidated turnover of the listed entity as per
the last audited financial statements of the listed entity,
The Members may please note that, in terms of provisions
whichever is lower.
of the SEBI Listing Regulations, no related party/ies shall
vote to approve the Ordinary Resolution at Item No. 3 of ICICI Bank Limited (“Bank”) may undertake sale of
the accompanying Postal Ballot Notice. securities in the secondary market to counterparties
(including related parties), at prevailing market rates/fair
values, as may be applicable.
relationship II. ICICI Lombard General Insurance Company Limited (Associate)
Type of transaction Sale of securities (issued by related or unrelated parties)
Value of the transaction (` in billions) Aggregate value of transactions during FY2023 not exceeding ` 50.00 billion with
each Related Party, as mentioned above.
Material terms Secondary market sale of securities are done at prevailing market rate/fair value
on an arm’s length basis.
Nature of concern or interest of the The Related Party would be the buyer of the securities sold by the Bank.
related party (financial/otherwise)
Tenure of the transaction Not applicable
16
% of value of transaction/ICICI 3.10% (for each Related Party mentioned above)

year (Based on Consolidated
turnover of FY2021)
of FY2021)
Justification as to why the related The Bank may dispose of securities, to manage its balance sheet, for the
party transaction is in the interest of maintenance of required regulatory ratio, and to optimise profits from trading
the listed entity portfolio by taking advantage of market opportunities, etc., and the sale can be
made to various potential/interested parties, which may include Related Parties
of the Bank too.
Valuation or other external party Sale of securities to Related Parties is done at prevailing market rates/fair values,
report on an arm’s length basis.
The Bank may be required to enter into transactions, as Where the materiality thresholds for related party
stated in the resolution at Item No. 4 during FY2023, on an transactions, as provided under Regulation 23(1) of the
arm’s length basis and in the ordinary course of business, SEBI Listing Regulations, undergoes any modification
with Related Parties mentioned in the herein. or revision, as may be notified by appropriate authority,
These transactions, during the FY2023, between the pursuant to which the requirement for seeking prior
Bank on one side and the Parties as mentioned above, approval of shareholders remains no longer applicable
separately on the other side, may exceed the revised with respect to the resolution or any part of the resolution,
threshold of “material related party transactions” under the resolution or such part of the resolution, as the case
the SEBI Listing Regulations i.e. ` 10.00 billion or 10% of may be, shall be deemed infructuous and shall not be
the annual consolidated turnover of the Bank as per the considered by the Bank during FY2023.
last audited financial statements of the Bank, whichever
The Members may please note that in terms of provisions
is lower, for each such Party. All these transactions
will be executed at an arm’s length basis and in the of the SEBI Listing Regulations, no related party/ies shall
ordinary course of business of the Bank and/or its vote to approve the Ordinary Resolution at Item No. 4 of
related parties. the accompanying Postal Ballot Notice.
None of the Directors, Key Managerial Personnel and their Item No. 5
relatives, other than to the extent of their shareholding/
As per the provisions of Section 188 of the Companies
directorships, if any, in the Bank and in any of the entities
Act, 2013 (“Act”), transactions with related parties which
mentioned above, the respective related parties, are
concerned/interested in the above resolution. are on an arm’s length basis and in the ordinary course of
business, are exempted from the obligation of obtaining
Based on the information on the proposed transactions, prior approval of shareholders. However, such transactions,
the Audit Committee has approved entering into the said if material, require prior approval of shareholders by way
transactions and the Board of the Bank has reviewed and of an ordinary resolution, notwithstanding the fact that the
recommended that the approval of the Members be also same are at an arm’s length basis and in the ordinary course
sought for the resolution contained at Item No. 4 herein.
The Board, therefore, recommends the passing of the Regulation 23(4) of the Securities and Exchange Board of
Ordinary Resolution at Item No. 4 of the accompanying India (Listing Obligations and Disclosure Requirements)
Postal Ballot Notice, for the approval of the Members. Regulations, 2015 (“SEBI Listing Regulations”).
17
As per the amendments to clause (zc) of Regulation 2(1) the last audited financial statements of the listed entity,
read with the proviso to Regulation 23(1) of the SEBI Listing whichever is lower.
transactions involving transfer of resources, services or ICICI Bank Limited (“Bank”), in the ordinary course of its
obligations between a listed entity or any of its subsidiaries banking business provides credit facilities such as term
on one hand and a related party of the listed entity or any loan, working capital demand loan, short term loan,
of its subsidiaries on the other hand will be considered overdraft, or any other form of fund-based facilities and/or
as “related party transactions”, and as “material related guarantees, letters of credit, or any other form of non-fund
party transactions”, if the transaction to be entered into based facilities. The pricing of these facilities to related
individually or taken together with previous transactions parties is compared with the pricing calculators of the
during a financial year, exceeds ` 10.00 billion or 10% of Bank/comparative rates offered to non-related parties.
the annual consolidated turnover of the listed entity as per
relationship II. ICICI Securities Limited (Subsidiary)
Type of transaction Funded and non-funded credit facilities are provided by the Bank as a part of its
normal banking business to all customers on the basis of uniform procedures,
including to the Parties mentioned above.
Value of the transaction (` in billions) I. ICICI Prudential Life Insurance Company Limited: Maximum limit of fund
based and non-fund based facilities not exceeding ` 25.00 billion
II. ICICI Securities Limited: Maximum limit of fund based and non-fund based
facilities not exceeding ` 60.00 billion
Material terms Type of facility and the term and tenure of the transaction, in each case, depends
on the requests made by the customers (including the Parties as above) in the
ordinary course. The facilities are considered for sanction, on such terms and
conditions (including rate of interest, security, tenure, etc.) as may be permitted
under applicable RBI norms and relevant policies of the Bank including Bank’s
credit policy.
The pricing of the transaction based on prevailing market rate and based on arm’s
length basis.
Nature of concern or interest of the Financial (The Related Party is a borrower herein)
% of value of transaction/ICICI I. ICICI Prudential Life Insurance Company Limited: 1.55%

Bank’s annual consolidated turnover II. ICICI Securities Limited: 3.72%
turnover of FY2021)
For a related party transaction I. ICICI Prudential Life Insurance Company Limited: 6.82%
involving a subsidiary, percentage II. ICICI Securities Limited: 232.07%
of FY2021)
Details of financial indebtedness The transaction forms part of the normal banking transaction of the Bank and the
incurred for credit facility Bank will not incurr any specific financial indebtedness in order to undertake such
transactions with the Parties as above.
18
Applicable terms of the credit facility
i. Covenants The standard terms are as per applicable regulatory and the Bank’s internal policy,
as agreed with the borrowers.
ii. Tenure Upto 5 years depending upon the type of credit facilities.
iii. Interest Rate (%) Prevailing ICICI Bank lending rates linked to internal/external benchmark
iv. Repayment schedule As per the term agreed with the borrowers
v. Secured/unsecured Both secured/unsecured
vi.
If secured, the nature of As per the term agreed with the borrowers
security
Purpose for which the funds will be The operational requirement of the borrowing entity as stated above. The
utilised by the ultimate beneficiary Bank ensures that the funds are used for the purpose specified at the time of
of funds (end-usage) availing credit.
Justification as to why the related The transactions are in furtherance of banking business of the Bank and are
party transaction is in the interest of undertaken in accordance with laid down norms, policies and procedures
the listed entity (including credit appraisal, sanction and approval process) and therefore, in the
interest of the Bank.
Valuation or other external party Not applicable for the said transactions.
report
The Bank may be required to enter into contracts and/ The Board, therefore, recommends the passing of the
or transactions and/or arrangements, as stated in the Ordinary Resolution at Item No. 5 of the accompanying
resolution at Item No. 5 during FY2023, at an arms’ length Postal Ballot Notice, for the approval of the Members.
basis and in the ordinary course of business, with Related
Where the materiality thresholds for related party
Parties mentioned herein.
transactions, as provided under Regulation 23(1) of the
These transactions, during the FY2023, between the SEBI Listing Regulations, undergoes any modification
Bank on one side and the Parties as mentioned above, or revision, as may be notified by appropriate authority,
separately on the other side, may exceed the revised pursuant to which the requirement for seeking prior
threshold of “material related party transactions” under approval of shareholders remains no longer applicable
the SEBI Listing Regulations i.e. ` 10.00 billion or 10% of with respect to the resolution or any part of the resolution,
the annual consolidated turnover of the Bank as per the the resolution or such part of the resolution, as the case
last audited financial statements of the Bank, whichever may be, shall be deemed infructuous and shall not be
is lower, for each such Party. All these transactions will considered by the Bank during FY2023.
course of business of the Bank and/or its related parties. The Members may please note that in terms of provisions
None of the Directors, Key Managerial Personnel and their vote to approve the Ordinary Resolution at Item No. 5 of
relatives, other than to the extent of their shareholding/ the accompanying Postal Ballot Notice.
mentioned above, the respective related parties, are Item No. 6
concerned/interested in the above resolution.
Based on the information on the proposed transactions, Act, 2013 (“Act”), transactions with related parties which
the Audit Committee has approved entering into the said are on an arm’s length basis and in the ordinary course of
transactions and the Board of the Bank has reviewed and business, are exempted from the obligation of obtaining
recommended that the approval of the Members be also prior approval of shareholders. However, such transactions,
sought for the resolution contained at Item No. 5 herein. if material, require prior approval of shareholders by way
19
of an ordinary resolution, notwithstanding the fact that the as “related party transactions”, and as “material related
same are at an arm’s length basis and in the ordinary course party transactions”, if the transaction to be entered into
of business, as per the requirements of the provisions of individually or taken together with previous transactions
Regulation 23(4) of the Securities and Exchange Board of during a financial year, exceeds ` 10.00 billion or 10% of
India (Listing Obligations and Disclosure Requirements) the annual consolidated turnover of the listed entity as per
Regulations, 2015 (“SEBI Listing Regulations”). the last audited financial statements of the listed entity,
whichever is lower.
read with the proviso to Regulation 23(1) of the SEBI Listing ICICI Bank Limited (“Bank”), undertakes repurchase
Regulations, which will be effective from April 1, 2022, transactions and other permitted short term borrowing
transactions involving transfer of resources, services or transactions with eligible counterparties (including related
obligations between a listed entity or any of its subsidiaries parties) at prevailing market rates, and as per applicable
on one hand and a related party of the listed entity or any RBI regulations.
of its subsidiaries on the other hand will be considered
Name of the Party and relationship I. ICICI Prudential Life Insurance Company Limited (Subsidiary)
II. ICICI Lombard General Insurance Company Limited (Associate)
Type of transaction Repurchase (repo) transactions and other permitted short-term borrowing
transactions as under applicable regulations.
Value of the transaction (` in billions) Aggregate value of transaction during FY2023 not exceeding ` 40.00 billion with
each Party mentioned above.
Material terms These are short term borrowing transactions undertaken at prevailing market
rates in the ordinary course of banking business, in accordance with applicable
RBI regulations/directions.
Nature of concern or interest of the Financial

Tenure of the transaction As may be allowed under applicable RBI regulations
% of value of transaction/ICICI 2.48% (each Related Party mentioned above).

turnover of FY2021)
subsidiary’s annual turnover on
a standalone basis (Based on the
turnover of FY2021)
Justification as to why the related These transactions are done at prevailing market rates in the ordinary course of
party transaction is in the interest of banking business with various counter parties (related/unrelated) in accordance
the listed entity with applicable RBI and other applicable regulations. The Bank undertakes these
transactions to meet funding and liquidity requirements and is therefore, in the
Valuation or other external party Not applicable for the said transactions
report
20
The Bank may be required to enter into contracts and/ The Members may please note that in terms of provisions
or transactions and/or arrangements, as stated in the of the SEBI Listing Regulations, no related party/ies shall
resolution at Item No. 6 during FY2023, on an arm’s vote to approve the Ordinary Resolution at Item No. 6 of
length basis and in the ordinary course of business, with the accompanying Postal Ballot Notice.
Related Parties mentioned herein.
Item No. 7
These transactions, during the FY2023, between the
Bank on one side and the Parties as mentioned above,
Act, 2013 (“Act”), transactions with related parties which
separately on the other side, may exceed the revised
are on an arm’s length basis and in the ordinary course of
threshold of “material related party transactions” under
business, are exempted from the obligation of obtaining
the SEBI Listing Regulations i.e. ` 10.00 billion or 10% of
prior approval of shareholders. However, such transactions,
the annual consolidated turnover of the Bank as per the
if material, require prior approval of shareholders by way
last audited financial statements of the Bank, whichever
of an ordinary resolution, notwithstanding the fact that the
is lower, for each such Party. All these transactions shall
same are at an arm’s length basis and in the ordinary course
course of business of the Bank and/or its related parties.
Regulation 23(4) of the Securities and Exchange Board of
None of the Directors, Key Managerial Personnel and their India (Listing Obligations and Disclosure Requirements)
relatives, other than to the extent of their shareholding/ Regulations, 2015 (“SEBI Listing Regulations”).
mentioned above, the respective related parties, are
concerned/interested in the above resolution .
Based on the information on the proposed transactions, transactions involving transfer of resources, services or
the Audit Committee has approved entering into the said obligations between a listed entity or any of its subsidiaries
transactions and the Board of the Bank has reviewed and on one hand and a related party of the listed entity or any
recommended that the approval of the Members be also of its subsidiaries on the other hand will be considered
sought for the resolution contained at Item No. 6 herein. as “related party transactions”, and as “material related
party transactions”, if the transaction to be entered into
The Board, therefore, recommends the passing of the individually or taken together with previous transactions
Ordinary Resolution at Item No. 6 of the accompanying during a financial year, exceeds ` 10.00 billion or 10% of
Postal Ballot Notice, for the approval of the Members. the annual consolidated turnover of the listed entity as per
whichever is lower.
SEBI Listing Regulations, undergoes any modification ICICI Bank Limited (“Bank”) undertakes reverse repurchase
or revision, as may be notified by appropriate authority, (reverse repo) transactions and other permitted short-
pursuant to which the requirement for seeking prior term lending transactions with eligible counterparties
approval of shareholders remains no longer applicable (including its related parties at prevailing market rates, and
with respect to the resolution or any part of the resolution, as per applicable RBI regulations.
the resolution or such part of the resolution, as the case
may be, shall be deemed infructuous and shall not be
considered by the Bank during FY2023.

Name of the Party and relationship ICICI Lombard General Insurance Company Limited (Associate)
Type of transaction Reverse repurchase and other permitted short-term lending transactions
Value of the transaction (` in billions) Aggregate value of transaction during FY2023 not exceeding ` 40.00 billion.
Material terms These are short term lending transactions undertaken at prevailing market rates
in the ordinary course of banking business in accordance with applicable RBI
regulations/directions.
21
Nature of concern or interest of the Financial
Tenure of the transaction As may be allowed under applicable RBI regulations.
% of value of transaction/ICICI 2.48%
turnover of FY2021)
For a related party transaction Not applicable
subsidiary’s annual turnover on
a standalone basis (Based on the
turnover of FY2021)
Justification as to why the related These transactions are done at prevailing market rates in the ordinary course of
party transaction is in the interest of banking business with various counter parties (related/unrelated) in accordance
the listed entity with applicable RBI regulations. The Bank undertakes these transactions to meet
funding and liquidity requirements.
Valuation or other external party Not applicable for the said transactions
report
resolution at Item No. 7 during FY2023, on an arm’s length Postal Ballot Notice, for the approval of the Members.
Party mentioned herein.
These transactions, during the FY2023, between the Bank SEBI Listing Regulations, undergoes any modification
on one side and the Party as mentioned above on the other or revision, as may be notified by appropriate authority,
side, may exceed the revised threshold of “material related pursuant to which the requirement for seeking prior
party transactions” under the SEBI Listing Regulations i.e. approval of shareholders remains no longer applicable
` 10.00 billion or 10% of the annual consolidated turnover with respect to the resolution or any part of the resolution,
of the Bank as per the last audited financial statements of the resolution or such part of the resolution, as the case
the Bank, whichever is lower for each such Party. All these may be, shall be deemed infructuous and shall not be
transactions will be executed at an arm’s length basis and considered by the Bank during FY2023.
in the ordinary course of business of the Bank and/or its
related party. The Members may please note that in terms of provisions
None of the Directors, Key Managerial Personnel and their vote to approve the Ordinary Resolution at Item No. 7 of
relatives, other than to the extent of their shareholding/ the accompanying Postal Ballot Notice.
directorships, if any, in the Bank and in the related
party mentioned above, are concerned/interested in the Item No. 8
above resolution.
Based on the information on the proposed transactions, Act, 2013 (“Act”), transactions with related parties which
the Audit Committee has approved entering into the said are on an arm’s length basis and in the ordinary course of
transactions and the Board of the Bank has reviewed and business, are exempted from the obligation of obtaining
recommended that the approval of the Members be also prior approval of shareholders. However, such transactions,
sought for the resolution contained at Item No. 7 herein. if material, require prior approval of shareholders by way
22
of an ordinary resolution, notwithstanding the fact that the of its subsidiaries on the other hand will be considered
same are at an arm’s length basis and in the ordinary course as “related party transactions”, and as “material related
of business, as per the requirements of the provisions of party transactions”, if the transaction to be entered into
Regulation 23(4) of the Securities and Exchange Board of individually or taken together with previous transactions
India (Listing Obligations and Disclosure Requirements) during a financial year, exceeds ` 10.00 billion or 10% of
Regulations, 2015 (“SEBI Listing Regulations”). the annual consolidated turnover of the listed entity as per
As per the amendments to clause (zc) of Regulation 2(1) whichever is lower.
Regulations, which will be effective from April 1, 2022, ICICI Bank Limited (“Bank”) avails manpower services as
transactions involving transfer of resources, services or per the terms agreed with the service provider on an arms’
obligations between a listed entity or any of its subsidiaries length basis, to meet the business requirements.
on one hand and a related party of the listed entity or any
Name of the Party and relationship I-Process Services (India) Private Limited (Associate)
Type Availing manpower services for certain activities of the Bank from I-Process
Services (India) Private Limited
Value of the transaction (` in billions) ` 12.00 billion for FY2023
Material terms I-Process Services (India) Private Limited provides manpower for non-critical
and routine functions of the Bank in accordance with the terms and conditions
mutually agreed upon.
Payment for manpower services provided includes salary and commission
thereon and reimbursement of the overhead expenses at actuals
Nature of concern or interest of the The Related Party is a service provider herein.
Tenure The agreement is for the period April, 2021 to March, 2024
% of value of transaction/ICICI 0.74%

Bank's annual consolidated turnover
turnover of FY2021)
For a related party transaction Not applicable

of FY2021)
Justification as to why the related I-Process Services (India) Private Limited provides manpower services for certain
party transaction is in the interest of routine and non-critical operations of the Bank. The outsourcing of routine and
the listed entity non-critical activities helps the Bank to improve efficiency and is therefore, in the
Valuation or other external party There is no valuation report relied upon by the Bank for aforesaid transaction.
report
23
resolution at Item No. 8 during FY2023, on an arm’s length Postal Ballot Notice, for the approval of the Members.
Party mentioned herein.
These transactions, during the FY2023, between the Bank SEBI Listing Regulations, undergoes any modification
on one side and the Party as mentioned above on the other or revision, as may be notified by appropriate authority,
side, may exceed the revised threshold of “material related pursuant to which the requirement for seeking prior
party transactions” under the SEBI Listing Regulations i.e. approval of shareholders remains no longer applicable
` 10.00 billion or 10% of the annual consolidated turnover with respect to the resolution or any part of the resolution,
of the Bank as per the last audited financial statements of the resolution or such part of the resolution, as the case
the Bank, whichever is lower. All these transactions will may be, shall be deemed infructuous and shall not be
be executed at an arm’s length basis and in the ordinary considered by the Bank during FY2023.
course of business of the Bank and/or its related party.
The Members may please note that in terms of provisions
None of the Directors, Key Managerial Personnel and their of the SEBI Listing Regulations, no related party/ies shall
relatives, other than to the extent of their shareholding/ vote to approve the Ordinary Resolution at Item No. 8 of
directorships, if any, in the Bank and in the related party the accompanying Postal Ballot Notice.
mentioned above, are concerned/interested in the above
resolution.
By Order of the Board
Based on the information on the proposed transactions, For ICICI Bank Limited
the Audit Committee has approved entering into the said
transactions and the Board of the Bank has reviewed and Ranganath Athreya
recommended that the approval of the Members be also Place: Mumbai Company Secretary
sought for the resolution contained at Item No. 8 herein. Date: February 18, 2022 ACS: 7356
24
ANNEXURE I TO ITEM NO. 1 OF THE NOTICE
[Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company
Secretaries of India]
Ms. Vibha Paul Rishi

Name of the Director Ms. Vibha Paul Rishi (DIN: 05180796)
Age 61 years and 8 months
Date of first appointment on Board The Board at its Meeting held on January 22, 2022 approved the
appointment of Ms. Vibha Paul Rishi as an Additional Director with effect
from January 23, 2022. The Board also approved the appointment of
Ms. Vibha Paul Rishi as an Independent Director of the Bank for a term of
five consecutive years commencing from January 23, 2022 to January 22,
2027, subject to the approval of Members.
Brief resume including including qualification Ms. Vibha Paul Rishi holds a Masters degree in Business Administration
and experience with a specialisation in Marketing from the Faculty of Management
Studies, University of Delhi. She also holds an Honours in Economics
from Lady Sri Ram College, Delhi University. She started her career with
Tata Administrative Service and was part of the core start-up team of
Titan Watches. She was thereafter associated with PepsiCo for 17 years
in leadership roles in the areas of marketing and innovation in India, US
and UK. She was also one of the founding team members of PepsiCo
when they started operations in India. She later moved to PepsiCo’s
headquarters in the US to be a part of its international marketing team,
which was followed by an innovation leadership role in London. Her last
role in an executive capacity was as Executive Director, Brand and Human
Capital of Max India prior to which she was the Director, marketing and
customer strategy at the Future Group.
Ms. Rishi is an accomplished marketing specialist with international
experience in spearheading global marketing campaigns for high-visibility
consumer products. She has worked at senior positions in branding,
strategy, innovation and human capital around the world. Her core
competency includes product rebranding, new product development and
launch, alignment of global marketing teams of start-ups, entering new
international markets, best practices and organisational structure.
Ms. Rishi serves on the Boards of several reputed companies and
their Board level Committees including the Audit Committee, the Risk
Management Committee, the Nomination and Remuneration Committee,
Stakeholders’ Relationship Committee and Corporate Social Responsibility
Committee. She is also associated with Pratham (Indian NGO), an NGO
that works to provide education to underprivileged children in India.
Expertise in specific functional areas Consumer Insight & Marketing and Strategy, Accountancy, Agricultural
and rural economy, Economics, Finance, Information Technology, Human
Resources Management, Risk Management, Business Management.
Other Directorships (as on February 18, 1. ICICI Prudential Life Insurance Company Limited
2022) 2. Asian Paints Limited
3. Tata Chemicals Limited
4. Escorts Limited
5. Pratham Education Foundation
6. Tata Chemicals North America Inc., USA
7. TCE Group Limited, UK
8. Valley Holdings Inc., USA
9. Gusiute Holdings (UK) Limited, UK
25
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director • Customer Service Committee - Chairperson
is held (as on February 18, 2022) • Corporate Social Responsibility Committee
• Review Committee for identification of wilful defaulters/non
co-operative borrowers
ICICI Prudential Life Insurance Company Limited
• Board Customer Service and Policyholders’ Protection Committee -
Chairperson
• Board Audit Committee
• Board Nomination and Remuneration Committee
Asian Paints Limited
• Risk Management Committee
• Corporate Social Responsibility Committee
Tata Chemicals Limited
• Stakeholders’ Relationship Committee - Chairperson
• Audit Committee
• Nomination and Remuneration Committee
Escorts Limited
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
• Corporate Social Responsibility Committee
Listed entities from which the Director has None
resigned in the past three years
Relationship with other Directors, Managers None
and Key Managerial Personnel of the
Company
No. of equity shares held in the Company (as on 330 equity shares (as joint holder)
February 18, 2022)
No. of board meetings attended during the 1 out of 1 board meeting held since her appointment
financial year (FY2022)
Terms and conditions of appointment Appointed as an Independent Director for a term of five consecutive years
including remuneration commencing from January 23, 2022 to January 22, 2027, subject to the
approval of Members.
As an Independent Director, she is entitled to a sitting fee of ` 100,000 for
each meeting of the Board and ` 50,000 for each meeting of the Customer
Service Committee and Corporate Social Responsibility Committee
attended by her. She is also entitled to a fixed remuneration of ` 2,000,000
per annum.
The Review Committee for identification of wilful defaulters/non
co-operative borrowers, constituted by the Bank, comprises of MD & CEO
as Chairman and any two Independent Directors as members, with the
Independent Director attending the Meeting being entitled to a sitting fee
of ` 50,000 for each Meeting.
By Order of the Board

For ICICI Bank Limited
Ranganath Athreya
Place: Mumbai Company Secretary
Date: February 18, 2022 ACS: 7356
26

Notice To American Depositary Shares ("Ads") Holders: ICICI Bank Limited

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ICICI Bank Limited

NOTICE TO AMERICAN DEPOSITARY

Notice to ADS Holders

POSTAL BALLOT NOTICE

Item No. 5: RESOLVED FURTHER THAT the Members of the Bank

Type of Shareholders Login Method

Login type Helpdesk details

Particulars Details of transactions

Type of transaction Current account deposits

% of value of transaction/ICICI Not applicable, as the amounts cannot be determined.

In view of the above, approval of Members is sought for the following:

Particulars Details of transactions

% of value of transaction/ICICI 3.10% (each Related Party mentioned above).

Particulars Details of transactions

Type of transaction Sale of securities (issued by related or unrelated parties)

Tenure of the transaction Not applicable

% of value of transaction/ICICI 3.10% (for each Related Party mentioned above)

Particulars Details of transactions

% of value of transaction/ICICI I. ICICI Prudential Life Insurance Company Limited: 1.55%

Applicable terms of the credit facility

v. Secured/unsecured Both secured/unsecured

Particulars Details of transactions

Nature of concern or interest of the Financial

Tenure of the transaction As may be allowed under applicable RBI regulations

% of value of transaction/ICICI 2.48% (each Related Party mentioned above).

Particulars Details of transactions

Particulars Details of transactions

Value of the transaction (` in billions) ` 12.00 billion for FY2023

% of value of transaction/ICICI 0.74%

For a related party transaction Not applicable

Ms. Vibha Paul Rishi

By Order of the Board

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