ICICI BANK LTD

ICICI Bank Limited is a listed company in India. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Code”) will apply to the Bank and to any person acquiring shares or voting rights in the Bank. The Takeover Code has two primary features - the process and the disclosure requirements for the parties.

*(1) Process:*For the acquisition of 25% or more of the voting rights of a public-listed Indian company (the “Target Company”), the acquirer (a person who directly or indirectly, acquires or agrees to acquire whether by himself, or through, or with persons

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acting in concert with him, shares or voting rights in, or control over a Target Company) (the “Acquirer”) is required to make a public announcement of an open offer for acquiring shares of such Target Company in accordance with these regulations.

Further, no Acquirer, who together with persons acting in concert with him, has acquired and holds in accordance with these regulations shares or voting rights in the Target Company entitling them to exercise 25% or more of the voting rights in the Target Company but less than the maximum permissible non-public shareholding shall acquire within any financial year additional shares or voting rights in such Target Company entitling them to exercise more than 5% of the voting rights, unless the Acquirer makes a public announcement of an open offer for acquiring shares of such Target Company in accordance with these regulations. However, an exemption from the aforesaid requirement has been provided for acquisition beyond 5% but up to 10% of voting rights in the Target Company for the financial year 2020-21 only in respect of the acquisition by a promoter pursuant to preferential issue of equity shares by the Target Company.

(2) Disclosure: Certain disclosures are required to be made to the Stock Exchanges (where the Target Company is listed) and to the Target Company (at its Registered Office) by the Acquirer. Upon receipt of disclosures, the Stock Exchange(s) must forthwith disseminate the information. Various disclosures are required to be made under Takeover Code for acquisition of shares or voting rights among others, by the Target Company, the promoter of the Target Company and the Acquirer and persons acting in concert with the Acquirer.

In the event the shares accepted in the open offer were such that the shareholding of the Acquirer taken together with persons acting in concert with him pursuant to completion of the open offer results in their shareholding exceeding the maximum permissible non-public shareholding, the Acquirer shall be required to bring down the non-public shareholding to the level specified and within the time permitted under Securities Contract (Regulation) Rules, 1957 or may get such shares delisted or may make a voluntary offer for delisting only upon expiration of 12 months from date of completion of offer period and in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

The SEBI notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) effective December 1, 2015.

The Bank is listed on the ‘National Stock Exchange of India Limited’ and the ‘BSE Ltd’, and has entered into listing agreements with these exchanges pursuant to the commencement of the Listing Regulations. The Listing Regulations provide for disclosure of shareholding pattern and certain material events or information respectively to the stock exchanges.

Our ADSs, each representing two equity shares, were originally issued in March 2000 in a public offering and are listed and traded on the New York Stock Exchange under the symbol IBN. The equity shares underlying the ADSs are listed on the ‘National Stock Exchange of India Limited’ and the ‘BSE Ltd’. There is a difference between India and the United States in the level of regulation and monitoring of the securities markets and the activities of investors, brokers, and other market participants. The Securities and Exchange

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Board of India is responsible for improving disclosure and regulating insider trading and other matters for the Indian securities markets. There may, however, be different publicly available information about Indian companies that is regularly made available by public companies in the United States. The regulations applicable to us as a result of the listing of our ADS on the NYSE are subject to possible change and policy risks. For example, the SEC has recently issued a concept paper seeking comments on possible changes in rules relating to foreign private issuers, such as us. The continued listing of our securities in US markets is thus subject to various considerations such as applicable regulations, costs and business and financing strategies. The Bank, the Depository and the holders of ADSs have entered into a Deposit Agreement and are bound by its terms. The Bank must also report the ‘Total Foreign Shareholding’ which is the sum of all foreign entities (whether exercising control or not), and includes ADSs.