ICICI Bank : Notice to ADS holders for Postal Ballot Notice dated April 5, 2024 sent to Equity Shareholders, please click here

Notice to ADS Holders

The attached is being provided by ICICI Bank Limited (the "Bank") FOR INFORMATIONAL PURPOSES ONLY and is not to be construed, and does not purport to be, an offer to sell or solicitation of an offer to buy any securities.

Deutsche Bank Trust Company Americas, the Depositary (the "Depositary"), has not reviewed the enclosed, and expressly disclaims any responsibility for, and does not make any recommendation with respect to, the Bank or the matters and/or transactions described or referred to in the enclosed documentation. Furthermore, neither the Depositary nor any of its officers, employees, directors, agents or affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information provided at the Bank's request or otherwise made available by the Bank and none of them are liable or responsible for any information contained therein.

Registered Holders have no voting rights with respect to the Shares or other Deposited Securities represented by their American Depositary Shares. The instructions of Registered Holders shall not be obtained with respect to the voting rights attached to the Shares or other Deposited Securities represented by their respective

ADSs. In accordance with the Governmental Approval, the Depositary is required, at the direction of the Board of Directors of the Bank (the "Board"), to vote as directed by the Board.

The matters referred to in the attached are being made with respect to the securities of an Indian company. The proposed action is subject to the disclosure requirements of India, which are different from those of the United States.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in India, and some or all of its officers and directors may be residents of India. You may not be able to sue an Indian company or its officers or directors in an Indian court for violations of the U.S. securities laws. It may be difficult to compel an Indian company and its affiliates to subject themselves to a U.S. court's judgment.

Capitalized terms used in this notice but not defined herein shall have the meanings ascribed to them in the Deposit Agreement, dated as of March 31, 2000 (as amended) between the Bank, the Depositary and all Registered Holders and Beneficial Owners from time to time of Receipts issued thereunder.

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof for the time being in force ("the Act"), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended ("Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), read with General Circular No. 14/2020 dated April 8, 2020; General Circular No. 17/2020 dated April 13, 2020 and other relevant circulars, including General Circular No. 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars"), Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India and any other applicable laws, rules and regulations (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the Resolutions set out in this Notice are proposed to be passed by the Members of ICICI Bank Limited ("Bank"/"Company") by way of Postal Ballot through electronic voting ("remote e-voting") process only.

The proposed Resolutions and Explanatory Statement setting out material facts as required in terms of Section 102 of the Act read with the Rules and MCA Circulars are appended below seeking consent of the Members of the Bank through remote e-voting.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with Rules and MCA Circulars, the Bank is sending this Postal Ballot Notice in electronic form only and has extended only remote e-voting facility for its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot form. Accordingly, the hard copy of this Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. The Bank has appointed National Securities Depository Limited ("NSDL") for facilitating remote e-voting to enable the

Members to cast their votes electronically. The instructions for remote e-voting are appended to this Postal Ballot Notice under the head 'Instructions for remote e-voting' at Note 9, which the Members are requested to carefully read. In accordance with the MCA Circulars, the Bank has made necessary arrangements to enable the members to register their email address. Those members who have not yet registered their email address, are requested to register the same by following the procedure set out in Note 9 in this Postal Ballot Notice.

The Board of Directors of the Bank has appointed Ms. Vinita Nair (FCS No. F10559, C.P. No. 11902) of Vinod Kothari & Company, Practicing Company Secretaries or failing her Ms. Nitu Poddar (ACS No. 37398, C.P. No. 15113) of Vinod Kothari & Company, Practicing Company Secretaries as the Scrutinizer to scrutinize the Postal Ballot remote e-voting process in a fair and transparent manner. Members holding equity shares of the Bank on the Cut-off Date mentioned in this Postal Ballot Notice are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5:00 p.m. IST on Tuesday, May 14, 2024, failing which it will be strictly considered that no reply has been received from the Member.

After completion of scrutiny of the votes, the Scrutinizer will submit her report to the Chairman of the Bank or a person authorized by him in writing, who shall countersign the same. The Chairman or a person authorised by him shall declare the results of Postal Ballot remote e-voting. The results of Postal Ballot shall be declared on or before Thursday, May 16, 2024, at any time before 5:00 p.m. IST and alongwith the Scrutinizer's Report shall be displayed at the Registered Office as well as the Corporate Office of the Bank, and uploaded on the Bank's website at https://www.icicibank.com/about-us/voting-resultas well as on the website of NSDL at www.evoting.nsdl.com. The Results shall also be simultaneously forwarded to the Stock Exchanges within the timelines specified in the SEBI Listing Regulations.

The proposed Resolutions, if approved, shall be deemed to have been passed on the last date of remote e-voting, i.e. Tuesday, May 14, 2024.

SPECIAL BUSINESS Item No. 1:

Appointment of Mr. Pradeep Kumar Sinha (DIN: 00145126) as an Independent Director with effect from February 17, 2024

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, Schedule IV and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, other applicable rules, if any, and applicable provisions of the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Pradeep Kumar Sinha (DIN: 00145126), who was appointed as an Additional Independent Director of ICICI Bank Limited ("Bank"), with effect from February 17, 2024 and in respect of whom the Bank has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Bank, not liable to retire by rotation, for a term of five consecutive years with effect from February 17, 2024.

Item No. 2:

Compensation payable to Mr. Pradeep Kumar Sinha (DIN: 00145126) as Non-ExecutivePart-time Chairman with effect from July 1, 2024 or the date of approval from Reserve Bank of India, whichever is later

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), and subject to the approval of Reserve Bank of India ("RBI"), Mr. Pradeep Kumar Sinha (DIN: 00145126) be paid the following compensation in the form of fixed remuneration as Non-ExecutivePart-time Chairman of ICICI Bank Limited ("Bank"), with effect from July 1, 2024 or the date of approval from RBI, whichever is later, for a period until February 16, 2029:

1. an annual remuneration, on a pro rata basis, of ` 5,000,000/- or such other amount as may be approved by RBI with option to make payment on a monthly/quarterly/annual basis.

1. payment of sitting fees, maintenance of a Chairman's office at the Bank's expense, bearing of expenses by the Bank for travel on official visits and participation in various forums (both in India and abroad) as Chairman of the Bank and bearing of travel/halting/ other expenses & allowances by the Bank for attending to his duties as Chairman of the Bank.

RESOLVED FURTHER THAT the Board (also deemed to include any Committee of the Board and such officials as may be authorised by such Committee) be and is hereby authorised to do all such acts, deeds, matters and things including the power to settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.

Item No. 3:

Revision in compensation in the form of fixed remuneration payable to the Non-Executive Directors (other than part-time Chairman and the Director nominated by the Government of India)

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT in supersession of the Resolution passed at the Twenty-Seventh Annual General Meeting held on August 20, 2021 and pursuant to the relevant provisions of Sections 197 and 198 and other applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Banking Regulation Act, 1949 and the circulars and guidelines issued by the Reserve Bank of India ("RBI"), in this regard, from time to time, including RBI circular dated February 9, 2024 on 'Review of Fixed Remuneration granted to Non-Executive Directors ("NEDs")' and other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force) and subject to other regulatory approvals as may be required, consent of the Members, be and is hereby accorded for the revision in compensation in the form of fixed remuneration from ` 2,000,000/- per annum to ` 3,000,000/- per annum to each Non-Executive Director (other than Part-Time Chairman and the Director nominated by the Government of India), effective from February 10, 2024.

RESOLVED FURTHER THAT in addition to the fixed remuneration, the Non-Executive Directors shall also be entitled to payment of sitting fees and reimbursement of expenses for attending the meetings of the Board of Directors and/or other meetings.

RESOLVED FURTHER THAT the Board of Directors of ICICI Bank Limited be and is hereby authorised to do all such acts, deeds, matters and things including deciding on the manner of payment of remuneration, apportionment, if any and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution

Item No. 4:

Revision in fixed remuneration of Mr. Girish Chandra Chaturvedi (DIN: 00110996), Non-Executive (Part- time) Chairman

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT in partial modification of the Resolution passed by the Members at the Twenty-Sixth Annual General Meeting held on August 14, 2020 and pursuant to the applicable provisions of the Companies Act, 2013, read with the relevant rules made thereunder, the Banking Regulation Act, 1949 and the circulars and guidelines issued by the Reserve Bank of India ("RBI") in this regard, from time to time, and other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the consent of the Members, be and is hereby accorded for the revision in fixed remuneration of Mr. Girish Chandra Chaturvedi (DIN: 00110996), Non-Executive(Part-time) Chairman from ` 3,500,000/- per annum to ` 5,000,000/- per annum, on pro rata basis with effect from April 1, 2024 till June 30, 2024.

RESOLVED FURTHER THAT in addition to the fixed remuneration, Mr. Girish Chandra Chaturvedi shall be entitled to the payment of sitting fees, maintenance of a Chairman's office at the Bank's expense, bearing of expenses by the Bank for travel on official visits and participation in various forums (both in India and abroad) as Chairman of the Bank and bearing of travel/halting/ other expenses & allowances by the Bank for attending to his duties as Chairman of the Bank.

Item No. 5:

Appointment of Mr. Ajay Kumar Gupta (DIN: 07580795) as a Director and Whole-time Director (designated as Executive Director) with effect from March 15, 2024 and payment of remuneration to him

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to Sections 160, 196, 197, Schedule V and all the other applicable provisions of the Companies Act, 2013 ("the Act") read with the

Companies (Appointment and Qualification of Directors) Rules, 2014, other applicable rules, if any, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Banking Regulation Act, 1949 read with such directions, guidelines and circulars issued by the Reserve Bank of India ("RBI") in this regard (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the appointment of Mr. Ajay Kumar Gupta (DIN: 07580795) as a Director and whole- time Director (designated as Executive Director) of the Bank with effect from March 15, 2024 to November 26, 2026, be and is hereby approved on the following terms and conditions including remuneration, as enumerated below and which shall be subject to annual revisions from time to time:

Salary:

• 2,472,480/- per month Perquisites:

Perquisites (evaluated as per Income-tax Rules, wherever applicable, and at actual cost to the Bank in other cases) such as the benefit of the Bank's furnished accommodation, gas, electricity, furnishings, club fees, personal insurance, use of car, running and maintenance of cars including drivers, telephone at residence or reimbursement of expenses in lieu thereof, payment of income-tax on perquisites by the Bank to the extent permissible under the Income-tax Act, 1961 and Rules framed thereunder, medical reimbursement, leave and leave travel concession, education benefits, provident fund, superannuation fund, gratuity and other such retirement benefits, in accordance with the scheme(s) and rule(s) applicable from time to time to retired wholetime Directors of the Bank or the members of the staff. In line with the staff loan policy applicable to specified grades of employees who fulfil prescribed eligibility criteria to avail loans for purchase of residential property, the whole-time Directors are also eligible for housing loans.

Supplementary Allowance:

• 1,756,384/- per month Bonus:

An amount as may be determined by the Board or any Committee thereof, based on achievement of such performance parameters as may be laid down by the Board or any Committee thereof, and subject to the approval of RBI and other approvals as may be necessary.

Stock Options:

Stock options under the ICICI Bank Employees Stock Option Scheme-2000 as may be granted by the Board

Governance, Remuneration & Nomination Committee from time to time subject to the approval of RBI and other approvals as may be necessary.

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorised to decide the remuneration payable to Mr. Gupta and his designation during his tenure as Executive Director of the Bank, subject to the approval of Members and RBI, where applicable, from time to time.

RESOLVED FURTHER THAT in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Gupta shall be governed by Section II of Part II of Schedule V of the Act and rules made thereunder, as amended from time to time.

RESOLVED FURTHER THAT the Board (also deemed to include any Committee of the Board) be and is hereby authorised to do all such acts, deeds, matters and things including the power to settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.

NOTES:

1. The relevant Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, setting out material facts in respect of Item Nos. 1 to 5 as set out in this Postal Ballot Notice is annexed hereto.
2. This Postal Ballot Notice is being published/displayed for all the Members, whose name appear in the Register of Members/Register of Beneficial Owners as received from the Depositories i.e. National Securities Depository Limited ("NSDL")/Central Depository Services (India) Limited ("CDSL") as on Monday, April 8, 2024 and is being sent only to the Members who already have their email address registered with KFin Technologies Limited, Registrar & Share Transfer Agent of the Bank for equity shares (KFin)/Bank/ Depositories, in accordance with the provisions of the Act read with the Rules made thereunder and MCA Circulars. A person who is not a Member as on Monday,

April 8, 2024, should treat this Postal Ballot Notice for information purpose only. A copy of this Postal Ballot Notice is also available on the website of the Bank at https://www.icicibank.com/about-us/notice, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and on the website of NSDL at www.evoting.nsdl.com.

1. The Members of the Bank whose name appear in the Register of Members or in the Register of Beneficial Owners as received from the Depositories i.e. NSDL/ CDSL as on Monday, April 8, 2024, (including those Members who may not have received this Postal Ballot Notice due to non-registration of their email address with KFin/Bank/Depositories) only shall be entitled to vote in relation to the Resolutions specified in the Postal Ballot Notice.
2. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act, as amended, read with the Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), MCA Circulars and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Bank is pleased to offer remote e-voting facility to all the Members of the Bank as on the Cut-off Date to cast their vote and transact the matters listed in the Postal Ballot Notice by electronic means only. The Bank has appointed NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically.
3. Members holding shares in dematerialised form are requested to register/update their KYC details including email address with their respective Depository Participants. Members holding shares in physical form are requested to register/update their KYC details including email address by submitting duly filled and signed Form ISR-1 along with such other documents as prescribed in the Form to KFin. Form ISR-1 is available on the website of the Bank at https://www.icicibank.com/about-us/invest-relationsand on the website of KFin at https://ris.kfintech.com/ clientservices/isc/isrforms.aspx.
4. The remote e-voting period commences on Monday, April 15, 2024 at 9:00 a.m. IST and ends on Tuesday, May 14, 2024 at 5:00 p.m. IST. The remote e-voting shall not be allowed beyond the said date and time. During this period, the Members of the Bank holding shares in physical form or in dematerialised form, as on the Cut-off date, being Monday, April 8, 2024, may cast their votes by remote e-voting

in the manner and process set out herein below. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

7. The voting rights of the Members shall be in proportion to their shares in the total paid-up equity share capital of the Bank as on the Cut-off date i.e. Monday, April 8, 2024, subject to the provisions of the

9. The 'instructions for remote e-voting' are as under:

Banking Regulation Act, 1949, as amended and other applicable regulations/guidelines.

8. All the documents referred to in the accompanying Notice and Explanatory Statements, shall be available for inspection by the Members through electronic mode during the remote e-voting period of this Postal Ballot. Members who wish to inspect the said documents are requested to send an email to iciciagm@icicibank.commentioning their name, demat account number/folio number.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

1. Login Method for Shareholders other than Individual Shareholders holding securities in demat mode and Shareholders holding securities in physical mode.
   How to Log-in to NSDL e-Voting website?
2. 1. Open web browser and type the following URL:https://www.evoting.nsdl.comeither on a Personal Computer or on a mobile.
   2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
   3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
      Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at

https://eservices.nsdl.comwith your existing IDeAS login. Once you log-into NSDL eservices after using your log-incredentials, click on e-Votingand you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

5. Your Password details are given below:

1. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
2. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

1. 1. How to retrieve your 'initial password'?
   2. 1. If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8 digit Client ID for NSDL account or last 8 digit of Client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
      2. If your email address is not registered, please follow steps mentioned below in this Notice.
2. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
3. 1. Click on "Forgot User Details/ Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
   2. Click on "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
   3. If you are still unable to get the password by aforesaid t wo options, you can send a request at evoting@nsdl.commentioning your demat account number/folio number, your PAN, your name and your registered address etc.
   4. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
4. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
5. Now, you will have to click on "Login" button.
6. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
2. Select "EVEN" of ICICI Bank Limited.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5. Upon confirmation, the message "Vote cast successfully" will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote

Those shareholders whose email addresses are not registered with the Company /Depositories may send a request to evoting@nsdl.comor to the Company Secretary at iciciagm@icicibank.comfor procuring User ID and Password for e-voting.

GENERAL GUIDELINES FOR SHAREHOLDERS

1. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/ Authority letter etc. with attested specimen

signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer at vinita@vinodkothari.comand nitu@vinodkothari.comwith a copy marked to evoting@nsdl.com. Institutional shareholders can also upload their Board Resolution/ Authority Letter/Power of Attorney etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab in their login.

1. It is strongly recommended not to share your Password with any other person and take utmost care to keep your Password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct Password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.comto reset the Password.
2. In case of any queries or issues or grievances pertaining to remote e-voting, Members may refer to Help/FAQ's section at www.evoting.nsdl.comor call on 022-4886 7000 or send a request at evoting@nsdl.comor contact Mr. Anubhav Saxena, Deputy Manager, NSDL, 4th Floor,'A'Wing,TradeWorld,KamalaMillsCompound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 at AnubhavS@nsdl.com. Alternatively, Members may also write to the Company Secretary of the Bank at iciciagm@icicibank.comor call on 022-4008 8900.

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE POSTAL BALLOT NOTICE

Item Nos. 1 and 2

Appointment of Mr. Pradeep Kumar Sinha (DIN: 00145126) as an Independent Director with effect from February 17, 2024 and Compensation payable to Mr. Pradeep Kumar Sinha (DIN: 00145126) as Non-ExecutivePart-time Chairman with effect from July 1, 2024 or the date of approval from Reserve Bank of India, whichever is later

The Board of Directors of ICICI Bank Limited ("Bank") at its Meeting held on February 15-17, 2024, based on the recommendation of the Board Governance, Remuneration

• Nomination Committee ("BGRNC"), approved the appointment of Mr. Pradeep Kumar Sinha (DIN: 00145126) as an Additional Independent Director of the Bank, not liable to retire by rotation, for a term of five consecutive years with effect from February 17, 2024, subject to the approval of Members.

Mr. Sinha joined the Indian Administrative Service in 1977 after completing his Masters in Economics from the Delhi School of Economics in 1976. While in service, he completed M. Phil in Social Sciences in 1991 and was a Visiting Fellow in University of Oxford during 1999. He has also attended prestigious programmes on 'Mergers and Acquisitions' in University of Stanford and on 'Leaders in Development' in Harvard University. In the formative years, he served in the State of Uttar Pradesh, whereafter he served mostly in the Government of India and rose to the highest position of Cabinet Secretary, the head of civil services. He served as the Cabinet Secretary for more than 4 years before moving to the Prime Minister's Office. He retired from there in March 2021 after 44 years of continuous service to the nation.

Mr. Sinha possesses necessary skills, knowledge, experience and expertise required under Section 10A(2) of the Banking Regulation Act, 1949 and relevant rules/regulations/circulars/notifications/guidelines/ clarifications issued from time to time by Reserve Bank of India ("RBI") and has the key attributes necessary to be appointed as an Independent Director on the Board of the Bank.

The BGRNC and the Board have determined that Mr. Pradeep Kumar Sinha is a fit and proper person to hold the office as an Independent Director of the Bank as per the norms prescribed by RBI and is not debarred from being appointed as a Director by the Securities and Exchange Board of India or any other authority. Further, in the opinion of the Board and based on the declaration of independence submitted by him, Mr. Sinha is a person

of integrity, has the necessary knowledge, experience and expertise for being appointed as an Independent Director and fulfils the conditions specified in the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") for appointment as an Independent Director of the Bank.

In terms of the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Mr. Sinha has enrolled his name in the online databank of Independent Directors maintained by the Government of India.

Mr. Sinha is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

In terms of Section 160 of the Act, the Bank has received a notice from a Member signifying the intention to propose Mr. Sinha as a candidate for the office of Independent Director of the Bank.

As per Section 149 of the Act, an Independent Director can hold office for a maximum of two consecutive terms. Mr. Girish Chandra Chaturvedi (DIN: 00110996) Non- executive Part-time Chairman, shall be completing his second term as an Independent Director on June 30, 2024 and therefore, would be retiring as an Independent Director and as Non-executivePart-time Chairman of the Bank on June 30, 2024.

In view of the above, the Board at its Meeting held on February 15-17, 2024, based on the recommendation of the BGRNC, approved the appointment of Mr. Pradeep Kumar Sinha as the Non-executivePart-time Chairman of the Bank with effect from July 1, 2024 or the date of approval from RBI, whichever is later for a period until February 16, 2029 in the vacancy caused by the retirement of Mr. Chaturvedi. The Board further approved the payment of compensation to Mr. Pradeep Kumar Sinha as Non-ExecutivePart-time Chairman with effect from July 1, 2024 or the date of approval from RBI, whichever is later, subject to the approval of Members on the following terms and conditions:

1. an annual remuneration, on a pro rata basis, of ` 5,000,000/- or such other amount as may be approved by RBI with option to make payment on a monthly/quarterly/annual basis.
2. payment of sitting fees, maintenance of a Chairman's office at the Bank's expense, bearing of expenses by the Bank for travel on official visits and participation in various forums (both in India and abroad) as Chairman of the Bank and bearing of travel/halting/ other expenses & allowances by the Bank for attending to his duties as Chairman of the Bank.