Material Event (Form 6-K)

NOTICE is hereby given that the Twenty-Seventh Annual General Meeting of the Members of ICICI Bank Limited (the Bank/Company) will be held through Video Conferencing/Other Audio Visual Means (VC/OAVM) on Friday, August 20, 2021 at 3:00 p.m. IST to transact the following business:

ORDINARY BUSINESS

REsOlVED thAtpursuant to the provisions of Sections 139-142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable, the provisions of the Banking Regulation Act, 1949 and Reserve Bank of India (RBI) guidelines and pursuant to the approval granted by RBI, MSKA & Associates, Chartered Accountants (Registration No. 105047W) be appointed as one of the Joint Statutory Auditors of the Company, to hold office from the conclusion of this Meeting till the conclusion of the Twenty-Eighth Annual General Meeting of the Company at an overall remuneration of ₹ 40.0 million, plus out-of-pocket expenses upto a maximum of ₹ 3.0 million to be allocated between M/s MSKA & Associates and other Joint Statutory Auditors as may be mutually agreed between the Company and the Joint Statutory Auditors, depending upon their respective scope of work and goods and services tax and such other tax(es) as may be applicable towards audit fees for FY2022.

REsOlVED thAtpursuant to the provisions of Sections 139-142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable, the provisions of the Banking Regulation Act, 1949 and Reserve Bank of India (RBI) guidelines and pursuant to the approval granted

by RBI, M/s Khimji Kunverji & Co LLP, Chartered Accountants (Registration No. 105146W/W100621) be appointed as one of the Joint Statutory Auditors of the Company, to hold office from the conclusion of this Meeting till the conclusion of the Twenty-Eighth Annual General Meeting of the Company at an overall remuneration of ₹ 40.0 million, plus out-of-pocket expenses upto a maximum of ₹ 3.0 million to be allocated between M/s MSKA & Associates and M/s Khimji Kunverji & Co LLP as may be mutually agreed between the Company and the Joint Statutory Auditors, depending upon their respective scope of work and goods and services tax and such other tax(es) as may be applicable towards audit fees for FY2022.

sPECiAl BUsiNEss

RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013 (the Act) and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and subject to the approval of Reserve Bank of India (RBI), the revised remuneration on the following terms and conditions for Mr. Sandeep Bakhshi (DIN: 00109206), Managing Director & Chief Executive Officer (MD & CEO), be and is hereby approved:

Salary:

₹ 2,500,050 per month with effect from April 1, 2021

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, water and furnishings, club fees, personal insurance, use of car and 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 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

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grades of employees who fulfill prescribed eligibility criteria to avail loans for purchase of residential property, the wholetime Directors are also eligible for housing loans.

Supplementary Allowance:

₹ 1,714,125 per month with effect from ApriI 1, 2021

Bonus:

An amount upto the maximum limit permitted under the RBI guidelines or any modifications thereof, as may be determined by the Board or any Committee thereof, based on achievement of such performa nee 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 as may be granted by the Board Governance, Remuneration & Nomination Committee from time to time subject to the approval of RBI.

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorised to decide the remuneration payable to Mr. Bakhshi and his designation during his tenure as MD & CEO of the Company, 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 profits in any financial year, the remuneration payable to Mr. Bakhshi 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.

RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013 (the Act) and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory modification(s) or

re-enactment(s) thereof for the time being in force) and subject to the approval of Reserve Bank of India (RBI), the revised remuneration on the following terms and conditions for Ms. Vishakha Mulye (DIN: 00203578), Executive Director, be and is hereby approved:

Salary:

₹ 2,140,870 per month with effect from April 1, 2021

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, water and furnishings, club fees, personal insurance, use of car and 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 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 Iine with the staff loan policy applicable to specified grades of employees who fulfill prescribed eligibility criteria to avail loans for purchase of residentia I property, the wholetime Directors are also eligible for housing loans.

Supplementary Allowance:

₹ 1,520,817 per month with effect from April 1, 2021

Bonus:

An amount upto the maximum limit permitted under the RBI guidelines or any modifications thereof, 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 as may be granted by the Board Governance, Remuneration & Nomination Committee from time to time subject to the approval of RBI.

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorised to decide the remuneration payable to Ms. Mulye and

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her designation during her tenure as wholetime Director of the Company, 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 Ms. Mulye 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 a II 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.

RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013 (the Act) and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory modification(s) or re enactment(s) thereof for the time being in force) and subject to the approval of Reserve Bank of India (RBI), the revised remuneration on the following terms and conditions for Mr. Sandeep Batra (DIN: 03620913), Executive Director, be and is hereby approved:

Salary:

₹ 2,140,870 per month with effect from April 1, 2021

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, water and furnishings, club fees, personal insurance, use of car and 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 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 fulfill prescribed eligibility criteria to avail loans for purchase of residential property, the wholetime Directors are also eligible for housing loans.

Supplementary Allowance:

₹ 1,520,817 per month with effect from April 1, 2021

Bonus:

An amount upto the maximum limit permitted under the RBI guidelines or any modifications thereof, 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 as may be granted by the Board Governance, Remuneration & Nomination Committee from time to time subject to the approval of RBI.

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorised to decide the remuneration payable to Mr. Batra and his designation during his tenure as wholetime Director of the Company, 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. Batra 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 (a Iso 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 a rise 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.

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RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013 (the Act) and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to the approval of Reserve Bank of India (RBI), the revised remuneration on the following terms and conditions for Mr. Anup Bagchi (DIN: 00105962), Executive Director, be and is hereby approved:

Salary:

₹ 2,140,870 per month with effect from April 1, 2021 to January 31, 2022

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, water and furnishings, club fees, personal insurance, use of car and 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 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 fulfill prescribed eligibility criteria to avail loans for purchase of residential property, the wholetime Directors are also eligible for housing loans.

Supplementary Allowance:

₹ 1,520,817 per month with effect from April 1, 2021 till January 31, 2022

Bonus:

An amount upto the maximum limit permitted under the RBI guidelines or any modifications thereof, as may be determined by the Board or any Committee thereof, based on achievement of such performa nee 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 as may be granted by the Board Governance, Remuneration & Nomination Committee from time to time subject to the approval of RBI.

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorised to decide the remuneration payable to Mr. Bagchi and his designation during his tenure as wholetime Director of the Company, 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. Bagchi 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.

RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 (the Act) and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to the approval of Reserve Bank of India (RBI), Mr. Anup Bagchi (DIN: 00105962), be and is hereby re-appointed as a Wholetime Director (designated as Executive Director) of the Bank, Iiable to retire by rotation, for a period of five years or date of retirement, whichever is earlier, effective from February 1, 2022 on the following terms and conditions:

Salary:

₹ 2,140,870 per month

Perquisites:

Perquisites (evaluated as per Income-tax Rules, wherever applicable, and at actual cost to the Bank

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NOTICE

in other cases) such as the benefit of the Bank's furnished accommodation, gas, electricity, water and furnishings, club fees, personal insurance, use of car and 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 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 fulfill prescribed eligibility criteria to avail loans for purchase of residential property, the wholetime Directors are also eligible for housing loans.

Supplementary Allowance:

₹ 1,520,817 per month

Bonus:

An amount upto the maximum limit permitted under the RBI guidelines or any modifications thereof, 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 as may be granted by the Board Governance, Remuneration & Nomination Committee from time to time subject to the approval of RBI.

RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorised to decide the remuneration payable to Mr. Bagchi and his designation during his tenure as wholetime Director of the Company, 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. Bagchi 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 a II such acts, deeds, matters

and things including the power to settle all questions or difficulties that may a rise 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.

RESOLVED THAT in supersession of the Resolution passed at the Twenty-Second Annual General Meeting held on July 11, 2016 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 the RBI circular dated April 26, 2021 on 'Corporate Governance in Banks -Appointment of Directors and Constitution of Committees of the Board' and any 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 to pay compensation in the form of fixed remuneration of ₹ 2,000,000 per annum to each Non Executive Director (other than part-time Chairman and the Director nominated by the Government of India), effective from April 1, 2021.

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

RESOLVED FURTHER THAT the Board of Directors of the Company (including the Board Governance, Remuneration & Nomination Committee of the Board) 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.

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INSTRUCTIONS FOR REMOTE E-VOTING

The facility of casting votes by a Member using remote e-voting as well as e-voting during the AGM will be provided by NSDL.

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disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual Shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email addresses in their demat accounts in order to access e-Voting facility.

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B) 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 NS DL e-Voting website?

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at

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https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

b) 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 'initiaI password', you need to enter the 'initial password' and the system will force you to change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your emaiiiD. Trace the emaiI

sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. pdf file. The password to open the .pdf file is your 8 digit Client ID for NSDL account or last 8 digits 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'.

(ii) If your email address is not registered, please follow steps mentioned below in this Notice.

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

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

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Those Shareholders whose email addresses are not registered with the Company/Depositories, may send a request to [email protected]for procuring User ID and Password fore-Voting.

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.

In case of any queries or issues or grievances pertaining to e-voting, Members may refer to Help/ FAO's section available at www.evoting.nsdl.com or call on toll free no.: 1800-1020-990/1800-224-430 or send a request at [email protected] or contact Ms. Pallavi Mhatre, Manager, National Securities Depository Limited, Trade World,'A' Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, at [email protected] or at telephone no.: +91-22-2499 4545. Alternatively, Members may also write to the Company Secretary of the Bank at [email protected] or contact at telephone no.: +91-22-2653 8900.

INSTRUCTIONS FOR E-VOTING DURING THE AGM

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM

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PROCESS TO EXPRESS VIEWS/SEEK CLARIFICATIONS

DIVIDEND AND TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND RELATED INFORMATION

VOTING RESULTS & SCRUTINIZER RELATED INFORMATION

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GENERAL INFORMATION/GUIDELINES FOR SHAREHOLDERS

By Order of the Board

Ranganath Athreya

Company Secretary

ACS: 7356

Mumbai, July 15, 2021

CIN: L65190GJ1994PLC021012

Website: www.icicibank.com

E-mail: [email protected]

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EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

Item Nos. 4 and 5

M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) were re-appointed as Statutory Auditors of the Bank at the Twenty-Sixth Annual General Meeting (AGM) from the conclusion of that AGM till the conclusion of the Twenty-Seventh AGM of the Bank in line with the approval received from Reserve Bank of India (RBI).

M/s Walker Chandiok & Co LLP, Chartered Accountants, have been auditors of the Company for three consecutive years, which is the maximum term for statutory auditors of banking companies as per the circular issued by RBI on

'Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)', dated April 27, 2021. Hence they would be retiring at the conclusion of the forthcoming AGM.

As per the above-mentioned RBI guideline, the statutory audit needs to be conducted under joint audit of a minimum of two audit firms with effect from FY2022. Accordingly, it is now proposed to appoint M/s MSKA & Associates, Chartered Accountants (Registration No. 105047W) and M/s Khimji Kunverji & Co LLP, Chartered Accountants (Registration No. 105146W/W100621), as Joint Statutory Auditors of the Bank from the conclusion of this AGM till the conclusion of the Twenty-Eighth AGM of the Bank. As per the requirement of the Companies Act, 2013 (the Act), M/s MSKA & Associates, Chartered Accountants and M/s Khimji Kunverji & Co LLP, Chartered Accountants have confirmed that the appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and they are not disqualified to be appointed as statutory auditors in terms of proviso to Section 139(1) and Sections 141(2) and 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Their appointment has been approved by RBI for a period of one year and pursuant to the requirements of RBI guidelines, their appointment is required to be pre-approved on an annual basis. Hence their appointment is presently proposed from the conclusion of this AGM till the conclusion of the Twenty-Eighth AGM and thereafter would be placed for approval of the Members on an annual basis subject to the approval of the RBI, upto the conclusion of the Thirtieth AGM.

The terms of appointment of M/s MSKA & Associates and M/s Khimji Kunverji & Co LLP, cover statutory audit

of standalone financial statements and consolidated financial statements in accordance with Companies Act, 2013, financial results in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (other than 01-2022), Long FormAudit Report (LFAR), audit of foreign branches of the Bank for FY2022 and other verification and certification requirements as per various regulatory guidelines. The limited review of financial results of the Bank for Q1-2022 is being conducted by M/s Walker Chandiok & Co LLP, current statutory auditors.

The audit fee payable to M/s MSKA & Associates and M/s Khimji Kunverji & Co LLP, amounts in aggregate to Rs. 40.0 million, plus reimbursement of out-of-pocket expenses upto a maximum of Rs. 3.0 million and goods and services tax and such other tax(es) as may be applicable.

The Board recommends the Resolutions at Item Nos. 4 and 5 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives are in any way concerned or interested, financially or otherwise in the passing of the Resolutions at Item Nos. 4 and 5 of the accompanying Notice.

The copy of the approval granted by RBI will be made available for inspection in electronic mode.

Item Nos. 6 to 9

The Bank has a compensation policy in line with the guidelines issued by the Reserve Bank India (RBI).The total compensation payable is a prudent mix of fixed pay and variable pay. The fixed pay includes basic pay, allowances, perquisites, contribution towards superannuation/retirals and any other form of benefits including reimbursable perquisites with monetary ceilings. The variable pay includes share-linked instruments (including stock options) or cash or a mix of cash and share-linked instruments (including stock options). The total variable pay is limited to a maximum percentage of fixed pay in line with the guidelines issued by the RBI. The variable pay is determined by the Board Governance, Remuneration & Nomination Committee and the Board of Directors after evaluating performance vis-a-vis defined Key Performance Indicators which comprise various aspects including financial performance, asset quality, risk management and compliance and stakeholder relationships. The fixed and variable pay of the Wholetime Directors is subject to the approval of RBI. The Bank has put in place the provisions with respect to Malus and/or Clawback on part or all of the variable pay including unvested/vested/paid deferred variable pay.

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In line with the above and based on the recommendation of the Board Governance, Remuneration & Nomination Committee and subject to the approval of RBI and the Members, the Board at its Meeting held on April 24, 2021 approved (a) revision in Salary to Rs. 2,500,050 per month to Mr. Sandeep Bakhshi and Rs. 2,140,870 per month each to Ms. Vishakha Mulye, Mr. Sandeep Batra and Mr. Anup Bagchi with effect from April 1, 2021 and (b) revision in Supplementary allowance to Rs. 1,714,125 per month to Mr. Sandeep Bakhshi and Rs. 1,520,817 per month each to Ms. Vishakha Mulye, Mr. Sandeep Batra and Mr. Anup Bagchi with effect from April 1, 2021.

The Board also at the same Meeting approved (a) payment of performance bonus of Rs. 22,756,545 to Mr. Bakhshi and Rs. 26,364,117 each to Ms. Mulye, Mr. Batra and Mr. Bagchi for FY2021, subject to RBI approval and (b) grant of 400,200 stock options each to Mr. Bakhshi, Ms. Mulye, Mr. Batra and Mr.Bagchi for FY2021, subject to RBI approval.

The other components of remuneration have been mentioned in the Resolutions at Item Nos. 6 to 9 of this Notice.

The required details as per Secreta rial Standard on General Meetings are provided in Annexure I to this Notice.

The Board recommends the Resolutions at Item Nos. 6 to 9 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Bakhshi, Ms. Mulye, Mr. Batra and Mr. Bagchi and their relatives are concerned or interested, financially or otherwise, in the passing of these resolutions.

Item No. 10

The term of appointment of Mr. Anup Bagchi as approved by the Members and Reserve Bank of India (RBI) would conclude on January 31, 2022 which would be before the convening of the Annual General Meeting (AGM) in the year 2022. The Board at its Meeting held on April 24, 2021 based on the recommendation of the Board Governance, Remuneration & Nomination Committee approved the re-appointment of Mr. Bagchi for a period of five years or date of retirement, whichever is earlier, effective from February 1, 2022, subject to the approval of Members and RBI. The details of remuneration have been mentioned in the Resolution at Item No. 10 of this Notice.

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

2013 ('the Act') and has given his consent to act as a Director of the Bank.

In terms of Section 160 of the Act, the Company has received notice in writing from a Member signifying the intention to propose the candidature of Mr. Bagchi for the office of Director on conclusion of his term on January 31, 2022.

The required details in terms of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secreta rial Standard on General Meetings are provided in Annexure I to this Notice.

The Board recommends the Resolution at Item No. 10 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Bagchi and his relatives are concerned or interested, financially or otherwise, in the passing of this resolution.

The terms and conditions relating to the re-appointment of Mr. Bagchi would be available for inspection in electronic mode.

Item No. 11

In line with the Reserve Bank of India (RBI) guidelines dated June 1, 2015, the Members at the Annual General Meeting held on July 11, 2016, had approved the payment of profit related commission upto Rs. 1,000,000 each, per annum to the Non-Executive Directors (NEDs) (excluding part-time Chairman and Director nominated by Government of India) of the Bank effective from financial year ended March 31, 2016.

RBI vide Circular no. RBI/2021-22/24 DOR. GOV. REC.8/29. 67.001/2021-22 dated ApriI 26, 2021 issued guidelines on Corporate Governance in Banks - Appointment of Directors and Constitution of Committees of the Board (Revised RBI Guidelines). In terms of the Revised RBI Guidelines, in addition to sitting fees and expenses related to attending meetings of the Board and its Committees as per extant statutory norms/practices, the Banks may pay compensation in the form of fixed remuneration to NEDs commensurate with an individual Director's responsibilities and demands on time and which are considered sufficient to attract qualified competent individuals. However, such fixed remuneration for a NED (other than Chair of the Board) shall not exceed Rs. 2,000,000 per annum.

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Considering that every NED is devoting significant time and shouldering considerable responsibilities both in terms of their Board membership as well as in the critical roles that they are playing in the effective functioning of the Board Committees as well and providing professional expertise in their respective fields of specialization and considering the nature and complexity of the items of business transacted at the Bank, the Board at its Meeting held on July 15, 2021, approved to pay compensation in the form of fixed remuneration of Rs. 2,000,000 per annum with effect from April 1, 2021 to each NED (excluding the part-time Chairman and the Director nominated by Government of India), subject to approva I of the Members and such other regulatory approvals as may be required. The fixed remuneration will be paid at such frequency as may be decided by the Board.

The fixed remuneration is in addition to sitting fees and reimbursement of expenses for attending the meetings of the Board of Directors and/or other meetings.

As per the Secretarial Standard on General Meetings, the required details of the NEDs who are entitled for fixed remuneration are provided in Annexure I to this Notice.

The Board recommends the Resolution at Item No. 11 of the accompanying Notice for approval of the Members of the Bank in supersession of the resolution passed at the Annual General Meeting held on July 11, 2016.

All the Non-Executive Directors (other than the part-time Chairman and the Director nominated by Government of India) of the Bank and their relatives are concerned or interested in passing of this resolution. None of the other Directors, Key Managerial Personnel of the Bank and their relatives are in any way concerned or interested, financially or otherwise in the passing of the Resolution at Item No. 11 of the accompanying Notice.

By Order of the Board

Ranganath Athreya

Company Secretary

ACS: 7356

Mumbai, July 15, 2021

CIN: L65190GJ1994PLC021012

Website: www.icicibank.com

E-mail: [email protected]

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INSTRUCTIONS ON DEDUCTION OF TAX AT SOURCE ON DIVIDEND

As per the Income-tax Act, 1961 (the Act), as amended by the Finance Act, 2020, dividend paid or distributed by Bank after April 1, 2020 shall be taxable in the hands of the shareholders. The Bank shall therefore be required to deduct tax at source (TDS) under section 194 of the Act or section 195 of the Act at the prescribed rates at the time of making the payment of the said dividend to shareholders. The TDS rate would vary depending on the residential status of the shareholder and the documents submitted by them and accepted by the Bank. Further, higher rate of TDS would be applicable if pursuant to section 206AA of the Act valid permanent account number (PAN) has not been provided by shareholder or pursuant to section 206AB of the Act shareholder being a specified person.

A specified person is one who has not complied with filing of income tax returns for last two years and is having TDS of ₹ 50,000 or more in each of the previous two years.

A non-resident not having permanent establishment in India is not considered as a specified person.

Accordingly, the final dividend will be paid by the Bank after deducting tax at source, as applicable, as explained herein.

No tax shall be deducted on the dividend payable if either of the below two conditions are fulfilled:

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Pursuant to section 90(2) of the Act, non-resident shareholders (other than Depositary for ADRs) have the option to be avail the benefit of tax treaty between India and the countries of their tax residence for which such non-resident shareholders will have to provide the following documents, to the satisfaction of the Bank:

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such other language to EngIish language and thereafter duly notarized and apostilled copy of the TRC would have to be provided.

Please note that in case of non-resident shareholders Self Declaration of No Permanent Establishment and Beneficial ownership should be on the letterhead of the shareholder for claiming tax treaty benefits or/and to avoiding higher TDS as per section 206AB of the Act.

Please note that the Bank in its sole and absolute discretion reserves the right to call for any further information and/or to apply domestic law/tax treaty for TDS.

GENERAL INSTRUCTIONS:

Please note that for the purpose of complying with the applicable TDS provisions, the Bank will rely on the above-mentioned information as on record date i.e. July 30, 2021 as per the details available with the Depositories/R & T Agent.

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