FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May, 2017
Commission File Number: 001-15002
ICICI Bank
Limited
(Translation of registrant’s name into English)
ICICI Bank
Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:
If “Yes” is marked,
indicate below the file number assigned to the registrant in
connection with Rule 12g 3-2(b):
Not Applicable
Table
of Contents
Item
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1.
2.
3.
4.
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Other News
Legend attached to the Notice sent to ADS
holders
Postal Ballot Notice sent to equity shareholders
Postal Ballot Form sent to equity shareholders
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Item
1
OTHER
NEWS
Subject:
Approvals through Postal Ballot and intimation of revised book closure dates
IBN
ICICI
Bank Limited (the ‘Company’) Report on Form 6-K
This
is further to our letters dated May 3, 2017 and May 4, 2017 vide which the Bank had informed about issuance of bonus shares, seeking
approval of the shareholders for the same through postal ballot and the book closure dates for determining the eligibility of
shareholders to receive dividend.
Further
to the above, we have given the below disclosures today to the stock exchanges under the Indian Listing Regulations.
Approval
of shareholders is being sought for the following resolutions through postal ballot:
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1.
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Ordinary
Resolution for increase in the Authorised Share Capital of the Company and consequent
amendment to the Capital Clause of the Memorandum of Association.
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2.
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Special
Resolution for alteration of Capital Clause of Articles of Association.
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3.
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Ordinary
Resolution for issue of Bonus Shares in proportion of 1:10 i.e. 1 (one) equity share
of Rs. 2/- each for every 10 (ten) fully paid-up equity shares of Rs. 2/- each (including
creation of bonus equity shares underlying American Depository Shares (ADS) and adjustments
with respect to the stock options granted under the Employee Stock Option Scheme, 2000)
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4.
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Special
Resolution for Amendment to Employees Stock Option Scheme.
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We
enclose
the postal ballot notice and form being sent to equity shareholders of the Bank i
n
terms of the provisions of Section 110 of the Companies Act, 2013
read with Companies (Management
& Administration) Rules, 2014.
The Postal Ballot Form and Postal Ballot Notice is uploaded
on the website of the Bank
www.icicibank.com
.
:
2 :
The
Bank has also revised the book closure dates for closure of Register of Members and Share Transfer Books as intimated vide our
letter dated May 3, 2017. The Register of Members and Share Transfer Books will be closed from June 22, 2017 to June 24, 2017
(both days inclusive) for the following purposes:
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1.
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For
the purpose of the Annual General Meeting of the Bank to be held on June 30, 2017.
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2.
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Determining
the eligibility of shareholders to receive dividend. Member
s
holding shares in electronic form at the close of business hours on June 21, 2017 and
Members holding shares in physical form, whose names appear in the Register of Members
of the Company, at the close of business hours on June 24, 2017 after giving effect to
all valid transfers in physical form lodged on or before June 21, 2017 are eligible to
receive dividend as approved by the Members at the ensuing AGM
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3.
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Determining
the eligibility of shareholders to receive bonus shares subject to the approval of the
shareholders by postal ballot the results of which will be announced on or before June
14, 2017. Member
s
holding shares in electronic form at the close of business hours on June 21, 2017 and
Members holding shares in physical form, whose names appear in the Register of Members
of the Company, at the close of business hours on June 24, 2017 after giving effect to
all valid transfers in physical form lodged on or before June 21, 2017 are entitled to
be issued bonus shares subject to approval of the same by the Members through postal
ballot. The bonus shares will not be entitled to any dividend in respect of financial
year ending March 31, 2017.
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We
request you to please take the above disclosure on record.
ICICI
Bank Limited
ICICI
Bank Towers
Bandra-Kurla
Complex
Mumbai
400 051, India.
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Tel.:
(91-22) 2653 1414
Fax:
(91-22) 2653 1122
Website
www.icicibank.com
CIN.:
L65190GJ1994PLC021012
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Regd.
Office: ICICI Bank Tower,
Near
Chakli Circle,
Old
Padra Road
Vadodara
390007. India
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Item
2
ICICI Bank Limited
CIN: L65190GJ1994PLC021012
Registered
Office:
ICICI
Bank Tower
,
Near
Chakli Circle, Old Padra Road
, Vadodara
390 007, Phone: 0265-6722286
Corporate Office: ICICI Bank Towers,
Bandra-Kurla Complex, Mumbai 400 051, Phone: 022-26538900, Fax: 022-26531230
Website:
www.icicibank.com
,
E-mail: i
nvestor@icicibank.com
Notice
to American Depositary Shares (“ADS”) Holders
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.
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Item
3
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, Phone: 022-26538900, Fax: 022-26531230
Website:
www.icicibank.com
,
E-mail:
investor@icicibank.com
POSTAL
BALLOT NOTICE
Dear
Members,
Notice
is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the
Act’), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 including any statutory modification
or re-enactment thereof for the time being in force and subject to other applicable laws and regulations, that the resolutions
appended below for increase in Authorised share capital and consequential amendments to the Memorandum and Articles of Association
of the Bank, issue of bonus shares and amendment to the Employee Stock Option Scheme 2000, are proposed to be passed by the Members
through Postal Ballot/electronic voting (e-voting).
The
explanatory statement pursuant to Sections 102 and 110 of the Act pertaining to the aforesaid resolutions setting out the material
facts concerning each item and the reasons thereof are annexed hereto with a Postal Ballot Form for your consideration.
The
Board of Directors of the Bank, at its Meeting held on May 3, 2017, has appointed Mr. Alwyn D’souza of Alwyn D’souza
& Co., Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and
transparent manner. Members have the option to vote either by Postal Ballot or through e-voting. Members desiring to exercise their
vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly
completed in the enclosed self-addressed Business Reply Envelope. Postal Ballot Form(s), if sent by courier or by registered post/speed
post at the expense of the Member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address
given thereon. The duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than 5:00 p.m. on June 12, 2017
to be eligible for being considered, failing which it will be strictly considered that no reply has been received from the Member.
Members
desiring to opt for e-voting are requested to read the instructions in the Notes under the section “Voting through electronic
means”.
The
Scrutinizer will submit his report to the Chairman or any other Director of the Bank after completion of scrutiny of the Postal
Ballots (including e-voting). The results of Postal Ballot shall be declared on or before June 14
,
2017 at any time
before 5:00 p.m. and be displayed at the Registered as well as Corporate Office of the Bank, communicated to the Stock Exchanges
and would also be uploaded on the Bank’s website www.icicibank.com
Item
No. 1
Increase
in Authorised Share Capital and consequential alteration to the Capital Clause of Memorandum of Association
To
consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
RESOLVED
that pursuant to the provisions of Section 61 and other applicable provisions of the Companies Act, 2013 approval of the Members
be and is hereby accorded to increase the authorised share capital of the Bank from
Rs.
1775,00,00,000 (Rupees One thousand seven hundred seventy five crores only) divided into 637,50,00,000 equity shares of
Rs.
2 each, 150,00,000 shares of
Rs.
100 each and 350 shares of
Rs.
100,00,000 each to
Rs.
2500,00,00,000 (Rupees Two thousand five hundred
crores only) divided into 1000,00,00,000 equity shares of
Rs.
2 each,
150,00,000 shares of
Rs.
100 each and 350 shares of
Rs.
100,00,000 each by creation of additional 362,50,00,000 equity shares of
Rs.
2 each.
RESOLVED
FURTHER
that subject to the provisions of Section 13, 61 and other applicable provisions of the Companies Act, 2013 and subject
to such other approval(s) from the concerned Statutory Authority(ies), including the Reserve Bank of India, Clause V of the Memorandum
of Association of the Bank relating to Capital be substituted by the following Clause:
Clause
V would be substituted as follows:
The
authorised capital of the Company shall be
Rs.
2500,00,00,000 divided
into 1000,00,00,000 equity shares of
Rs.
2 each, 150,00,000 shares
of
Rs.
100 each and 350 shares of
Rs.
100,00,000 each with rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company
for the time being with power to increase or reclassify or alter the capital of the Company and to divide/consolidate the shares
in the capital for the time being into several classes and face values and to attach thereto respectively such preferential, cumulative,
convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in
accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such right, privilege
or condition or restriction in such manner as may for the time being be permitted by the Articles of Association of the Company
and the legislative provisions for the time being in force.
RESOLVED
FURTHER
that the Board of Directors of the Bank (which expression shall also include a Committee thereof) be authorised to
take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any Director(s), the
Company Secretary, the Joint Company Secretary or any other officer(s) of the Bank for obtaining approvals, statutory, contractual
or otherwise, in relation to the above and to do all acts, deeds, matters and things that may be necessary, proper, expedient or
incidental for the purpose of giving effect to this resolution.
Item
No. 2
Alteration
of Articles of Association
To
consider and, if thought fit, to pass, the following resolution, as a Special Resolution:
RESOLVED
that subject to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 and subject to such
other approval(s) from the concerned Statutory Authority(ies), including the Reserve Bank of India, Article 5(a) of the Articles
of Association of the Bank relating to Capital be substituted by the following Clause:
Article
5(a) would be substituted as follows:
The
Authorised Capital of the Company is
Rs.
2500,00,00,000 divided into:
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i.
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1000,00,00,000 equity shares of
Rs.
2 each.
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ii.
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150,00,000 shares of
Rs.
100 each which shall be of such class and with rights, privileges, conditions or restrictions as may be determined by the
Company in accordance with these presents and subject to the legislative provisions for the time being in that behalf, and
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iii.
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350 preference shares of
Rs.
100,00,000 each.
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RESOLVED
FURTHER
that the Board of Directors of the Bank (which expression shall also include a Committee thereof) be authorised to
take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any Director(s), the
Company Secretary, the Joint Company Secretary or any other officer(s) of the Bank for obtaining approvals, statutory, contractual
or otherwise, in relation to the above and to do all acts, deeds, matters and things that may be necessary, proper, expedient or
incidental for the purpose of giving effect to this resolution.
Item
No. 3
Issue
of Bonus Shares
To
consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
RESOLVED
that pursuant to the provisions of Section 63 and other applicable provisions of the Companies Act, 2013 and the rules made
there under, the Securities and Exchange Board of India (SEBI) (Issue of Capital and Disclosure Requirements) Regulations, 2009
and other applicable regulations and guidelines issued by SEBI and Reserve Bank of India (RBI) from time to time, the relevant
provisions of the Articles of Association of the Company, and the recommendation of the Board of Directors of the Bank, and subject
to such approvals as may be required in this regard, approval of the Members be and is hereby accorded to the Board of Directors
of the Bank (hereinafter referred to as the Board and which expression shall be deemed to include a Committee of the Board) for
capitalisation of such sums standing to the credit of the Securities Premium Account, as may be considered appropriate by the Board,
for the purpose of the issue of bonus equity shares of
Rs.
2/- each,
credited as fully paid-up equity shares to the holders of the existing equity shares of the Bank in consideration of their said
holding in the proportion of 1 (one) equity share of
Rs.
2/- each for
every 10 (ten) equity shares of
Rs.
2/- each held by the Members.
RESOLVED
FURTHER
that for the purpose of determining the eligibility of Members who will be entitled to be issued the aforesaid bonus
equity shares, the Register of Members and Share Transfer Books as determined under the Authority granted by the Board, will be
closed from Thursday, June 22, 2017 to Saturday June 24, 2017 (both days inclusive) and the bonus equity shares will be allotted
to those Members holding shares in electronic form as per the beneficiary position downloaded from the Depositories i.e. National
Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) on June 21, 2017 and to those Members holding
shares in physical form on June 24, 2017 after giving effect to all valid transfers received upto June 21, 2017 (“Record
Date”).
RESOLVED
FURTHER
that no fractions arising out of the issue and allotment of bonus equity shares shall be allotted by the Bank and the
Bank shall not issue any certificate or coupon in respect thereof but all such fractional entitlements shall be consolidated and
the bonus equity shares, in lieu thereof, shall be allotted by the Board to the Nominees appointed by the Board, who shall hold
the same as Trustees for the Members entitled thereto, and sell the said equity shares so arising at the then prevailing market
rate and pay to the Bank net sale proceeds thereof, after adjusting therefrom the cost and expenses in respect of such sale, for
distribution to Members in proportion to their fractional entitlement.
RESOLVED
FURTHER
that pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and any
amendments thereto from time to time, with respect to the employee stock options outstanding (whether vested or unvested including
lapsed and forfeited options available for re-issuance) as on the record date/book closure dates as mentioned above under the Employee
Stock Option Scheme of the Bank, the Board or the Board Governance Remuneration & Nomination Committee be authorised to make
appropriate adjustments with respect to the exercise price and the number of stock options and decide on the allotment of such
number of additional stock options as bonus options to the employees who have been granted stock options in the same proportion
as the bonus equity shares being issued.
RESOLVED
FURTHER
that for the purpose of giving effect to the bonus issue of equity shares of the Bank underlying each American Depository
Share (ADS) and consequent proportionate increase in issuance of ADS in the same proportion of bonus equity shares being issued
viz. one additional ADS including underlying equity shares for every ten ADS held, and subject to any approvals or filings which
may be necessary to be obtained/done with Securities and Exchange Commission (SEC), New York Stock Exchange (NYSE), or any other
regulatory authorities in India or overseas, approval of the Members be and is hereby accorded to the Board for the purpose of
issue of bonus equity shares to the holders of the existing ADS of the Bank by making proportionate and appropriate adjustments
to the number of American Depository Shares (ADSs) held by such holders on such date as may be considered equivalent to a record
date under Indian laws and regulations. The Board in consultation with Deutsche Bank Trust Company Americas, the Depository for
the ADS holders is authorised to decide on the manner of providing the benefit of fractional entitlements, if any which may arise
or become due to the ADS holders considering the bonus ratio of one equity share for every ten equity shares and the resultant
proportion of one ADS for every ten ADS held.
RESOLVED
FURTHER
that no allotment letters shall be issued to the allottees of the bonus equity shares and that the certificate(s) in
respect of bonus equity shares shall be completed and thereafter be dispatched to the allottees, except in respect of those allottees
who hold shares in dematerialised form, within the period prescribed or that may be prescribed in this behalf, from time to time.
RESOLVED
FURTHER
that the bonus equity shares so allotted shall rank pari passu in all respects with the fully-paid up equity shares
of the Bank as existing on the record date/book closure date save and except that they shall not be entitled to any dividend in
respect of financial year ending March 31, 2017.
RESOLVED
FURTHER
that the issue and allotment of the said bonus equity shares to the extent they relate to Non-Resident Indians (NRIs),
Persons of Indian Origin (PIO), Foreign Portfolio Investors (FPIs), Overseas Corporate Bodies (OCBs) and other foreign investors
of the Bank will be subject to the approval of the RBI, as may be necessary.
RESOLVED
FURTHER
that for the purposes of giving effect to the bonus issue of equity shares, underlying bonus equity shares relating
to ADS and grant of bonus stock options under the ESOS scheme of the Bank as resolved herein before, the issuance of equity shares
and/or ADS or instruments or securities representing the same and bonus stock options relating to the ESOS scheme of the Bank,
the Board and other designated officers of the Bank as may be authorised by the Board and are hereby authorised on behalf of the
Bank to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including
without limitation, filing a registration statement, if any, and other documents with the SEC, NYSE and/or the SEBI, listing the
additional equity shares and/or ADS on BSE Limited, National Stock Exchange of India, New York Stock Exchange (NYSE) as the case
may be, amending, if necessary, the relevant sections of the agreement entered into between the Bank, Deutsche Bank Trust Company
Americas, New York (the depositary to the Bank’s ADS) and the ADS Holders (‘the Depositary Agreement’) in connection
with the Bank’s ADS offering, listing on NYSE, and entering into of any depositary arrangements in regard to any such bonus
as it may in its absolute discretion deem fit.
RESOLVED
FURTHER
that the Board be and is hereby authorised to take such steps as may be necessary including the delegation of all or
any of its powers herein conferrred to any Director(s), the Company Secretary, the Joint Company Secretary or any other officer(s)
of the Bank for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising
out of and incidental thereto, and to execute all deeds, applications, documents and writings that may be required, on behalf of
the Bank and generally to do all acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the
purpose of giving effect to this resolution.
Item
No. 4
Amendment
of the Employee Stock Option Scheme
To
consider and, if thought fit, to pass, the following resolution, as a Special Resolution:
RESOLVED
that in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014 and ICICI Bank Employees Stock Option Scheme 2000 (Scheme) as amended from time to time and subject to such other approvals
as may be required, approval of the Members be and is hereby accorded to amend the definition of Exercise Period in the Scheme
as “Exercise Period means the period commencing from the date of vesting and will expire on completion of such period not
exceeding ten years from the date of vesting of Options as may be determined by the Board Governance Remuneration & Nomination
Committee for each grant”.
RESOLVED
FURTHER
that for the purpose of giving effect to the above resolution the Board or Board Governance, Remuneration & Nomination
Committee of the Board be and is hereby authorised on behalf of the Bank to do all such acts, deeds, matters and things as it may,
in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Bank to settle all questions,
difficulties or doubts that may arise in regard to implementation of the resolution including but not limited to determination
of eligibility or otherwise of employees of the Bank or subsidiaries or any other grantees who continue to be covered by the Scheme
to the benefits extended under the Scheme.
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1.
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The relevant Explanatory Statement pursuant to the provisions
of Section 102(1) of the Companies Act, 2013 in respect of the aforesaid items set out in the Notice is annexed hereto.
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2.
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The Postal Ballot Notice is being sent to the Members
whose names appear on the Register of Members/List of Beneficial Owners as received from NSDL and Central Depository Services
(India) Limited (CDSL) as on May 5, 2017. The Postal Ballot Notice is being sent to Members in electronic form to the e-mail IDs
registered with their Depository Participant (in case of electronic shareholding)/the Bank’s Registrar and Transfer Agents
(RTA) (in case of physical shareholding). In case of Members whose e-mail ID is not registered, physical copy of Postal Ballot
Notice and Form is being sent by permitted mode along with a postage pre-paid self-addressed Business Reply Envelope (BRE).
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3.
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The Members whose name appears on the Register of Members/List
of Beneficial Owners as on May 5, 2017 will be considered for the purpose of voting.
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4.
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Resolutions passed by the Members through Postal Ballot
are deemed to have been passed as if the same have been passed at a general meeting of the Members.
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5.
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The Members can opt for only one mode of voting, i.e.,
either by physical ballot form or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall
prevail and votes cast through physical postal ballot form will be treated as invalid.
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6.
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In case a Member is desirous of obtaining a duplicate copy of a Postal Ballot Form, he/she may
send an e-mail to investor@icicibank.com. The RTA/Bank shall forward the same along with postage pre-paid self-addressed BRE to
the Member.
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7.
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Voting through electronic means:
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In
compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108, 110
and other applicable provisions of the Companies Act, 2013 read with the related rules, the Bank is pleased to provide e-voting
facility to all its Members, to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot
Form by post. The Bank has engaged the services of NSDL for the purpose of providing e-voting facility to all its Members.
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a.
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The instructions for e-voting are as under:
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i.
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Members whose e-mail IDs are registered with the RTA/Depository
Participant(s) will receive an e-mail from NSDL informing the User-ID and Password/PIN.
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1.
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Open e-mail and open the attached PDF file with your
Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password
is an initial password.
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Note: Shareholders already registered with NSDL for e-voting
will not receive the PDF file “Remote e-voting.pdf”.
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2.
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Launch internet browser by typing the following URL:
https://www.evoting.nsdl.com.
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3.
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Click on Shareholder – Login.
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4.
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Enter the user ID and password/PIN as initial password
noted in step (1) above. Click Login.
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5.
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Password change menu appears. Change the password/PIN
with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended
not to share your password with any other person and take utmost care to keep your password confidential.
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6.
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Home page of e-voting opens. Click on e-voting: Active
Voting Cycles.
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7.
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Select “EVEN” (E-Voting Event Number) of
ICICI Bank Limited.
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8.
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Now you are ready for e-voting as Cast Vote page opens.
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9.
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Cast your vote by selecting appropriate option and click
on “Submit” and also “Confirm” when prompted.
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10.
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Upon confirmation, the message “Vote cast successfully”
will be displayed.
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11.
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Once you have voted on the resolution, you will not be
allowed to modify your vote.
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12.
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Institutional Members (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. together with
attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail
to scrutinizericicibank@gmail.com or evoting@icicibank.com with a copy marked to evoting@nsdl.co.in.
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ii.
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For Members whose e-mail IDs are not registered with
the RTA/Depository Participant(s) and who receive the physical Postal Ballot Forms, the following instructions may be noted:
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a
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Initial password is provided as below/at the bottom of
the Postal Ballot Form:
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EVEN
(E-Voting Event Number)
USER ID
PASSWORD/PIN
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b
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Please follow all steps from Sr. No. 1 to Sr. No. 12
of (i) above, to cast vote.
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b.
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In case of any queries/grievances, you may refer the
Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com
or may contact on the NSDL toll free no. 1800 222 990.
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c.
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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 Password’ option available on the site to reset
the password.
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d.
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If you are already registered with NSDL for e-voting
then you can use your existing user ID and password/PIN for casting your vote.
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e.
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You can also update your mobile number and e-mail id
in the user profile details of the folio which may be used for sending future communication(s).
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f.
|
The e-voting period commences on Saturday, May 13, 2017
(9:00 a.m. IST) and ends on Monday, June 12, 2017 (5:00 p.m. IST). During this period Members of the Bank, holding shares either
in physical form or in dematerialised form, as on the relevant date of May 5, 2017 may cast their vote electronically. The e-voting
module shall be 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.
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g.
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The voting rights of Members shall be in proportion to
their share of the paid-up equity share capital of the Bank as on the relevant date of May 5, 2017 subject to the provisions of
the Banking Regulation Act, 1949.
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8.
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All the material documents referred to in the Notice will be made available for inspection by the
Members at the registered office of the Bank during working hours on any working day upto June 12, 2017.
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For
and behalf of the Board of Directors
P.
Sanker
Senior
General Manager (Legal) & Company Secretary
Mumbai,
May 5, 2017
EXPLANATORY
STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013
Item
Nos. 1, 2 and 3
The
equity shares of your Bank are listed and actively traded on the National Stock Exchange of India Limited and BSE Limited, and
American Depository Shares (ADS) are listed and actively traded on New York Stock Exchange. The Board of Directors of the Bank
at its Meeting held on May 3, 2017 considered and approved a bonus issue of 1 (one) equity share for every 10 (ten) existing equity
share held and consequent to creation of bonus equity shares underlying ADS, a bonus issue of one ADS for every ten existing ADS
held, respectively, as on the Record Date (as indicated in the resolution) subject to approval of the Members and any other statutory
and regulatory approvals as applicable. The ratio of equity shares underlying the ADS held by an ADS holder would remain unchanged.
The
bonus issue of equity shares would, inter alia, require appropriate adjustments with respect to all the stock options of the Bank
under The Employee Stock Option Scheme 2000, pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and any amendments
thereto from time to time, such that all stock options which are available for grant and those already granted but not exercised
as on Record Date shall be proportionately adjusted. The bonus issue would also require appropriate adjustments to the ADSs considering
the terms of the ADSs which entitles an ADS holders to two equity shares for one Depository Receipt (DR) held by them.
Presently,
the Authorised Share Capital of your Bank is
Rs.
1775,00,00,000/- (Rupees
One Thousand Seven Hundred and Seventy Five Crores) divided into:
i.
637,50,00,000 (Six Hundred Thirty Seven Crores and Fifty Lakhs) equity shares of
Rs.
2 (Rupees Two) each,
ii. 150,00,000 (One Crore Fifty Lakhs) shares of
Rs.
100 (Rupees One Hundred) each which shall be of such class and with rights, privileges, conditions or restrictions as may be determined
by the company in accordance with these presents and subject to the legislative provisions for the time being in that behalf, and
iii.
350 (Three Hundred and Fifty) preference shares of
Rs.
100,00,000 (Rupees
One Crore) each.
It
is necessary to increase the quantum of authorised share capital to facilitate issuance of bonus shares and for future requirements
if any. Hence it is proposed to increase the Authorised Share Capital to
Rs.
2500,00,00,000 (Rupees Two thousand five hundred crores only) divided into 1000,00,00,000 equity shares of
Rs.
2 each, 150,00,000 shares of
Rs.
100 each and 350 preference shares
of
Rs.
100,00,000 each by creation of additional 362,50,00,000 equity
shares of
Rs.
2 each.
The
increase in Authorised Share Capital as aforesaid would require consequential amendments to the existing capital clauses in the
Memorandum and Articles of Association of the Bank.
The
increase in Authorised Share Capital and amendments to relevant clauses of the Memorandum and Articles of Association of the Bank
and issue of bonus equity shares are subject to Members’ approval in terms of Sections 13,14, 61 and 63 of the Companies
Act, 2013 and any other applicable statutory and regulatory approvals.
Accordingly,
the resolutions 1, 2 and 3 of the Postal Ballot Notice seek Members’ approval for increase in Authorised share capital and
consequential amendments to Memorandum of Association and Articles of Association of the Bank and capitalisation of the amount
standing to the credit of Securities Premium Account for the purpose of issue of bonus equity shares on the terms and conditions
set out in the resolution.
The
Board recommends the resolutions 1, 2 and 3 for approval of the Members.
Members
may kindly note that the Bonus shares/ consequent ADS proposed to be issued, subject to approval of Members will not be eligible
for dividend in respect of financial year ending March 31, 2017 which is being proposed at the forthcoming Annual General Meeting
of the Bank.
None
of the Directors or Key Managerial Personnel of the Bank or their relatives are in any way concerned or interested, financially
or otherwise in the resolutions 1, 2 and 3 of the Notice except to the extent of their shareholding and outstanding employee stock
options in the Bank.
Item
No. 4
SEBI
(Share Based Employee Benefits) Regulations, 2014 defines Exercise Period as the time period after vesting within which an employee
should exercise his/her right to apply for shares against the vested options. Members
vide
Postal Ballot resolution passed
on April 22, 2016 approved the amendment to the ‘Employees Stock Option Scheme – 2000 ’ (ESOS scheme) of the
Bank relating to the definition of Exercise Period as under :
“Exercise
Period means the period commencing from the date of vesting of Options and ending on the tenth anniversary of the date of vesting
of Options.”
It
is now proposed to amend this definition of Exercise Period as under:
“Exercise
Period means the period commencing from the date of vesting and will expire on completion of such period not exceeding ten years
from the date of vesting of Options as may be determined by the Board Governance, Remuneration & Nomination Committee (“BGNRC”)
for each grant”.
The
amendment is intended to cover only future grants to be made and would come into effect only after approval by Members and will
not cover grants already made. There is no incremental Exercise Period being granted or proposed. The present definition provides
for a fixed term Exercise Period of ten years and does not allow flexibility to align the Exercise Period of future grants to reflect
the time horizon of short term and long term strategies of the Bank. The amendment would enable grants to be made with appropriate
Exercise Period(s) for each grant after vesting to better align (i) employee efforts to the articulated strategy; and (ii) the
compensation payout schedules for senior management to the time horizon of risks.
As
per the SEBI Regulations, any variation to the terms of the Scheme requires the approval of Members by way of a special resolution.
There are no other changes to the existing terms of the Scheme. None of the Directors or Key Managerial Personnel of the Bank including
their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution except to the extent
of grant of stock options to them, if any, under the said Scheme.
A copy
of the draft amended Scheme would be available for inspection at the Registered Office of the Bank on all working days from 11:00
a.m. IST to 1:00 p.m. IST upto June 12, 2017.
For
and on behalf of the Board of Directors
P.
Sanker
Senior
General Manager (Legal) & Company Secretary
Mumbai,
May 5, 2017
Item
4
ICICI Bank Limited
Registered
Office:
ICICI Bank Tower
,
Near Chakli Circle, Old Padra Road
,
Vadodara 390 007, Phone: 0265-6722286
Corporate Office: ICICI Bank
Towers, Bandra-Kurla Complex, Mumbai 400 051
Phone: 022-26538900, Fax:
022-26531230
CIN: L65190GJ1994PLC021012,
Website:
www.icicibank.com
, Email:
investor@icicibank.com
Sr. No.
POSTAL
BALLOT FORM
|
1.
|
Name(s)
of the Member(s) :
[including
joint-holder(s), if any]
|
|
2.
|
Registered
Address of the :
sole/first named Member
|
|
3.
|
Folio
No./DP ID/Client ID* :
(*applicable
only to Members holding Shares
in dematerialised form)
|
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4.
|
Number
of Equity Share(s) held :
|
|
5.
|
I/We
hereby exercise my/our vote(s) in respect of the following Resolution(s) to be passed
through Postal Ballot for the special business stated in the Postal Ballot Notice dated
May 5, 2017 of ICICI Bank Limited (“the Bank”), by conveying my/our assent
or dissent to the said Resolution(s) by placing the tick (
ü
) mark at the appropriate
box below:
|
Sr.No.
|
Details
of Resolution
|
No.
of Equity Shares
|
I/We
assent to the Resolution (FOR)
|
I/We
dissent to the Resolution (AGAINST)
|
1.
|
Ordinary Resolution for increase in the Authorized Share Capital of the Company and consequent amendment to the Capital Clause of the Memorandum of Association.
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2.
|
Special Resolution for alteration of Capital Clause of Article of Association.
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3.
|
Ordinary Resolution for
issue of Bonus Shares in proportion of 1:10 i.e. 1 (one) equity share of Rs. 2/- each for every 10 (ten) fully paid-up equity
shares of Rs. 2/- each.
|
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4.
|
Special Resolution for Amendment to the Employee Stock Option Scheme
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Place:
Date:
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# E-mail address:
Tel. No.:______________
# To be provided by the Members
holding Equity Shares in physical form. Members holding shares in electronic form who have not registered their email ID with
the depository participant (DP) may please update their email IDs/contact number with their DP.
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Signature of the Member
|
ELECTRONIC
VOTING PARTICULARS
EVEN
(E-Voting
Event Number)
|
USER
ID
|
PASSWORD/PIN
|
|
|
|
Note : Please read the instructions
given overleaf carefully before exercising your vote.
Instructions
for filling Postal Ballot Form:
|
i.
|
A Member
desirous of exercising his/her vote by Postal Ballot should complete and sign this Postal Ballot Form and send it to the Scrutinizer,
Mr. Alwyn D’Souza of Alwyn D’Souza & Co., Company Secretaries at 3i Infotech Limited, Tower No. 5, 3
rd
floor, International Infotech Park, Vashi Railway Station Complex, Vashi, Navi Mumbai 400 703, India in the attached postage pre-paid
self-addressed Business Reply Envelope (BRE). Postage charges will be borne and paid by the Bank. Postal Ballot Form(s), if deposited
in person or sent by courier or registered/speed post at the expense of the Member will also be accepted.
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ii.
|
The consent
must be accorded by recording the assent in the column ‘FOR’ or dissent
in the column ‘AGAINST’ by placing a tick mark (
√
)
in the appropriate box in the Postal Ballot Form. The assent or dissent received in any other physical form shall be considered
invalid.
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|
iii.
|
This Form
should be completed and signed by the Member (as per the specimen signature registered with the Bank/Registrar and Transfer Agent
(RTA)/Depository Participant). In case of joint-holding, this Form should be completed and signed by the first named Member and
in his/her absence, by the next named Member.
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iv.
|
In case
of Equity Shares held by companies, trusts, societies etc., the duly completed Postal Ballot Form should be accompanied by a certified
copy of the relevant board resolution/appropriate authorisation with the specimen signature(s) of the authorised signatory(ies)
duly certified/attested.
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v.
|
Duly completed
Postal Ballot Form should reach the Scrutinizer not later than Monday, June 12, 2017, 5.00 p.m. (IST). All Postal Ballot Forms
received after this date will be considered invalid. The Scrutinizer will submit the report to the Chairman of the Bank after completion
of the scrutiny and the results of the Postal Ballot will be announced on Wednesday, June 14, 2017.
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vi.
|
Incomplete,
unsigned, incorrect, defaced or mutilated Postal Ballot Forms will be rejected. The Scrutinizer’s decision on the validity
of a Postal Ballot Form will be final and binding.
|
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vii.
|
Members
are requested not to send any other paper along with the Postal Ballot Form in the enclosed postage pre-paid self-addressed BRE,
as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would not be considered and
would be destroyed by the Scrutinizer.
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viii.
|
The Bank
is also offering e-voting facility as an alternate, for all its Members to enable them to cast their votes electronically instead
of using the Postal Ballot Form. The detailed procedure for e-voting has been enumerated in the Notes to the Postal Ballot Notice
dated May 5, 2017.
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ix.
|
For every
Folio No./DP ID/Client ID, there will be only one Postal Ballot Form/e-voting irrespective of the number of joint-holder(s). Voting
rights in the Postal Ballot/e-voting cannot be exercised by a proxy.
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x.
|
The voting rights of the
Members shall be in proportion to their Equity Shares in the total paid-up Equity Share capital of the Bank as on May 5, 2017 subject
to the provisions of the Banking Regulation Act, 1949.
|
|
xi.
|
Members
can opt for only one mode of voting i.e. either by Postal Ballot or through e-voting.
In case you are opting for voting by Postal Ballot, then please do not cast your vote
by e-voting and vice versa. In case Members cast their votes both by Postal Ballot and
e-voting, the votes cast through e-voting shall prevail and the votes cast through Postal
Ballot Form shall be considered invalid.
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xii.
|
In case of non-receipt
of the Postal Ballot Form or for any query relating thereto, the Members may contact the Bank’s RTA,
3i
Infotech Limited, Tower No. 5, 3
rd
floor, International Infotech Park, Vashi Railway Station Complex, Vashi, Navi Mumbai
400 703, India or send an e-mail at
investor@icicibank.com
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
|
|
For ICICI
Bank Limited
|
|
|
|
|
|
|
Date:
|
May 9, 2017
|
|
By:
|
/s/ Shanthi Venkatesan
|
|
|
|
|
Name :
|
Ms. Shanthi Venkatesan
|
|
|
|
|
Title :
|
Deputy General Manager
|
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