HDB HDFC Bank Limited

HDFC BANK LIMITED

/s/ Ajay Agarwal

HDFC Bank House,

Senapati Bapat Marg,

An explanatory statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”), setting out all material facts relating to the resolution contained in this Notice is appended herein below for information and consideration of Members and the same should be considered as part of this Notice.

Relevant documents referred to in this Notice shall be available for inspection electronically by the Members until 5:00 p.m. (IST) of the last date of remote e-voting of this Postal Ballot i.e. Saturday, January 11, 2025. Members who wish to inspect the documents are requested to send an email from their registered e-mail address to lakshmi.shetty@hdfcbank.com with a copy marked to shareholder.grievances@hdfcbank.com mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect.

The Board of Directors has appointed Ms. Manisha Maheshwari, Partner of M/s. Bhandari & Associates, Practicing Company Secretaries and in her absence Mr. V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company Secretaries, as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.

In accordance with the MCA Circulars and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Bank is sending the Postal Ballot Notice in electronic form only, instead of dispatching hard copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through remote e-voting only.

The Postal Ballot Notice is being sent by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories, National Securities Depository Limited (the “NSDL”) and Central Depository Services (India) Limited (the “CDSL”) as on Friday, December 6, 2024 (the “Cut-Off Date”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Bank, Datamatics Business Solutions Limited (the “RTA”), in accordance with the provisions of the Act read with the rules made thereunder and the framework provided under the MCA Circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a Member as on the Cut-Off Date should treat this Notice for information purposes only. This Notice is also available at the Bank’s website: https://www.hdfcbank.com/personal/about-us/postal-ballot and the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of NSDL at https://www.evoting.nsdl.com.

In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations as amended from time to time, read with the relevant circulars, and the applicable MCA Circulars, the Bank is pleased to offer remote e-voting facility to Members to cast their vote electronically.

The Bank has engaged NSDL (hereinafter referred to as “NSDL” or “Service Provider”) for facilitating remote e-voting to enable the Members to cast their votes electronically for this Postal Ballot.

To facilitate the Members who are eligible to vote as on Cut-Off Date and have not registered their e-mail address, the Bank has made special arrangements with its RTA, for registration of e-mail addresses in accordance with the MCA Circulars. The process for registration of e-mail address is as under:

Members who have not registered their e-mail address and as a result of which the Postal Ballot Notice could not be serviced, may temporarily get their e-mail address registered with the Bank’s RTA, by clicking the link: https://hbemailregistration.datamaticsbpm.com and following the registration process as guided thereafter.

It is clarified that for permanent registration of e-mail address, Members are requested to register their e-mail addresses as follows:

Those Members who have already registered their e-mail address are requested to keep their e-mail addresses validated with their DP / the Bank’s RTA, to enable servicing of notices, documents, annual reports and other communications electronically in future.

The process and manner for remote e-voting is explained as below:

Process for e-Voting:

Login through

DP

Members already registered for NSDL IDeAS

Facility

Members not registered for NSDL IDeAS

Facility

Members can also login using the login credentials of their demat account through their DP registered with NSDL/ CDSL for

e-voting facility

May register at the option available

at www. cdslindia.com

After login, you will

be able to see e-voting option

Click on e-voting option

Alternatively, the Members may visit the e-voting website

of NSDL at https:// www.evoting.nsdl.com either on a Personal Computer or on a Mobile

Alternatively, the Member can directly access

e-voting page by providing Demat Account Number and PAN No. from a link in www. cdslindia.com home page

Kindly enter your User ID and Password/OTP/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.com with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, Click on e-voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page

After successful authentication, you will be redirected to NSDL Depository site wherein

you can see

e-voting services.

8 Character DP ID

followed by 8 Digit Client ID

(For example, if your DP ID is IN300*** and Client ID is 12******, then your user

ID is IN300*** 12******)

16 Digit Beneficiary ID

(For example, if your

Beneficiary

ID

is 12******

********, then your user ID is 12******

********)

EVEN i.e. 132346+ Folio Number registered with the Bank

(For example, if your Folio Number is 001***

and EVEN is 132346,

then your user ID is

001******)

After successful login as mentioned above, cast your vote by selecting appropriate option 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.

Once you cast vote and upon confirmation, the message “Vote cast successfully” will be displayed.

You shall also receive a confirmatory SMS from NSDL that the vote has been cast.

Password for e-voting:

Password details for Members holding shares in physical form or Members other than individuals are given below:

How to retrieve your ‘initial password’?

If your e-mail is registered, your ‘initial password’ is communicated to you on your e-mail. Trace the e-mail sent to you from NSDL in your mailbox from evoting@nsdl.com. Open the e-mail and the attachment i.e., .pdf file.

In case you have not registered your e-mail address, you may obtain the User ID and password by sending a request to evoting@nsdl.com.

If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:

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.

“Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, PAN, name and registered address.

Members can also use OTP based login for casting votes on e-voting system of NSDL.

After entering your password, click on Agree to “Terms and Conditions” by selecting on the check box.

Click on “Login” button.

After clicking the “Login” button, home page of e-voting will open.

Kindly follow the e-voting process mentioned above for casting your vote.

Help desk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depositories i.e., NSDL and CDSL

Some of the important details regarding the e-voting facility are provided below:

The voting rights of Members shall be in proportion to the amount paid up on the total number of equity shares held by the respective Member with the total equity share capital issued by the Bank as on the Cut-Off Date i.e. Friday, December 6, 2024.

In case of joint holders, the Member whose name appears higher in the order of names as per the Register of Members of the Bank will be entitled to vote.

Institutional shareholders /Corporate Members (i.e. other than individuals, HUF, NRI etc.), are requested to send a certified scanned copy (PDF/JPG Format) of the board resolution relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorised to vote on their behalf, to the Scrutinizer by sending an e-mail to bhandariandassociates@gmail.com with a copy marked to evoting@nsdl.com by quoting the concerned DP ID and Client ID or Folio Number. The said documents can also be uploaded under “Upload Board Resolution/Authority Letter” displayed under “e-voting” tab.

The Scrutinizer will submit the results of the remote e-voting to the Chairman of the Bank or the Authorized Officer(s) of the Bank after completion of the scrutiny of the e-voting.

The result of the Postal Ballot along with the Scrutinizer’s Report will be displayed on the Bank’s website https://www.hdfcbank.com/personal/about-us/postal-ballot, on the website of NSDL at https://www.evoting.nsdl.com and shall be communicated to the Stock Exchanges where the Bank’s shares are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com, within two (2) working days from the end of the e-voting period, and shall be displayed at the Registered Office of the Bank.

The resolution, passed by the Members through Postal Ballot is deemed to have been passed as if the same was passed at a general meeting of the Members convened in that regard. The resolution, if approved by the requisite majority of Members by means of Postal Ballot, shall be deemed to have been passed on the last date of remote e-voting, i.e. Saturday, January 11, 2025.

•  Bachelor’s degree in Computer Science from University of Mysore;

•  Master of Business Administration (MBA) in Information Systems from University of Alabama, Birmingham (UAB)

Mr. Santhosh Iyengar Keshavan has 30 years of global business and technology experience in financial industries. His experience includes major business transformations, merger & acquisitions, managing product launches, setting up global operations, and managing companies through financial challenges. He has an entrepreneurial mindset, accumulated from diverse experience spanning startups, technology companies to large publicly traded banking and financial corporations. Mr. Keshavan is deeply knowledgeable about enterprise technology, cyber security, operations, customer experience, strategic planning, vendor management financial analysis, and overall risk management. He has worked across retirement, employee benefits, asset management, insurance, and banking sectors. He has extensive experience partnering with technology, audit, HR, and risk committees.

Currently, Mr. Keshavan is the Executive Vice-President and Chief Information Officer of Voya Financial Inc. Mr. Keshavan was instrumental in starting Voya Global Services Private Limited (“Voya India”), currently serving as Chairperson, which is serving as a crucial talent base and global capabilities center for Voya India.

Before joining Voya in 2017, Mr. Keshavan served as Chief Information Officer, core banking for Regions Financial Corp. He managed the technology and operations teams, merger of Regions Financial Corp and AmSouth Bank and was part of the management team for turning the said Bank to sustained profitability post 2007 financial crisis.

Mr. Keshavan was previously the Vice-President of technology at Fidelity Investments where he led all aspects of pricing and cash management supporting the investment management and treasury functions. Prior to this role, he worked for SunGard Data Systems (now Fidelity Information Services – FIS) in variety of roles and eventually named as Managing Director of Retirement Services for International. He managed global teams with P&L responsibility and grew the business unit setting up green field operations including Japan, Australia, and India.

He serves as a trustee for New York Institute of Technology (since 2021).

Mr. Santhosh Iyengar Keshavan shall be appointed as an Independent Director, not liable to retire by rotation, to hold office for a period of three (3) years, with effect from November 18, 2024 to November 17, 2027 (both days inclusive).

In terms of and subject to the RBI’s Circular on Review of Fixed Remuneration granted to Non-Executive Directors (“NEDs”) dated February 9, 2024, and any other relevant RBI guidelines in relation to compensation to NEDs, each of the aforesaid as may be amended, restated, replaced or modified, from time to time, and all applicable provisions of the Companies Act, 2013 and the rules thereunder, as may be amended, restated, replaced or modified, from time to time, Mr. Keshavan shall be paid fixed remuneration of Rs. 30,00,000 (Rupees Thirty Lakh only) per annum till the end of his tenure (on proportionate basis), being commensurate with the director’s responsibilities and demands on time (however, in case of any change in the limits in this regard under applicable law / relevant RBI guidelines or any other remuneration or compensation including in different form being allowed under applicable law / relevant RBI guidelines, then payment of the fixed remuneration and/or such compensation at the highest of the then applicable limits in this regard under such applicable law/RBI guidelines, from time to time), and subject to and in accordance with the decisions in this regard and/or the applicable / relevant policy, if any, of the Board or the relevant Committee thereof, in addition to payment of sitting fees and reimbursement of expenses for attending the Board and Committee meetings and other meetings of the Bank.

Appointed with effect from November 18, 2024, subject to approval of the Members of the

Bank

Directorships, Trusteeships,

Partnerships, etc. held in

other companies, firms,

trusts, entities, etc.

Listed Companies: None

Unlisted Companies:

Voya Global Services Private Limited – Director

Trusteeships:

New York Institute of Technology - Trustee

Memberships / chairmanships

of committees of the Boards

of other companies

Listed entities from which the

person has resigned from the

directorship in the past three

years

The Board of Directors of the Bank is of the opinion that Mr. Santhosh Iyengar Keshavan has an entrepreneurial mindset, accumulated from diverse experience spanning startups, technology companies to large publicly traded banking and financial corporations. He is deeply knowledgeable about enterprise technology, cyber security, operations, customer experience, strategic planning, vendor management financial analysis, and overall risk management. His association would be of immense benefit and value to the Bank and therefore, the Board recommends his appointment as an Independent Director to the Members.

In the opinion of the Board of Directors, Mr. Santhosh Iyengar Keshavan is independent of the management of the Bank and fulfils the conditions specified in the Companies Act, 2013, the rules made thereunder and SEBI Listing Regulations, for appointment as an Independent Director.

HDFC Bank House,

Senapati Bapat Marg,

Lower Parel (West),

Mumbai 400 013