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1 IDBI BANK LIMITED CIN L65190MH2004GOI [Regd. Office IDBI Tower, WTC Complex, Cuffe Parade, Mumbai , Tel.:(022) / , Fax-(022) , website- Policy on Disclosure of Price Sensitive Information by IDBI Bank Compliance of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 [Approved by Board at its meeting held on November 04, 2015] In terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations), the Board has approved the following Policy for Disclosure of Price Sensitive Information by IDBI Bank : I. List of Events (as applicable / relevant to IDBI Bank)to be mandatorily disclosed to Stock Exchanges without applying the criteria of materiality, in terms of Para A, Part A of Schedule III of the SEBI Regulations 1. Acquisition(s)(includingagreementtoacquire),SchemeofArrangement(a malgamation/merger/ demerger/restructuring),orsaleordisposalofanyunit(s),division(s)orsubsi diaryofidbi Bankoranyotherrestructuring. Explanation. Forthepurposeofthissub- para,theword acquisition shallmean,- (i) acquiringcontrol,whetherdirectlyorindirectly;or, (ii) acquiringoragreeingtoacquireshares orvotingrights in,acompany,whetherdirectlyorindirectly,suchthat (a)thelistedentityholdssharesorvotingrightsaggregatingtofivepercent ormoreofthesharesorvotingrightsinthesaidcompany,or; (b)therehasbeenachangeinholdingfromthelastdisclosuremadeund ersub-clause(a)ofclause(ii)oftheexplanationtothissubparaandsuchchangeexceedstwopercentofthetotalshareholdingo rvotingrightsinthesaidcompany. 2. Issuanceorforfeitureofsecurities,splitorconsolidationofshares,buybackof securities,anyrestrictionontransferabilityofsecuritiesoralterationinterms orstructureofexistingsecuritiesincludingforfeiture,reissueofforfeitedsec urities,alterationofcalls,redemptionofsecuritiesetc. 3. RevisioninRating(s). 4. OutcomeofMeetingsoftheBoardofDirectors:IDBI
2 BankshalldisclosetotheExchange(s),within30minutesoftheclosureofth emeeting,heldtoconsiderthefollowing: a) dividendsand/orcashbonusesrecommendedordeclaredorthedecisiont opassanydividendandthedateonwhichdividendshallbe paid/dispatched; b) anycancellationofdividendwithreasonsthereof; c) thedecisiononbuybackofsecurities; d) thedecisionwithrespecttofundraisingproposedtobeundertaken e) increase in capital by issue of bonus shares through capitalizationincludingthedateonwhichsuchbonussharesshallbecr edited/dispatched; f) reissueofforfeitedsharesorsecurities,ortheissueofsharesorsecuritieshe ldinreserveforfutureissueorthecreationinanyformormannerofnewsha resorsecuritiesoranyotherrights,privilegesorbenefitstosubscribeto; g) shortparticularsofanyotheralterationsofcapital,includingcalls; h) financial results; i) decisiononvoluntarydelistingfromstockexchange(s). 5. Agreements(viz.shareholderagreement(s),jointventureagreement(s),fam ilysettlementagreement(s)(totheextentthatitimpactsmanagementandcont rolofthelistedentity),agreement(s)/treaty (ies)/contract(s)withmediacompanies)whicharebindingandnotinnormalc ourseofbusiness,revision(s)oramendment(s)andtermination(s)thereof. 6. Fraud/defaultsbypromoterorkeymanagerialpersonnelorbylistedentityora rrestofkeymanagerialpersonnelorpromoter. 7. Changeindirectors,keymanagerialpersonnel(ManagingDirector,ChiefEx ecutiveofficer,chieffinancialofficer,companysecretaryetc.),auditora ndcomplianceofficer. 8. Appointmentordiscontinuationofsharetransferagent. 9. Corporatedebtrestructuring. 10. Onetimesettlementwithabank. 11. ReferencetoBIFRandwinding-uppetitionfiledbyanyparty/creditors. 12. IssuanceofNotices,callletters,resolutionsandcircularssenttoshareholders,debentureholdersorcreditorsoranyclassofthemoradvertisedinthemediab yidbi Bank. 13. ProceedingsofAnnualandextraordinarygeneralmeetingsofIDBI Bank. 14. AmendmentstomemorandumandarticlesofassociationofIDBI Bank,inbrief. 15. ScheduleofAnalystorinstitutionalinvestormeetsandpresentationsonfinan
3 cialresultsmadebyidbi Banktoanalystsorinstitutionalinvestors. II. (A) List of Events (as applicable / relevant to IDBI Bank)which shall be disclosed upon application of the criteria for materiality referred under sub-regulation (4) of Regulation 30 and reproduced at Para III below, in terms of Para B, Part A of Schedule III of the SEBI Regulations 1. Commencementoranypostponementinthedateofcommencementofcommer cialproduction /commercialoperationsofanyunit/division. 2. Changeinthegeneralcharacterornatureofbusinessbroughtaboutbyarrang ementsforstrategic,technical,manufacturing,ormarketingtieup,adoptionofnewlinesofbusinessorclosureofoperationsofanyunit/divisi on(entiretyorpiecemeal). 3. Capacityadditionorproductlaunch. 4. Awarding, bagging/ receiving, amendment or termination of awarded/baggedorders/contractsnotinthenormalcourseofbusiness. 5. Agreements(viz.loanagreement(s)(asaborrower)oranyotheragreement(s)w hicharebindingandnotinthe normalcourseofbusiness)andrevision(s)oramendment(s)ortermination(s)t hereof. 6. Disruptionofoperationsofanyoneormoreunitsordivisionsofthelistedentityd uetonaturalcalamity(earthquake,flood,fireetc.),forcemajeureoreventssuch asstrikes,lockoutsetc. 7. Effect(s)arisingoutofchangeintheregulatoryframeworkapplicabletotheliste dentity 8. Litigation(s)/dispute(s)/regulatoryaction(s)withimpact. 9. Fraud/defaults,etc.bydirectors(otherthankeymanagerialpersonnel)orem ployeesoflistedentity. 10. OptionstopurchasesecuritiesincludinganyESOP/ESPSScheme. 11. Givingofguaranteesorindemnityorbecomingasuretyforanythirdparty. 12. Granting,withdrawal, surrender,cancellationorsuspensionofkeylicensesorregulatory approvals.
4 (B)Anyotherinformation/eventviz.majordevelopmentthatislikelytoaffectbusiness,e.g.emerg enceofnewtechnologies,expiryofpatents,anychangeofaccountingpolicythatmayhav easignificantimpactontheaccounts,etc.andbriefdetailsthereofandanyotherinformatio nwhichisexclusivelyknown to IDBI Bankwhich maybe necessarytoenabletheholders ofsecuritiestoappraiseits positionandtoavoidtheestablishmentofafalsemarketinsuchsecurities. (C) Without prejudice to the generality of Para I, II(A) and II(B) above, IDBI Bank will make disclosures of event / information as specified by the Board from time to time. III. Criteria of Materiality to be applied to the events listed under Para II above IDBI Bankshallconsiderthefollowingcriteriafordeterminationofmaterialityofevents /information as listed under Para II above : (a) theomission ofanevent or information,whichislikelyto result indiscontinuityoralterationofeventorinformationalreadyavailablep ublicly;or (b) theomissionofaneventorinformationislikelytoresultinsignificantma rketreactionifthesaidomissioncametolightatalaterdate; (c) Incasewherethecriteriaspecifiedinsubclauses(a)and(b)arenotapplicable,anevent/informationmaybetre atedasbeingmaterialifintheopinionofthekey Managerial Personnel, authorized by the Board of directors, i.e., MD& CEO / DMD(s) / Company Secretary, the event / information is considered material. IV. Timelines to be complied by IDBI Bank for Disclosure of Price Sensitive Information in terms of Regulation 30(6) of the SEBIRegulations IDBI Bank shall first disclose to stock exchanges all events or information as given at Para I and II read with III above as soon as reasonably possible and not later than 24 hours from the occurrence of event or information; Providedthatincasethedisclosureismadeafter24hoursofoccurrenceoftheeven torinformation,idbi Bank shall,alongwithsuchdisclosures,provideexplanationforsuch delay: Providedfurtherthatdisclosurewithrespecttoeventsspecifiedinsubpara4ofParaI above, i.e. Outcome of the Board Meetings, shallbemadewithin30minutesoftheconclusionoftheboardmeeting.
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