RESULT OF POSTAL BALLOT

RESULT OF POSTAL BALLOT - AXIS BANK

Pursuant to the provisions of Section 192A of the Companies Act, 1956 read with Companies (passing of resolutions by postal ballot) Rules, 2011, the approval of the shareholders of Axis Bank Limited was sought by Postal Ballot to the proposals approved by the Board of Directors of the Bank at its meeting held on 17th December, 2012.

Shri Ashwin Lalbhai Shah, an Advocate of Gujarat High Court, who was appointed as the Scrutinizer to conduct the Postal Ballot process has submitted the Postal Ballot Result as per the statement attached.

We confirm that out of four resolutions proposed in the postal ballot notice dated 17th December, 2012, resolutions nos. 1, 2 and 3 are passed with the requisite majority. The Administrator of the Specified Undertaking of the Unit Trust of India (SUUTI) is holding 22.77% shares in the Bank. At present, as per the provisions of Section 12 (2) of the Banking Regulations Act, 1949 this voting power is limited to 10%. In case of Resolution No. 4 - total 16,92,86,325 votes are in favour and 6,67,77,243 votes are against. The above 71.71% votes in favour are arrived at on the basis of the number of votes of SUUTI limited to 10%.Thus, 71.71% of votes are in favour, while 28.29% of votes are against for Resolution No. 4, and therefore the Bank has not obtained the requisite majority of shareholders.

However, the Banking Regulation Act, 1949 has been amended by the Banking Laws (Amendment) Act, 2012 under which Reserve Bank of India (RBI) is given power to increase, in a phased manner, the ceiling on voting rights from 10% to 26%. By Notification No.S.O.192(E) dated 17.01.2013, the above amendment has come into effect from 18.01.2013. Axis Bank Limited has written a letter dated 23.01.2013 to the Reserve Bank of India (RBI) requesting for a clarification as to the extent upto which the above limit of 10% is increased for the above voting by the Administrator of the Specified Undertaking of the Unit Trust of India (SUUTI).

Till this date, no such clarification has been received from RBI in the above connection. As such, the votes given by SUUTI in favour are taken as limited to 10% of the total paid-up capital of the Bank. As and when the necessary clarification is received from RBI, necessary alteration in the result of voting on Resolution No.4 will be made, if required, and depending thereon, the said Resolution will be declared as approved or falling short of requisite majority.