RBL Bank Ltd. announced on Saturday that it will hold an extraordinary general meeting on May 4 to obtain shareholder approval for adjustments connected to Emirates NBD Bank’s intended investment. These include revised rights for nominating board members and updates to the bank’s articles of association. This development moves forward the Dubai-based institution’s proposal to secure a majority ownership in the private Indian bank.
The core pricing terms stay the same. Emirates NBD will purchase new shares in RBL Bank at Rs 280 each through a preferential issuance previously disclosed. The plan involves issuing up to 95.91 crore fully paid equity shares, or a reduced amount equivalent to 60% of the equity capital after issuance, depending on terms in the investment agreement.
The bank’s board endorsed an amendment to the agreement on April 11 to comply with requirements from the Reserve Bank of India’s approval. The RBI authorized Emirates NBD to acquire up to 74% of RBL Bank’s paid-up shares via a letter issued on April 1.
This deal represents a major foreign investment in an Indian private bank and would grant Emirates NBD operational control of RBL Bank upon completion. Indian regulations allow foreign ownership in private banks up to 74%, but holdings exceeding that by one foreign entity need regulatory consent.
NDTV Profit reported on April 2 that the RBI had greenlit Emirates NBD’s acquisition of a majority stake in RBL Bank, after approval from the Competition Commission of India. The transaction is anticipated to finalize in the first quarter of fiscal year 2027, pending further clearances and standard conditions.
Under the agreement, if Emirates NBD owns more than 50% of the bank, it can appoint all non-independent directors, including those in executive roles, in line with legal requirements. These nomination rights decrease with lower ownership levels. For stakes of 50% or less but at least 30%, it can name up to three non-executive directors. Rights diminish further for smaller holdings based on specific thresholds.
Shareholders will also consider approving fixed compensation for Chandan Sinha as the non-executive part-time chairman, as sanctioned by the RBI.
