RBL Bank Ltd. on Saturday said that it has called an extraordinary general meeting on May 4 to seek shareholder approval for changes linked to Emirates NBD Bank's planned investment, including revised board nomination rights and amendments to the bank's articles of association. The move advances the Dubai lender's proposed acquisition of a controlling stake in the private sector bank.
The key pricing detail remains unchanged. Emirates NBD is set to subscribe to new RBL Bank shares at Rs 280 per equity share under the preferential allotment announced earlier. The proposed issue covers up to 95.91crore fully paid-up equity shares, or a lower number equal to 60% of the post-issue equity capital, subject to adjustments under the investment agreement.
The bank said its board approved an amendment agreement on April 11 to align the original October 2025 investment pact with conditions set out in the Reserve Bank of India's approval. The central bank had cleared Emirates NBD to acquire up to 74% of RBL Bank's paid-up share capital through a letter dated April 1.
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The transaction is set to become one of the most significant foreign investments in an Indian private lender and would give Emirates NBD management control of RBL Bank once completed. India permits foreign investment of up to 74% in private banks, though larger holdings by a single foreign institution require regulatory approval.
NDTV Profit had reported on April 2 that the RBI had approved the proposed acquisition of majority shareholding in RBL Bank by Emirates NBD, following earlier clearance from the Competition Commission of India. The deal is expected to close in the first quarter of FY27, subject to remaining approvals and customary conditions.
Deal Terms
Under the deal structure, if Emirates NBD holds more than 50% of the bank, it can nominate all non-independent directors, including executive directors, subject to applicable law. That right reduces as shareholding falls. If its stake is 50% or below but at least 30%, it may nominate up to three non-executive directors. Below that, the number falls further based on ownership thresholds.
RBL Bank also said shareholders will vote on approval for fixed remuneration payable to Chandan Sinha as non-executive part-time chairman, as approved by the RBI.
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