Shareholders meeting

Sub: Information under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Postal Ballot Notice

Please find enclosed the Postal Ballot Notice dated February 9, 2022 which is being sent to the Members for seeking approval on following items of special business:

1. Appointment of Mr. Tarun Balram (DIN: 02445298) as Independent Director.
2. Appointment of Mr. Thiyagarajan Kumar (DIN: 00735914) as Independent Director.

In accordance with circulars issued by Ministry of Corporate Affairs (MCA), from time to time, the postal ballot notice is being sent only through electronic mode to those shareholders whose email addresses are registered with the Bank's Registrar and Share Transfer Agent viz., Link Intime India Private Limited and the Depositories viz. NSDL and CDSL on the cut-off date, i.e., Friday, February 11, 2022. The Bank has also made arrangements for those shareholders who have not yet registered their email address to get the same registered by following the procedure prescribed in the notice.

As per the provisions of the MCA circulars, shareholders can vote only through the remote e-voting process.

The e-votingperiod will commence on Monday, February 21, 2022 at 9.00 a.m. (IST) and ends on

Tuesday, March 22, 2022 at 5.00 p.m. (IST).

The notice containing e-voting instructions and other necessary details has been hosted on the website of the Bank www.dcbbank.com.

Please take the above information on record.

Yours faithfully,

For DCB Bank Limited

Digitally signed by

RUBI RUBI CHATURVEDI CHATURVEDI Date: 2022.02.16

12:14:20 +05'30'

Rubi Chaturvedi

Company Secretary &

Compliance Officer

Encl.: Postal Ballot Notice

DCB Bank Limited

Corporate & Registered Office: 6th Floor, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai - 400013

CIN: L99999MH1995PLC089008 Tel: +91 22 66187000 Fax: +91 22 66589970 Website: www.dcbbank.com

DCB Bank Limited

CIN: L99999MH1995PLC089008

Corporate & Registered Office: Peninsula Business Park,6th Floor,

Tower A, Senapati Bapat Marg, Lower Parel, Mumbai 400 013

Phone: +91 22 6618 7000 Fax: +91 66589970

Email Id :investorgrievance@dcbbank.comWebsite :www.dcbbank.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the

Companies (Management and Administration) Rules, 2014] Dear Member,

Notice is hereby given that pursuant to and in compliance with the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re- enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Secretarial Standard on General Meetings (SS-2) to the extent applicable read with the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, in relation to "Clarification on passing of Ordinary and Special Resolutions by Companies under the Act and the Rules made thereunder on account of the threat posed by COVID -19" and the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020 , the General Circular No. 39/2020 dated December 31, 2020 , General Circular No.10/2021 dated June 23, 2021 and General Circular 20/2021 dated December 8, 2021 in relation to extension of the framework provided in the aforementioned circulars up to June 30, 2022 issued by the Ministry of Corporate Affairs ("MCA Circulars") (including any statutory modification or re- enactment thereof for the time being in force, and as amended from time to time), and pursuant to other applicable laws and regulations, the special resolutions appended below are proposed for approval of the Shareholders of the Bank by means of Postal Ballot, only by way of Remote E-Voting process ("e-Voting"):

1. Appointment of Mr. Tarun Balram (DIN: 02445298) as Independent Director.
2. Appointment of Mr. Thiyagarajan Kumar (DIN: 00735914) as Independent Director.

The Explanatory Statement pursuant to Section 102 of the Act setting out the material facts in connection with resolution(s) mentioned in this Postal Ballot is annexed hereto for your consideration.

The Bank has, in compliance with Rule 22(5) of the The Companies (Management and Administration) Rules, 2014 (the Rules) appointed Ms. Aparna Gadgil (ACS 14713 & COP 8430) and failing her Mr. S. N. Viswanathan (ACS 61955 & COP 24335) of S N ANANTHASUBRAMANIAN & Co., Practicing Company Secretaries as the Scrutinizer for conducting the Postal Ballot and e-Voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

In compliance with the provisions of Section 108 and other applicable provisions of the Act, read with Rule 20 of the said Rules and Regulation 44 of the SEBI Listing Regulations and the MCA Circulars, Shareholders can vote only through the remote e-Voting process. Accordingly, the Bank is pleased to offer a remote e-Voting facility to all its Shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the Notes under the section "General Information and Instructions relating to e-Voting" in this Postal Ballot Notice (the "Postal Ballot Notice") to cast their vote electronically. Shareholders are requested to cast their vote through

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the e-Voting process not later than 5:00 p.m.(IST) on Tuesday, March 22, 2022 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

Upon completion of the e-Voting process, the Scrutinizer will submit his/her report to the person authorized by the Board of Directors. The results of voting conducted through Postal Ballot (through Remote e-Voting process) along with the Scrutinizer's Report shall be announced on or before Thursday, March 24, 2022 and shall be communicated to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together the "Stock Exchanges") and Central Depository Services (India) Limited ("CDSL"), and will also be displayed on the Bank's website: www.dcbbank.com.

SPECIAL BUSINESS:

Resolution No. 1: Appointment of Mr. Tarun Balram (DIN: 02445298) as

Independent Director

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule IV to the Act, and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Section 10 A(2A) of the Banking Regulation Act, 1949 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), Mr. Tarun Balram (DIN: 02445298), who was appointed as an Additional Independent Director of the Bank with effect from January 24, 2022 by the Board of Directors, in respect of whom the Bank has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director and Mr Tarun Balram having submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and the veracity of which has been assessed by the Board, be and is hereby appointed as an Independent Director of the Bank, for a continuous period of five years commencing from January 24, 2022 up to January 23, 2027, not liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act and the rules made thereunder, Mr. Tarun Balram shall be entitled to receive the remuneration/ fees/ commission as permitted to be received in capacity of an Independent Director under the Act and SEBI Listing Regulations, as recommended by the Nomination and Remuneration Committee and approved by the Board from time to time.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Resolution No. 2: Appointment of Mr. Thiyagarajan Kumar (DIN:00735914) as Independent Director

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule IV to the Act, and the Companies (Appointment and Qualification of

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Directors) Rules, 2014, as amended from time to time, Section 10 A(2A) of the Banking Regulation Act, 1949 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), Mr. Thiyagarajan Kumar (DIN:00735914) who was appointed as an additional Independent Director of the Bank on February 9, 2022 by the Board of Directors with effect from February 10, 2022, in respect of whom the Bank has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director and Mr. Thiyagarajan Kumar having submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and the veracity of which has been assessed by the Board, be and is hereby appointed as an Independent Director of the Bank, for a continuous period of five years commencing from February 10, 2022 up to February 09, 2027, not liable to retire by rotation."

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act and the rules made thereunder, Mr. Thiyagarajan Kumar shall be entitled to receive the remuneration/ fees/ commission as permitted to be received in capacity of an Independent Director under the Act and SEBI Listing Regulations, as recommended by the Nomination and Remuneration Committee and approved by the Board from time to time.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board of Directors

For DCB Bank Limited

Rubi Chaturvedi

Company Secretary

Membership No: (ACS 21562)

Place: Mumbai

Date: February 9, 2022

Registered Office:

CIN: L99999MH1995PLC089008 Peninsula Business Park

6th Floor, 601 & 602 Tower A Senapati Bapat Marg Lower Parel

Mumbai 400 013

E-Mail id: investorgrievance@dcbbank.com

Website address: www.dcbbank.com

NOTES:

1. The Explanatory Statement pursuant to Sections 102 and 110 of the Act, stating all material facts and the reasons for the proposals set out in Resolutions at Item Nos. 1 to 2 is annexed herewith.
2. The Postal Ballot Notice is being sent by electronic means to those Shareholders of the Bank whose names appear on the Register of Members/List of Beneficial Owners as on Friday, February 11, 2022 ("Cut-off Date") maintained by
   Bank/Depositories.

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1. In line with the extant MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those Members whose e-Mail addresses are registered with the Bank/Depositories.
2. Members may please note that the Postal Ballot Notice will also be available on the Bank's website atwww.dcbbank.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, website of Link Intime (India) Private Ltd.
   ("Registrar and Transfer Agents/RTA") at www.linkintime.co.inand on the website of Central Depository Services (India) Limited at www.evotingindia.com.
3. Members who have not registered their e-Mail address, are requested to register the same with the Depository through their Depository Participant(s) if the shares are held in electronic form and in respect of shares held in physical form by writing to the Bank's Registrar and Share Transfer Agents, Link Intime India Private Limited, Unit-DCB Bank Limited, C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai 400 083; Tel. No.: +91- 22-49186270; Fax No.: +91-22- 49186060; e-Mail:rnt.helpdesk@linkintime.co.in. Request can also be sent to the Bank at investorgrievance@dcbbank.com (foronline registration, please refer point no.16).
4. Resolutions passed by the Shareholders through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Shareholders.
5. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Bank as on the Cut-Off Date.
6. The voting rights are one vote per Share, registered in the name of the Members. Voting rights shall be reckoned on the paid-up value of the Shares registered in the name of the Shareholders as on Friday, February 11, 2022. A person who is not a shareholder on this Cut Off Date, should treat this Notice for information purpose only.
7. In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Bank has provided the facility to the Shareholders to exercise their votes electronically and vote on the resolutions through the e-Voting service facility arranged by Central Depository Services (India) Limited (CDSL). The instructions for e-Voting are provided as part of this Postal Ballot Notice.
8. Shareholders desiring to exercise their vote through the Remote e-Voting process are requested to read the instructions in the Notes under the section
   "General Information and Instructions relating to e-Voting" in this Postal Ballot
   Notice.
9. Remote e-Voting period shall commence at 9:00 a.m. (IST) on Monday, February 21, 2022 and shall end at 5:00 p.m.(IST) on Tuesday, March 22, 2022. Shareholders are requested to cast their vote through the e-Voting process during the e-Voting period but not later than 5:00 p.m.(IST) on Tuesday, March 22, 2022 to be eligible for being considered, failing which it will be strictly considered that no vote has been cast by the shareholder.
10. The Board of Directors of the Bank has appointed Ms. Aparna Gadgil (ACS 14713 & COP 8430) and failing her Mr. S. N. Viswanathan (ACS 61955 & COP 24335) of S N ANANTHASUBRAMANIAN & Co., Practicing Company Secretaries as Scrutinizer, to scrutinize the Postal Ballot through Remote e- Voting process in a fair and transparent manner and they have communicated their willingness for such appointment and will be available for the said purpose.

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