Intimation letter seeking Super Majority Approval for the proposed IPO of Fincare Small Finance Bank Limited (“Fincare SFB”)

Dear Shareholder,

Pursuant to a letter dated July 01, 2022, we have been informed that subject to market conditions and receipt of applicable regulatory approvals and corporate authorizations, Fincare SFB is proposing to undertake an initial public offering of its equity shares (“IPO”) in accordance with applicable laws.

As you are aware, presently, the Share Purchase and Share Subscription Agreement dated January 9, 2017, as amended pursuant to first amendment agreement dated February 27, 2019 (“SPSSA”) and the articles of association (“AoA”) of Fincare Business Services Limited (“FBSL”) (as amended pursuant to resolutions of the board of directors and shareholders of FBSL dated April 27, 2021 and April 30, 2021, respectively) provide the shareholders of FBSL, in accordance with the terms and conditions set out thereunder, certain rights which pertain to the operation and management of Fincare SFB, or which will otherwise be pertaining to the proposed IPO by Fincare SFB (“SFB Matters”). A list of such matters is enclosed to this letter as Annexure I.

In light of the proposed IPO and the resultant change in the status of Fincare SFB as a listed company, and in order to ensure compliance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, you are hereby: requested to provide your consent in relation to the items set out under ‘Super Majority Matters’ in Annexure I attached hereto, and the ‘Majority Matters’ in terms of the SPSSA, in relation to the following:

(i) any amendments to the Fincare SFB ESOP Scheme 2018, to the extent required pursuant to the proposed listing of Fincare SFB, to ensure compliance with the applicable regulations issued by the Securities and Exchange Board of India (“SEBI”);

(ii) the proposed changes in the capital structure of Fincare SFB, pursuant to the proposed issuance of equity shares by Fincare SFB in the IPO or a pre-IPO placement as disclosed in the draft red herring prospectus to be filed by Fincare SFB, as the case may be;

(iii) the proposed transfer of equity shares held by FBSL in Fincare SFB, as part of the offer for sale in the proposed IPO by Fincare SFB; and

(iv) the issue of shares pursuant to the proposed IPO.

In addition to the above, you are hereby requested to also provide your consent for the board of directors of FBSL (“Board”) to decide on such ancillary matters as may be required to be undertaken by FBSL in relation to or pertaining to the proposed IPO, including authorising the Managing Director/ Directors and/or the Company Secretary and/or the Chief Financial Officer to carry out all such acts, deeds, matters and things as may be deemed necessary in connection with the proposed IPO.

You are hereby also informed that the relevant SFB Matters under the SPSSA and the AoA, as set out under ‘Other Matters’ in Annexure I attached hereto, will accordingly be required to be waived/ amended in the manner provided for under the SPSSA or applicable law, as the case may be.

We would request you to acknowledge the receipt of this letter by sending us a countersigned copy of the consent and acknowledgement letter annexed hereto, for our records. Should you have any queries or comments to the proposed changes, timelines or process, please feel free to reach out to the undersigned, on or before 6:00 pm on July 23, 2022. In the event that we do not receive any feedback from you within these timelines, we reserve the right to accept that as your no-objection and consent to the proposed course of action as set out in this intimation letter.

We look forward to your continued support and cooperation.

Intimation letter

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