Axis Bank Regs Regulatory News (AXB)

Meeting of the Board of Directors of Axis Bank Limited (the "Company")

held on November 17, 2010

We wish to inform you that at a meeting of the Board of Directors of the Company ("Board") held today, the Board has considered and unanimously approved the acquisition by Axis Securities and Sales Limited ("ASSL"), a wholly owned subsidiary of the Company, of the financial services business of Enam Securities Private Limited ("Enam"), comprising the businesses of investment banking, equity capital markets, debt capital markets, stock broking (retail and institutional) and initial public offering ("IPO") application financing and loans against shares for the purpose of share acquisitions, distribution of third party products (including broking and commission of mutual funds, equity IPOs, capital gain bonds, fixed deposits, RBI bonds) and other financial products, advisory services in relation to the aforesaid and research, conducted by ESPL directly and through its wholly owned subsidiaries in India and overseas, namely, Enam Securities Direct Pvt. Ltd., Enam International Ltd. (UAE), Enam Securities Europe Limited (UK), Enam Finance Pvt. Ltd. (collectively, the "Enam Financial Services Business") by the Company.

The Enam Financial Services Business is proposed to be transferred to ASSL by way of a demerger pursuant to a scheme of arrangement under Sections 391-394 and other applicable provisions of the Companies Act, 1956 between the Company, Enam and ASSL and their respective shareholders and creditors ("Scheme"), which scheme was tabled and approved by the Board at its meeting.

In consideration for the demerger, the Board of Directors of the Company has approved that the Company shall issue an aggregate of 1,37,82,600 equity shares of face value Rs. 10 (Rupees Ten Only) each credited as fully paid up in exchange for 24,18,000 equity shares of Rs. 10 (Rupees Ten Only) each fully paid up shares held by the shareholders of Enam ("Share Entitlement Ratio"). The Share Entitlement Ratio has been arrived at based on the valuation report prepared by Haribhakti & Co. and confirmed under a fairness opinion prepared by Macquarie Capital Advisers (India) Pvt. Ltd. submitted to the Board at its meeting.

The Scheme is subject to the receipt of necessary approvals under applicable law, including the approval of the shareholders and creditors of the Company, Enam and ASSL and the relevant High Courts and the Reserve Bank of India.

The Board also approved the execution of agreements relating to the Acquisition, including an Implementation Agreement between the Company, ASSL, Enam and the Enam Shareholders, which provides the terms and conditions for the transfer of the Financial Services Business and related matters and a Brand License Agreement licensing the right to use the "Enam" brand to the Company and its affiliates for an agreed period.

A joint press release from the parties in relation to the transaction is enclosed.