Axis Bank Limited — Capital/Financing Update 2021

Sep 1, 2021

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

AXIS/CO/CS/262/2021-22

September 2, 2021

Chief Manager, Listing & Compliance Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No. C/1, "G" Block Bandra-Kurla Complex Bandra (E), Mumbai – 400 051

NSE Symbol: AXISBANK

The Deputy General Manager, Listing Department BSE Limited 1st Floor, New Trading Ring, Rotunda Building P. J. Towers, 'Dalal Street Fort, Mumbai – 400 001

BSE Scrip Code : 532215

Dear Sir(s),

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations")

This is with reference to our letter no. AXIS/CO/CS/251/2021-22 dated August 30, 2021, wherein we had informed that the Bank has initiated the process of issuing of the debt instruments in the form of the Additional Tier 1 Notes in foreign currency, subject to market conditions.

We are pleased to inform that the Bank, acting through its GIFT City branch, has completed the pricing of its U.S. dollar denominated Basel III Additional Tier 1 Notes (the "Notes").

The details of the Notes are as under:

Particulars	Details
Type of Instrument	USDdenominated,unsecured,BaselIIICompliant, Additional Tier 1 Notes
Rating	Notes are rated B1(hyb) by Moody's RatingServices
Use of proceeds	The proceeds of the Notes will be usedtowards financing or refinancing, in whole orin part, new or existing Eligible Green ProjectCategoriesandEligibleSocialProjectCategories under the Issuer's SustainableFinancing Framework.
Listing	The Notes will be listed on SGX-ST/ISM/INDIAINX IFSC/NSE IFSC.
Size of issue	USD 600,000,000
Tenure of the instrument – date of allotmentand date of maturity	Perpetual
Coupon/interest offered, schedule of paymentof coupon and principal	From and including the Issue Date to butexcluding 8March 2027(the "First ResetDate"), 4.10 per cent. per annum payablesemi-annually in arrearon each InterestPayment Date. Thereafter, at the relevantReset Interest Rate payable semi-annually inarrear on each Interest Payment Date.
Charge or security, if any, created over theassets	Unsecured

AXIS BANK Legal &CS: Axis House, Wadia International Centre, Pandurang Budhkar marg, Worli, Mumbai 400 025 Registered Address: "Trishul" - 3rd Floor, Opp. Samartheswar Temple, Near Law Garden, Ellisbridge, Ahmedabad - 380006. Telephone No.: 079-26409322 Fax No.: 079-26409322 CIN : L65110GJ1993PLC020769 Website: www.axisbank.com

Ranking	Senior to the rights and claims of holdersof equity shares and perpetual noncumulative preference shares of theIssuer;Paripassuandwithoutpreferenceamong themselves and with any otherclaims in respect of subordinated debtinstruments classified as Additional Tier 1Capital under the RBI Guidelines (otherthanperpetualnon-cumulativepreferences shares) and, to the extentpermitted by the RBI Guidelines, at leastparipassuwithanysubordinatedobligations that was eligible for inclusionin hybrid Tier 1 capital under the Basel IIguidelines of the RBI prevailing as at itsissue date; andSubordinatetotheclaimsofalldepositors and general creditors andholders of subordinated debt of the Issuer(including holders of Tier 2 Notes) otherthan any subordinated debt qualifying asAdditional Tier 1 Capital of the Issuer
Special right/interest/privileges attached to theinstrument and changes thereof	NA
Delay in payment of interest or principalamountfrom the due date or default in payment ofinterest or principal	The Issuer may, at its full discretion and as itdeems fit, in accordance with the RBIGuidelines, elect at any time to cancel (inwhole or in part) interest otherwise scheduledto be paid on an Interest Payment Date.Further, the Issuer will cancel (in whole or, asthe case may be, in part) the payment ofany interest otherwise scheduled to be paidon an Interest Payment Date to the extentthat such payment of interest on the Notes isnot permitted to be paid under the RBIGuidelines.
	"RBI Guidelines" means the RBI's MasterCircular -Basel III Capital Regulations RBI2015-16/58DBR.No.BP.BC.1/21.06.201/2015-16 dated 1 July 2015, read with RBI CircularNo.DBR.No.BP.BC.71/21.06.201/2015-16dated January 14, 2016 and RBI Circular No.DBR.BP.BC.No.50/21.06.201/2016-17datedFebruary 2, 2017, Basel III Capital Regulations–Implementation of Leverage Ratio dated 28June 2019 (bearing number RBI/2018-19/225DBR.BP.BC.No.49/21.06.201/2018-19)inrelationtominimumleverageratiorequirements,andBaselIIICapitalRegulations –Treatment of Debt MutualFunds/ETFs dated 6 August 2020 (bearingnumberRBI/2020-21/18DOR.No.BP.BC/5/21.04.201/2020-21)inrelationtocapitalcharge for market risk for banks investing indebt mutual funds or exchange tradedfunds, each as amended from time to time.

AXIS BANK Legal &CS: Axis House, Wadia International Centre, Pandurang Budhkar marg, Worli, Mumbai 400 025 Registered Address: "Trishul" - 3rd Floor, Opp. Samartheswar Temple, Near Law Garden, Ellisbridge, Ahmedabad - 380006. Telephone No.: 079-26409322 Fax No.: 079-26409322 CIN : L65110GJ1993PLC020769 Website: www.axisbank.com

Details of any letter or comments regardingpayment/non‐payment of interest, principal ondue dates, or any other matter concerning thesecurity and /or the assets along with itscomments thereon, if any

NA

Details of redemption

The Issuer may, at its sole discretion butsubjectalwaystotheConditionsforRedemption (as defined in the terms andconditionsoftheNotes)havingbeensatisfied, redeem the Notes (in whole but notin part) at 100 percent of their OutstandingNominalAmounttogetherwithinterestaccrued to (but excluding) the date ofredemption(i)from(andincluding)8September 2026 to (but excluding) the FirstReset Date, at any time, and (ii) from (andincluding) the First Reset Date, on any InterestPayment Date other than a Reset Date.

Further, we would also like to inform you that the Issuer has also executed, inter alia, the Subscription Agreement with Lead Managers appointed for the Issue.

This is for information of all concerned in compliance with the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Thanking You.

Yours Sincerely, For Axis Bank Limited Girish V. Koliyote Company Secretary GIRISH VASUDEVA N KOLIYOTE Digitally signed by GIRISH VASUDEVAN KOLIYOTE Date: 2021.09.02 00:25:12 +05'30'

DISCLAIMER

The Offering Circular ("OC") for the GMTN programme has not been and will not be registered or filed or published as a prospectus or a statement in lieu of a prospectus with the Registrar of Companies ("RoC"), the Securities and Exchange Board of India ("SEBI") or any other statutory or regulatory body of like nature in India in respect of a public offer or information memorandum or other offering material in respect of any private placement of securities under the Companies Act, 2013, as amended, and the rules framed thereunder or any other applicable Indian laws.

The OC has not been and will not be reviewed or approved by any regulatory authority in India, including, but not limited to, the SEBI, the RoC, the Reserve Bank of India, or any stock exchange in India. This OC and the Additional Tier 1 Notes ("Notes") are not and should not be construed as an advertisement, invitation, offer or sale of any securities to the public or any person resident in India.

The Notes have not been and will not be, offered or sold to any person resident in India.

This information relates to an offering of the Notes to be offered and sold (i) to qualified institutional buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "U**.S. Securities Act**")) and (ii) outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act. This information is not an offer of securities for sale in the United States. The Notes referred to herein have not been and will not be registered under the U.S. Securities Act or the laws of any state of the United States or elsewhere and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws of the United States. There is no intention to register any portion of any offering in the United States or to conduct a public offering of securities in the United States or in any other jurisdiction. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.