Axis Bank Limited — M&A Activity 2022

Mar 30, 2022

AXIS/CS/CO/697/2021-22

March 30, 2022

The Chief Manager The Senior General Manager (Listing) (Listing & Compliance) BSE Limited National Stock Exchange of India 1[st] Floor, New Trading Ring, Rotunda Limited Building Exchange Plaza, 5th Floor P. J. Towers, Dalal Street Plot No. C/1, “G” Block Fort, Mumbai – 400 001 Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051

NSE Code: AXISBANK

BSE Code: 532215

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) w.r.t. acquisition of business undertakings

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform that, the board of directors of Axis Bank Limited (Axis Bank) at their meeting held today i.e. March 30, 2022 have approved the purchase of the Citibank’s India Consumer Business from Citibank N.A. (acting through its branch in India) (“ CBNA ”) and the NBFC Consumer Business from Citicorp Finance (India) Limited (“ CFIL ”), as going concerns, without values being assigned to individual assets and liabilities to either business, subject to fulfilment of specific conditions and obtaining requisite approvals. Axis Bank has executed, inter alia , business transfer agreements with CBNA (“ CBNA BTA ”) and CFIL (“ CFIL BTA ”) on March 30, 2022.

The information required pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed herewith as Annexure 1. Also, attached as Annexure 2 is the investor presentation and press release capturing further details about the transaction.

We wish to inform you that Axis Bank will host a call with analysts and investors on the above matter at 19.00 P.M. (IST) on March 30, 2022.

Conference call‐ Dial in information is as follows:

Date	30th March 2022
Time	19.00 P.M.(IST)
Universal Dial-In numbers	+91 22 6280 1253 +91 22 7115 8154

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International Toll	HongKong : +852 30186877 Singapore : +65 31575746 UK : +44 2034785524 USA : +1 3233868721
International Toll Free	Hong Kong : 800964448 Singapore : 8001012045 UK : 08081011573 USA : 18667462133
Pre‐registration Link	Diamond Pass Registration (choruscall.in)

The above is for your information and records.

Thanking you, Yours faithfully, For Axis Bank Limited

SANDEE Digitally signed by SANDEEP P PODDAR Date: 2022.03.30 PODDAR 17:05:11 +05'30'

___ Sandeep Poddar Company Secretary Encl: As above CC: LSE, SGX

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Annexure 1

Disclosure of information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI circular No. CIR/CFD/CMD/4/2015 dated 9 September 2015.

S. No.	Particulars	Description
1.	Name of the target entity, details in brief such as size, turnover etc.;	1. Citibank N.A. (acting through its branch in India) (“CBNA”): Axis Bank Limited (Axis Bank) proposes to acquire CBNA’s entire consumer business in India, including the Credit Cards Business, the Deposits Business, the Wealth Management Business, the Loans Business, the Customer Guarantees Business, the Insurance Distribution Business and the Small Banking Business (collectively the “CBNA Undertaking”), as a going concern, without values being assigned to individual assets and liabilities. The amount of gross revenue of CBNA in India for FY 20-21 was INR 16,15,019 Lacs.1 2. Citicorp Finance (India) Limited (“CFIL”): Axis Bank proposes to acquire CFIL’s consumer business which includes the commercial vehicle and construction equipment asset backed financing facilities, assigned asset backed financing portfolio, personal loans portfolio, servicing of assigned mortgages loan portfolio (collectively the “CFIL Undertaking”), as agoingconcern,

1 This figure represents the total income, i.e., interest earned and other income for Citibank N.A, India Branch, as a whole (which includes the CBNA Undertaking as well as other business lines of Citibank N.A., India Branch), as per its audited financials for FY 2021, and is not representative of the gross revenue of the CBNA Undertaking.

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S. No.	Particulars	Description
		without values being assigned to individual assets and liabilities. The amount of gross revenue of CFIL, on a standalone basis, for FY 20-21 was INR 77,933 Lacs.2
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”	No, the transactions are not related party transactions.
3.	Industry to which the entity being acquired belongs	The proposed transaction is acquisition of the CBNA Undertaking from CBNA and CFIL Undertaking from CFIL. Both CBNA and CFIL belongto the Bankingand Finance Industry.
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The acquisition of CBNA Undertaking and CFIL Undertaking will help strengthen Axis Bank’s retail banking franchise and accelerate Axis Bank’s growth ambitions across various consumer banking segments.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	1. CBNA Undertaking – In terms of government or regulatory approvals, the transaction is subject to approval from the Competition Commission of India. Additionally, approval from other governmental authorities may be required for certain transitional services. 2. CFIL Undertaking – In terms of government or regulatory approvals, the transaction is subject to approval from the Competition Commission of India. Additionally, approval from othergovernmental

2 This figure represents the total income, i.e., interest earned and other income for CFIL, as a whole (which includes the CFIL Undertaking as well as other business lines of CFIL), as per its audited financials for FY 2021, and is not representative of the gross revenue of the CFIL Undertaking.

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S. No.	Particulars	Description
		authorities may be required for certain transitional services. In addition to the above, the parties will undertake continuous consultations with the Reserve Bank of India and other relevant governmental authorities as may be required for the implementation of the transactions.
6.	Indicative time period for completion of the acquisition	Subject to the satisfactory completion of the customary and contractual conditions in accordance with the provisions of the CBNA BTA and CFIL BTA, respectively, the transactions are currently anticipated to be completed within 12 months or such other date as maybe mutuallyagreed.
7.	Nature of consideration - whether cash consideration or share swap and details of the same	1. CBNA Undertaking - The entire consideration will be discharged by Axis Bank only in cash. 2. CFIL Undertaking - The entire consideration will be discharged by Axis Bank onlyin cash.
8.	Cost of acquisition or the price at which the shares are acquired	No shares are being acquired pursuant to the proposed transaction. The cost of acquisition of the CBNA Undertaking and the CFIL Undertakingis INR 12,325 crores.
9.	Percentage of shareholding / control acquired and / or number of shares acquired	Not applicable as no shares are being acquired pursuant to the proposed transaction. The transactions are proposed to be consummated as going concern, without values being assigned to individual assets and liabilities to either business.
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	1. CBNA Undertaking - CBNA is the consumer division of financial services multinational Citigroup. CBNA was founded in 1812 as the City Bank of New York, and later became First National City Bank of New York. CBNA began operations in India over a century ago in 1902 in Kolkata. The amount of CBNA’s

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S. No.	Particulars	Description
		gross revenue in India for the last three financial years is as below3:  FY 18-19: INR 15,23,784 Lacs;  FY 19-20: INR 17,70,195 Lacs; and  FY 20-21: INR 16,15,019 Lacs. 2. CFIL Undertaking - CFIL is Citigroup's flagship non-banking finance entity. It was incorporated on May 1, 1997 in India. The amount of CFIL’s gross revenue, on a standalone basis, for the last three financial years is as below4:  FY 18-19: INR 96,368 Lacs;  FY 19-20: INR 83,994 Lacs; and  FY 20-21: INR 77,933 Lacs.

3 This figure represents the total income, i.e., interest earned and other income for Citibank N.A, India Branch, as a whole (which includes the CBNA Undertaking as well as other business lines of Citibank N.A., India Branch), as per its audited financials for FY 2019, FY 2020 and FY 2021, and is not representative of the gross revenue of the CBNA Undertaking.

4 This figure represents the total income, i.e., interest earned and other income for CFIL, as a whole (which includes the CFIL Undertaking as well as other business lines of CFIL), as per its audited financials for FY 2019, FY 2020 and FY 2021, and is not representative of the gross revenue of the CFIL Undertaking.

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Axis Bank’s proposed acquisition of Citibank’s consumer businesses in India strongly positions it for accelerated premium market share growth

Key highlights:

• Axis Bank consolidates its position amongst the large private lenders by entering into an agreement to acquire Citibank’s consumer businesses - covering loans, credit cards, wealth management and retail banking operations in India , in line with its growth ambitions

• The Bank will pay a consideration upto INR 12,325 Crore to Citibank for the acquisition

• Acquisition of ~3 million unique customers of Citibank India to enhance Axis Bank’s presence in the key identified growth segments

• Axis Bank’s Cards balance sheet to grow by 57% with an additional ~2.5 million Citibank cards, making it one of the top 3 Cards businesses in the country

• Axis Bank’s large loan book would be complemented by Citibank’s affluent customer segment, creating product and branch footprint synergies

• Valuable addition of INR 1,109 Bn AUM from Citi Wealth & Private Banking products to augment and reinforce Axis’ Burgundy brand, making it the 3rd largest by combined AUM in the wealth management space

• Addition of aggregate Deposits of INR 502 Bn , of which 81% is CASA

• 1,600+ Suvidha Corporate relationships with more than 1 million customers and an average salary of INR 70,000 per month to strengthen Axis Bank’s Salary Business

• Citibank’s customers to get benefitted from Axis Bank’s augmented scale, larger geographical reach and width of products and offerings

• Axis Bank set to access world class CitiPhone Banking prowess, to ensure continuity of service excellence for Citibank’s customers, and enhancement of services for Axis Bank customers

• The Bank will gain access to 7 offices, 21 branches and 499 ATMs across 18 cities

• Approximately 3600 in-scope consumer employees of Citibank will be absorbed in Axis Bank

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Mumbai, 30 March 2022: Axis Bank and Citibank today announced that their respective Boards of Directors have approved the acquisition of Citibank’s consumer businesses in India by Axis Bank. The acquisition is subject to customary closing conditions, including receipt of regulatory approvals.

The transaction comprises the sale of the consumer businesses of Citibank India, which includes credit cards, retail banking, wealth management and consumer loans. The deal also includes the sale of the consumer business of Citi’s non-banking financial company, Citicorp Finance (India) Limited, comprising the asset-backed financing business, which includes commercial vehicle and construction equipment loans, as well as the personal loans portfolio.

Axis Bank looks at this acquisition as a healthy strategic fit. It will gain access to the large and affluent customer franchise of Citibank having a bouquet of fee-oriented and profitable segments, that include quality credit card portfolio, affluent wealth management clientele, meaningful deposits with 81% being CASA, along with a strong consumer lending portfolio. Post the acquisition, Axis Bank will have ~ 28.5 mn Savings Accounts, 2.3 lakh+ Burgundy customers and 10.6 mn Cards.

The Bank has made large investments in people, processes and technology over the past few years. With all the required capabilities in place, it expects successful integration across all key parameters including employees, customers, product offerings and technology in a value accretive manner. Additionally, the deal offers strategic advantages to the Bank such as premiumization of its overall customer portfolio, increased opportunities to cross-sell its products and accelerated digital transformation.

The acquired portfolio would increase Axis Bank’s credit card customer base by ~31% with an additional 2.5 million cards, which will in turn bolster the Cards balance sheet position to be amongst the top 3 players in the Indian market. Moreover, the wealth and private banking portfolio will add great value to the Axis Burgundy business, further accelerating its growth ambitions in that segment. On an overall basis, the proposed transaction will add ~7% to the Bank’s deposit base (with ~12% increase in CASA) and ~4% increase in advances.

Axis Bank and Citibank together will ensure continuity of superior customer service levels, even post-closing of transaction, across all customer channels. Citibank’s customers will continue to avail all the rewards, privileges, and offers to which they were previously entitled. Further, Citibank’s customers will specifically benefit from Axis Bank’s wider geographical reach and comprehensive service offerings, along with One Axis capabilities that extend across all its subsidiaries. Digital Banking and the highly rated Axis Mobile app offering 250+ services will be an added advantage for customers, having immediate access to view and transact across product categories such as deposits, investments, payments and protection solutions. Moreover, the world class Citi Phone Banking will ensure service excellence for both Citibank and Axis Bank customers.

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Speaking on the occasion, Amitabh Chaudhry, MD&CEO, Axis Bank said, “We are delighted with the addition of an enviable retail franchise and a high-quality talent pool as we continue our journey towards becoming a premier financial services brand, in line with our GPS strategy framework. This is a significant milestone in Axis’ journey of growth and leadership and will bring in great value for all stakeholders. The amplified scale and width of offerings, the diversified portfolio of products and global best practices will enhance customer experience, while greater synergies both on revenue and cost side will augment value for the new franchise.

We look forward to collaborating with Citi’s experienced senior leadership team and diverse talent pool, as they join Axis’ 86,000+ strong, dedicated workforce. Axis Bank already has a rich network of Citi alumni across the hierarchy, which reflects cultural alignment between the two organizations. Given the expertise that Citi employees bring to the table, we view them as a significant addition to our existing team that will help drive synergy realization and our GPS objectives. We welcome all employees to the Axis Family and together we will serve our customers ‘Dil Se’.”

Citi India CEO, Ashu Khullar said, “We are extremely pleased with this outcome for our consumer colleagues and clients. Axis Bank is committed to building its consumer banking business in India and is backed by a strong market presence. We believe Axis Bank will provide our employees an excellent environment to build their careers and shall meet all the financial needs of our consumer clients. We continue to remain committed to contributing to India’s growth and development as we deepen our presence through our institutional businesses and our community initiatives. Citi will also continue to harness India’s rich talent pool in the areas of Technology, Operations, Analytics, Finance and allied functional areas through its network of Citi Solution Centers that are located in five cities in India and support our global businesses.,”

A well outlined Integration Plan and a focused senior execution team will ensure smooth transition and seamless integration on all fronts, in collaboration with Citibank. The team comprising specialists with expertise in operationalizing large-scale integration programs will focus on Customer Service, Personnel, Systems & Technology, and other synergies.

Axis Capital and Credit Suisse acted as Financial Advisors to Axis Bank for the transaction, and Khaitan & Co acted as Legal Advisor. In addition, the Bank was supported by PricewaterhouseCoopers and Boston Consulting Group.

About Axis Bank:

Axis Bank is the third largest private sector bank in India. Axis Bank offers the entire spectrum of services to customer segments covering Large and Mid-Corporates, SME, Agriculture and Retail Businesses. With its 4,700 domestic branches (including extension counters) and 11,060 ATMs across the country as on 31st December 2021, the network of Axis Bank spreads across 2,665 centers, enabling the Bank to reach out to a large cross-section of customers with an array of products and services. The Axis Group includes Axis Mutual Fund, Axis Securities Ltd., Axis Finance, Axis Trustee, Axis Capital, A.TReDS Ltd., Freecharge and Axis Bank Foundation.

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For further information on Axis Bank, please refer to the website: https://www.axisbank.com

For further queries, please contact:

Axis Bank: Piyali Reddy | Mittal Solanki 9322657983 | 9004909465 corporate.communication@axisbank.com Adfactors PR: Brijesh Kutty | Dibyajyoti Chatterjee 9920460901 | 9769702670 axis@adfactorspr.com

Proposed Acquisition of Citibank’s Consumer Businesses in India

30[th] March 2022

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Disclaimer

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The information contained in this presentation is provided by Axis Bank Limited (the “Bank”) to you solely for reference. Although care has been taken to ensure that the information in this presentation is accurate, and that the opinions expressed are fair and reasonable, the information is subject to change without notice, has not been independently verified and neither its accuracy nor completeness is guaranteed.

No representation, warranty, guarantee or undertaking (express or implied) is made as to, and no reliance should be placed on, the accuracy, completeness or correctness of any information, including any projections, estimates, targets and opinions, contained herein, and accordingly, none of the Bank, its advisors, representatives or any of its directors assumes any responsibility or liability for, the accuracy or completeness of, or any errors or omissions in, any information or opinions contained herein.

The statements contained in this document speak only as at the date as of which they are made, and the Bank expressly disclaims any obligation or undertaking to supplement, amend or disseminate any updates or revisions to any statements contained herein to reflect any change in events, conditions or circumstances on which any such statements are based. By preparing this presentation, none of the Bank, its management, or their respective advisers undertake any obligation to provide the recipient with access to any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent.

Past performance information in this presentation should not be relied upon as an indication of (and is not an indicator of) future performance. This presentation contains statements that constitute forward-looking statements which involve risks and uncertainties. These statements include descriptions regarding the intent, belief or current expectations of the Bank or its officers and information currently available with them including with respect to the consolidated results of operations and financial condition, and future events and plans of the Bank. These statements can be recognized by the use of words such as “expects”, “plans”, “will”, “estimates”, “intends” or words of similar meaning. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those in the forward-looking statements as a result of various factors and assumptions. You are cautioned not to place undue reliance on these forward looking statements, which are based on the current view of the management of the Bank on future events. No assurance can be given that future events will occur, or that assumptions are correct. Neither the Bank nor its advisors or representatives assume any responsibility to amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events, or otherwise.

By accessing this presentation, you accept that this disclaimer and any claims arising out of the use of the information from this presentation shall be governed by the laws of India and only the courts in India, and no other courts, shall have jurisdiction over the same.

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Table of Contents

Transaction Overview Key Strategic Rationale & Potential Synergies Proforma Financials and Capital Impact Integration Plan and Timeline

1 2 3 4

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3

Transaction Overview

Acquisition of Citibank’s consumer businesses in India

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• Axis Bank to acquire from Citibank NA India and Citicorp Finance (India) Limited (“Sellers”) the Citibank’s consumer businesses (“Citi India Consumer”) as going concerns, without values being assigned to individual assets and liabilities.

• Aggregate ENR of INR 274 Bn across Credit Cards, Mortgage, Personal & Ready Credit Loans, Asset Backed Finance, Small Business Banking

Highlights of Business Acquired

• ~ 2.5 Mn cards with industry leading transaction per card and spend per card metrics

• Aggregate Deposits of INR 502 Bn of which 81% CASA

• Total AUM (Wealth & Private Banking) of INR 1,109 Bn across Citi products including Citigold Private, Citigold, Citi Priority and Citi Private Bank customers

• 7 offices, 21 branches, 499 ATMs

• ~

• Axis Bank to make offers of employment to 3,600 in-scope consumer employees to ensure business continuity for Citi customers joining the Axis family

Purchase Consideration

• Total purchase consideration (subject to customary & contractual adjustments) for Citi India Consumer upto INR 12,325 Cr

• Implied PE of 18.7x on normalized CY20 standalone financials[(1)]

1) Refer slide 15 for details

4

Transaction Overview

Acquisition of Citibank’s consumer businesses in India

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• Estimated to be EPS & ROE accretive in CY24

• ~180 bps[(1)] impact on Axis Bank’s CET 1 capital ratio attributable towards purchase premium

Financial

• ~50 bps[(1)] impact on Axis Bank’s CET 1 capital ratio to meet incremental RWA capital requirements

considerations

• Strong balance sheet provides flexibility to fund Citi India Consumer purchase through on balance sheet liquidity, external capital or combination of both

• On a Proforma basis[(1)] , post transaction CAR would be ~16.4% which is well above the regulatory requirement

Closing Timeline

• Closing is expected to be achieved in Q4FY23, subject to regulatory and/or other customary conditions

• Post Closing, Sellers or Seller affiliates to provide requisite support and services to be covered under a Transition Servicing

• Branding and Agreement for a period of ~18 months as well as Citi brand continuity during this period for smooth transition and

• Transition Support integration of the business with Axis Bank’s platform

1) Based on financial position at December 31,2021

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Key Strategic Rationale

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Access to a large, affluent and profitable consumer franchise - Aligns well with Axis Bank’s Premiumization strategy Complementary and strengthens our position to a top 3 Credit Card player[(1)] in India - A quality credit card franchise with one of the highest wallet share in premium cards Access to a sizable granular deposit base with deep corporate salary relationships - Aids journey to bridge the gap with peers : CASA of 81% with SA deposits 73%, CASA ratio on a proforma basis[(2)] of ~ 47% Natural fit for our strong wealth management franchise to accelerate growth ambitions - Well positioned to leverage Burgundy platform to serve affluent Citi customer bas ~~e –~~ 3[rd] largest Wealth manager by combined AUM Experienced leadership and diverse talent pool

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• Access to one of the best banking teams with deep domain expertise to augment Axis Bank’s overall bench strength

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• Significant potential for revenue and cost synergies - Revenue upside from cross sell of differentiated products to a larger combined customer base, 3 ~~0~~ -40% cost synergy

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1) Based on End Net Receivables 2) Proforma is addition of Axis Bank’s deposits as at December 31, 2021 and that for Citi as at June 30, 2021

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Overview of Citi India Consumer businesses

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1 Foreign Bank Credit Card Issuer in India Wealth Management & Private Banking
White
Wealth Management Citi Private Banking
Label,
#1 in Transactions per Active Card in India 2% Branded,
63% #1 MF distributor among Foreign Banks 100+ Families
Cards
INR 89 Bn ENR Customer 40,000+ Affluent Customers UHNI Client > USD 25 Mn Net Worth
Co-
Branded
INR 820 Bn AUM INR 289 Bn AUM
, 35%
#1 Foreign Bank with 1.2 Mn+ Retail customers Other Lending
PL&RC,
Term
12%
Deposit, Mortgage : 90%+ owner occupied
19% SBL,
>1,600 Suvidha Corporates 6%
INR
PL & RC – 2.2 lakh+ Customers INR
502 Bn
INR 502 Bn of Deposits 185 Bn
CASA, ABF, Mortgage,
81% INR 185 Bn ENR 28% 54%
~ 3,600 Employees 7 Offices 21 Branches 499 ATMs
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“Fee oriented” consumer business with comprehensive suite of products & services catering to attractive affluent customer base

7

• ABF – Asset Backed Finance, PL & RC – Personal loans & Ready Credit, SBL – Small Business Lending

Access to a large, affluent and profitable consumer franchise

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Innovative retail proposition Highly attractive affluent customer serving as an industry benchmark for base (Citigold and Citi Priority quality customer centric approach relationship vintage > 10 years)

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80%+ of customers in the attractive age group (< 45 years) with high customer lifetime value

Differentiated value proposition across customer segments

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Citigold Citi Priority
Citigold Private Citibank NRI
Citibank Suvidha
Citi Private Banking
(Salary Account)
~1.2 Mn Retail Bank Customers
Continuity of service excellence for Citi customers Citi Phone Banking Enhancement of services for Axis Bank customers
Best in class customer service
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Acquisition would enhance Axis Bank’s ambition to expand its premium offerings

8

Complementary and strengthens our position to a top 3 Credit Card player in India

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Highest no. of Boosts credit card franchise Active & digitally engaged Opportunity to adopt global transactions per customers –strengthens Axis with quality base and high best practices in client card across industry Bank’s position in top 8 metros vintage portfolio servicing and operations

Customers would continue to avail all the rewards, privileges, and offers they were previously entitled to as Citi customers

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Axis Bank Citi Combined
57% Axis Bank amongst the Top 3
ENR (INR Bn) 155 89 244 
players
Outstanding Cards (INR Mn) 8.1 2.5 10.6  31% Healthy accretion to existing Card
base
Annual Spend per Card 102 [(1)] 169 [(2)] 119  17% Spend per card to increase by ~17%
(INR’000)
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Combination to help Axis Bank consolidate and gain meaningful share in the cards space along with addition of quality book

1) Source – RBI data for Jan-Dec 2021 2) Citi data for Jan-Dec 2021

9

Access to a sizable granular deposit base with deep corporate salary relationships

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High proportion of CASA at 81% with SA constituting 73%

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Affluent and digitally engaged Strategically located branches
SA customer base with access with high customer balance
to 1600+ Suvidha corporates per account
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Strengthens Axis Bank’s journey on CASA, LCR accretion

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Axis Bank Citi Combined
CA
CA CA
TD 8%
15% 15%
19%
Deposits Deposits Deposits
INR INR TD INR
TD
55% 7,717 Bn SA 502 Bn 53% 8,219 Bn SA
30% 32%
SA
73%
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Combined CASA ratio on proforma basis to improve by 200bps to 47%

• CA – Current Account, SA – Savings Account, TD – Term Deposits

10

Natural fit for our strong wealth management franchise to accelerate growth ambitions

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42% addition to the overall
Ready access to highly affluent
Burgundy AUM, further
40,000+ Wealth customers
strengthening existing franchise
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Huge potential to cross sell Axis Bank’s product offerings to Citi’s affluent customer base

(AUM INR Bn)

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Axis Bank Citi Axis + Citi
812 505 1,317
1,855 604 2,459
& Others
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3 [rd] largest by combined AUM
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62% addition to Burgundy Private AUM

42% addition to Total AUM

Citi’s affluent clientele backed by global best practices in client servicing and operations to complement Axis Bank’s Wealth Platform

11

Experienced leadership and diverse talent pool

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Experienced team with deep domain expertise to add significant value

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Employees trained in global best practices to enhance Axis Bank’s processes

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Favourable diversity ratio especially at senior levels

Competent employees with well rounded domain knowledge

Long standing team with wealth of experience

Employees by Functions

Tenure of Service

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Global Functions
2%
Risk, Product
Operations & 60%
Tech
38%
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10 Years 0-3 Years
26% 34%
7-10 Years
15% 3-7 Years
25%
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Access to a high-quality talent pool with culture and values aligned to Axis Bank

12

Significant potential for revenue and cost synergies

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Revenue Synergies Cost Synergies
Cross-sell Axis Bank’s products to Citi
Global shared services
customer base
Axis Bank
Upsell to Citi’s customer base + Global oversight
Citibank
Attract NTB customers with a wider
Infrastructure, technology and others
bouquet of products
Estimated cost savings of 30%-40% of Citi’s
Significant potential to increase revenue operating expenses [(1)] to be realised under
Axis Bank umbrella over 2 years post closing
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The acquisition strengthens our market position and provides opportunity to accelerate retail business growth in a value accretive manner

1)

Basis CY2020 operating expenses for Citibank’s India Consumer Business

13

Proforma Financial information

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The acquisition provides a significant boost to key retail segments

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Credit Cards ENR (INR bn) CASA Deposits (%) Total Advances ENR (INR bn)
Market Share [(1)] 11.80% 3.72% 15.52% Market Share [(2)] 4.77% 0.31% 5.08% Market Share 5.73% 0.24% 5.97%
2%
274
89
 57%  200bps  4%
47%
244 45% 45% 6,649 6,649 6,923
155 155
Axis Bank Citibank Combined (Proforma) Axis Bank Increment due to Combined (Proforma) Axis Bank Citibank Combined (Proforma)
Citibank
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Wealth Management AUM (INR bn)

Impact on CET1 Ratio (Assuming no fund raise)

The bank’s proforma CET1 ratio remains comfortably above the regulatory requirement

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1,109  42%
(1.8%)
(0.5%)
3,776
2,667 2,667 15.3%
13.5% 13.0% 13.0%
Axis Bank Citibank Combined (Proforma) Axis Bank Standalone Intangibles and Increase in asset base Combined (Proforma)
transaction costs write-
off
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1) Based on cards in force as at end of Dec’21 2) Overall deposits market share as of Dec’21

14

Robust normalized metrics for Citi India consumer businesses and competitive valuation

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Standalone Citi Business proforma financials	Citibank(1)
Net Interest Income	2,086
Other Income	1,959
Net Revenue	4,045
Operating Expenses	(2,298) (2)
PPOP	1,747
PAT (Basis CY20 normalized standalone view)(1)	842(2,3)

Standalone Citi Business key ratio’s	Citibank(1)
Net Interest Income %(6)	3.9%
Other Income %(6)	3.6%
Cost to Assets %(6)	4.3%
Return Ratios:
ROA%(6)	1.6%
ROE %(7)	21.7%

Post Covid BAU normalization of Citi business estimated in CY24

ROE accretive to Axis Bank in CY24

One time charge on P&L in the FY 23 (assuming closing in FY 23) due to policy harmonization[(5)] and intangibles on acquisition

Transaction Valuation Metrics (INR Cr.)

Purchase Consideration 12,325 (subject to customary and contractual adjustments ) Add: Estimated Equity Requirement (@13% of RWA) 3,450 Implied Equity Value 15,775

Proposed Acquisition PAT 842 Implied P / E 18.7x (Basis CY20 normalized standalone view)[(1)] Estimated integration cost[(4)] 1,500 (post tax impact over 2 financial years)

Notes:

1. For CY ending December 31, 2020

2. Post elimination for certain identified group related charges (“Group Overhead Adjustment”) assuming the business operates on a standalone basis, but does not include any synergy benefits under Axis umbrella

3. Post normalization of net credit losses such that 2020A NCL/ANR and change in LLR/ANR equals to average of 2018A and 2019A level (“Covid Adjustment”)

4. Integration expenses includes transition services agreement expenses to be paid to Citigroup or its Affiliates and Axis Bank’s own cost

5. One time and over and above integration costs, Axis policies are more prudent in some instances

6. As a % of end of period total assets including undeployed cash

7. Calculated basis theoretical equity assuming CET 1 at 13% of Risk Weighted Assets (RWA)

15

Well planned out integration to ensure smooth transition

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Transition Timeline

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Mar-22 Q4FY23 Sep-24
9-12 months 18 months
Signing of
Definitive Transaction End of
Agreements Closing Transition
(end Mar)
Pre-Closing Activities Transfer of Transition Services TSA Closure
Citi India Consumer
• Regulatory approvals • Citi to provide various services Transfer of all customers,
Business’ assets, under the TSA to Axis Bank to
products, data and partner
• Customer consent
liabilities, customers, and support normal business
connections to Axis Bank’ s
operations
• Other identified actions employees to Axis Bank,
systems
as going concerns,
without values being
assigned to individual
assets and liabilities
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16

Focused Execution to ensure seamless Integration

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1 Dedicated Integration Management Committee has been set up along with a working team

2 Integration team to focus on Systems, Personnel, Technology and Synergies

3 Integration team comprises of specialists with expertise in operationalizing large scale integration programs

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4
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Streamlined channels to ensure timely & active communication with all stakeholders

5 Ongoing close collaboration with Citi to ensure efficient transition and integration

Dedicated team towards focused execution will ensure steady progress in Axis Bank’s current transformation journey

17

Deal Support

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Axis Bank Citibank	Axis Bank Citibank	Axis Bank Citibank
Financial Advisors	Axis Capital, Credit Suisse	Citi
Legal Advisors	Khaitan & Co.	Linklaters, Clifford Chance and AZB & Partners
Transaction Support	Boston Consulting Group, PricewaterhouseCoopers	Ernst & Young

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Annexures

Glossary of Terms

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(All numbers for Axis Bank and Citibank’s Indian Consumer Banking Business are as at December 31, 2021 and June 30, 2021 respectively, unless specified otherwise)

ANR – Average Net Receivables	MN – Million Units
AUM – Assets Under Management	NCL – Net Credit Loss
BAU – Business As Usual	NPA – Non Performing Assets
BN – Billion Units	NTB – New To Bank
CAR – Capital Adequacy Ratio	PAT – Profit After Tax
CASA – Current Account Savings Account	PBT – Profit Before Tax
CET1 – Common Equity Tier 1	PE – Price to Earnings
CY – Calendar Year	PPOP – Pre Provision Operating Profit
ENR – Ending Net Receivables	ROA – Return on Assets
EPS – Earnings Per Share	ROE – Return on Equity
FY – Financial Year	TD – Time Deposits
INR – Indian Rupees	TSA – Transition Services Agreement
LCR – Liquidity Coverage Ratio	UHNI – Ultra High Net Worth Individuals
LLR – Loan Loss Reserve	USD – United States Dollar

20

Thank You

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