Karnataka Bank Ltd. — Proxy Solicitation & Information Statement 2025

Dec 22, 2025

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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : Comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN

SECRETARIAL DEPARTMENT

22.12.2025

HO: SEC:253:2025-26

To:

The Manager Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1, Block G Bandra-Kurla Complex Bandra (E), Mumbai-400051 Scrip Code: KTKBANK

The Manager Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400001 Scrip Code: 532652

Madam / Dear Sir,

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

Pursuant to Regulations 30, 44 and other applicable provisions of the SEBI (LODR) Regulations, 2015, we submit herewith a copy of the Postal Ballot Notice dated December 22, 2025, together with the Explanatory Statement (‘Postal Ballot Notice’), seeking approval of the Members of the Bank, on the Special Business (Ordinary Resolution) stated below and as contained in the Postal Ballot Notice, by passing the resolution through Postal Ballot (only by means of remote e-voting process), pursuant to the provisions of Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India ("MCA Circular"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India or any other applicable law, rules and regulations.

Sl. No.	Resolution	Type of Resolution
1	Appointment of Mr. Raghavendra Srinivas Bhat (DIN: 11165725) as Managing Director & CEO of the Bank	Ordinary Resolution

The Notice of Postal Ballot is being sent to all the Members whose name appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories, viz., National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with Depositories, the Bank and/or Integrated Registry Management Services Private Limited (“RTA”) as on

‐ Friday, December 19, 2025 (cut off date). The Postal Ballot Notice is uploaded on the Bank’s website at https://karnatakabank.bank.in/investor-portal Members holding shares in physical mode and who have not updated their email addresses with the Bank are requested to update their email addresses as per the instructions given in the enclosed Notice.

In accordance with the MCA Circulars, the Bank has made necessary arrangements to enable the eligible Members who have not registered their e-mail address to register the same so as to receive the Postal Ballot Notice and the procedure for remote e-voting along with the login ID and password related details. The procedure for registration of e-mail addresses by such Members and the instructions for remote e-voting are set out in the Notice of the Postal Ballot. As per the provisions of the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting. The Bank has engaged the services of NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically. The remote e-voting on the resolution set out in the Notice of Postal Ballot shall commence on Wednesday, December 24, 2025, at 09.00 AM (IST) and shall end on Thursday, January 22, 2026, at 05.00 PM (IST). The Postal Ballot Notice is uploaded on the website of NSDL at: https://www.evoting.nsdl.com

The Bank shall commence dispatch (by electronic means) of the Postal Ballot Notice to the Members from today, i.e., December 22, 2025.

The results of the Postal Ballot will be announced within two working days from the conclusion of the remote e-voting, i.e., on or before Saturday, January 24, 2026. The results of the remote e-voting and the Scrutinizer's Report will be communicated to the Stock Exchanges and placed on the Bank's website at: https://karnatakabank.bank.in/investor-portal and on the website of NSDL at https://www.evoting.nsdl.com

A copy of the Postal Ballot Notice is annexed to this letter for easy reference.

We request you to take the aforesaid information on record and arrange for dissemination.

Yours faithfully,

Sham Digitally signed by Sham Kanathila Kanathila Date: 2025.12.22 15:44:47 +05'30'

Sham K

Company Secretary & Compliance Officer

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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

NOTICE OF POSTAL BALLOT

Pursuant to Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014

To

The Members of The Karnataka Bank Limited

NOTICE is hereby given that the resolution set out below is proposed for approval by the Members of The Karnataka Bank Limited ("Bank") by means of Postal Ballot, by remote e-voting process only ("e-voting") being provided by the Bank to all its Members to cast their votes electronically, pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS‐2”) issued by the Institute of Company Secretaries of India and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) vide its General Circular No.: 14/2020 dated April 08, 2020, General Circular No.: 17/2020 dated April 13, 2020, General Circular No.: 20/2020 dated May 05, 2020, General Circular No.: 22/2020 dated June 15, 2020, General Circular No.: 33/2020 dated September 28, 2020, General Circular No.: 39/2020 dated December 31, 2020, General Circular No.: 10/2021 dated June 23, 2021, General Circular No.: 20/2021 dated December 08, 2021, General Circular No.: 11/2022 dated December 28, 2022, General Circular No.: 09/2023 dated September 25, 2023, General Circular No.: 09/2024 dated September 19, 2024 and General Circular No.: 03/2025 dated September 22, 2025 (hereinafter collectively referred to as “MCA Circulars”), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time).

The e-voting will commence from Wednesday, December 24, 2025, at 09:00 AM IST and end on Thursday, January 22, 2026, at 05:00 PM IST. The Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their ASSENT (FOR) or DISSENT (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by e-voting not later than 05.00 P.M. (IST) on Thursday, January 22, 2026. The e-voting facility will be disabled by NSDL immediately thereafter.

An Explanatory Statement, pursuant to Section 102(1) of the Act, and the relevant information required under Regulation 36 (3) of the Listing Regulations, setting out all material facts relating to the resolution mentioned in this Notice of Postal Ballot, is annexed hereto.

SPECIAL BUSINESS:

1. Appointment of Mr. Raghavendra Srinivas Bhat (DIN: 11165725) as the Managing Director & CEO of the Bank

To consider and if thought fit, to pass, with or without modification(s), the following resolution, as an ORDINARY RESOLUTION :

“RESOLVED THAT pursuant to the provisions of Sections 196, 203 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Section 35B and other relevant provisions, if any,

Page 1 of 16

Your Family Bank, Across India

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Karnataka Bank Ltd.

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

of the Banking Regulation Act, 1949 and the rules, guidelines and circulars issued by the Reserve Bank of India (“RBI”), from time to time, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and any other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force), the provisions of the Articles of Association (“Articles”) of the Karnataka Bank Limited (“Bank”), as amended and pursuant to the recommendation made by the Nomination and Remuneration Committee (“Committee”) and approval of the Board of Directors of the Bank (“Board”) and in terms of the approval granted by RBI vide its letter no.: DoR.GOV.No.6366/08.40.001/2025-26 dated November 14, 2025, Mr. Raghavendra Srinivas Bhat (DIN: 11165725) be and is hereby appointed as the Managing Director and Chief Executive Officer (MD & CEO) of the Bank for a period of one year with effect from November 16, 2025, liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Section 35B and other relevant provisions of the Banking Regulation Act, 1949 and the rules, guidelines and circulars issued by RBI from time to time and any other applicable laws (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force), the provisions of the Articles of the Bank and pursuant to the recommendation made by the Nomination and Remuneration Committee of the Board and approval of the Board and as per the approval of RBI, the approval of the members of the Bank be and is hereby accorded for the payment of remuneration as mentioned below to Mr. Raghavendra Srinivas Bhat (DIN: 11165725) as the Managing Director & CEO of the Bank comprising:

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Particulars Amount in Rupees
(1) (2)
PART A: FIXED PAY (including perquisites)
Effective Date For a period of one year with effect from November 16, 2025
1. Salary (Basic) ₹1,44,96,000 p.a.
(₹12,08,000 p.m.)
2. Dearness Allowance ₹28,99,200/- p.a.
(20% of Basic Salary)
3. Retiral / Superannuation
benefits:
a) Provident Fund a. Provident Fund: 12% of the Basic Pay. (which works out to
₹17,39,520/- p.a.)
b) Gratuity b. Gratuity: Gratuity is calculated for every completed year of
service or part thereof in excess of six months at the rate of
15 days basic based on the last drawn basic, without the
restriction of minimum service required. (i.e., with proposed
basic pay, the gratuity payable works out to ₹6,97,000/- p.a.).
c) Pension c. Pension: Nil
4. Leave Fare Concession ** Highest class by whichever mode of travel within the country
once a year for self and family, including dependent children.

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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office Phone : P. B. No.599, Mahaveera Circle E-Mail : Kankanady Website : Mangaluru – 575 002 CIN :	0824-2228182 comsec@ktkbank.com www.karnatakabank.bank.in L85110KA1924PLC001128

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Particulars Amount in Rupees
(1) (2)
5. Other fixed allowances:
i. Entertainment Allowance i) Entertainment Allowance (including club memberships, if
any) on declaration basis: ₹3,00,000/- p.a.
ii. Medical Benefits ii) Medical Benefits:
Reimbursement up to ₹80,000/- p.a. for self and family for
domiciliary treatment on declaration basis.
6. Perquisites:
i) House Rental Allowance i) House Rent Allowance @ 15% of Basic Pay be given, which
-
works out to ₹21,74,400/ p.a.
ii) Conveyance allowance ii) Conveyance allowance : Nil
Free use of the Bank’s Car Free use of the Bank’s Car for official purpose (journeys
for: from residence to office and vice versa to be treated as duty
i. Official purpose runs). For personal use, ₹250/- per month to be recovered.
ii. Private purpose * * Perquisites for private use is considered at ₹39,600 p.a.
iii) Driver’s Salary iii) Drivers’ Salary: Nil.
iv) Club Memberships iv) Club Membership : Subsumed in Entertainment Allowance.
v) Reimbursement of medical v) Reimbursement of actual expenses incurred on
expenses on account of hospitalization in full for self and spouse and to the extent
hospitalisation ** of 50% for his dependent children.
vi) Any other perquisites: vi) Any other perquisites:
a. Insurance Cover a. Insurance Cover: Personal accident insurance - maximum
premium ₹3,000/-.
b. Telephone b. Telephone: Telephone facility at MD & CEO’s residence at
Bank’s cost (including cell phone and internet / data charges)
at ₹72,000 p.a. on declaration basis.
c. Bonus & Sitting Fees c. Bonus & Sitting Fee: Nil
d. Travelling and Halting d. Travelling and Halting Allowance: As may be decided by the
Allowance Board from time to time.
Leave
vii) Casual Leave As applicable to the Officers of the Bank
viii) Privilege Leave As applicable to the Officers of the Bank, encashable at the time
of demission of office up to the limit as applicable to the
Officers of the Bank.
ix) Sick Leave As applicable to the Officers of the Bank
TOTAL FIXED PAY ₹ 2,25,00,720
(including perquisites)
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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

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Particulars Amount in Rupees
(1) (2)
PART-B: VARIABLE PAY
For FY / Performance Period: FY 2025-26 (pro-rata from the date of assuming charge)
1. Cash Component
 Upfront Payment ₹56.25 Lakhs
 Deferred Payment ₹56.25 Lakhs
Total Cash Component Up to ₹112.50 Lakhs
Vesting period (in years) 3 Years
Deferral arrangement
(i) First Year ₹18.75 Lakhs
(ii) Second Year ₹18.75 Lakhs
(iii) Third Year ₹18.75 Lakhs
2. Non-cash Components (Share-linked instruments)
(i) ESOP / ESPS #
(a) Number of shares / Share (a) Number of Options cannot be determined at present.
linked instruments
(b) Monetary value (b) Up to ₹112.50 Lakhs
(c) Deferral (with %) (c) Up to ₹112.50 Lakhs (100%)
(d) Vesting Schedule details (d) 30:30:40
(ii) Any other share-linked --
instruments
(iii) Any other non-cash --
component
Total monetary value of the non- Up to ₹112.50 Lakhs
cash component
Total monetary value of Variable Up to ₹225 Lakhs
Pay (Cash and non-cash
components)
% of cash component in Total 50%
Variable Pay
% of non-cash component in 50%
Total Variable Pay
% of Variable Pay to Fixed Pay Up to 100%
% of Variable Pay to Total 50%
Compensation
Total Compensation Up to ₹450 Lakhs
(Fixed Pay + Variable Pay)
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# If ESOPs cannot be granted because of any regulatory restrictions, the same will be paid in cash with applicable deferrals.

** As the amount of expenditure is not quantifiable now, the same has not been factored in the computation of the fixed pay component.

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Your Family Bank, Across India

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Karnataka Bank Ltd.

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

RESOLVED FURTHER THAT the Chairman of the Board / Company Secretary of the Bank be and is hereby authorized to do all such acts, deeds and things as may be required to give effect to the aforesaid resolution, including filing of necessary forms with the Registrar of Companies, intimating to RBI and Stock Exchanges.”

By Order of the Board of Directors

Registered Office, Sd/P. B. No.: 599, Mahaveera Circle, Sham K Kankanady, Mangaluru – 575002. Company Secretary & Compliance Officer Karnataka

Place: Mangaluru Date: December 22, 2025

Notes:

1. The Explanatory Statement pursuant to provisions of Sections 102 and 110 of the Act, read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution, is annexed hereto and forms part of this Notice. It also contains the relevant details, pursuant to Regulation 36 (3) of the Listing Regulations and Secretarial Standard on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India.

2. Pursuant to the provisions of Sections 108 and 110 of the Act, read with the Rules, the Bank has an option for the above-mentioned resolution, to seek the approval of the Members through e-voting, instead of getting the same passed at a General Meeting. Accordingly, approval of the members is being sought for the resolution contained in this Notice through e-voting.

3. As per the extant provisions of the Act, read with Rules made thereunder and General Circular No.: 14/2020 dated April 08, 2020, General Circular No.: 17/2020 dated April 13, 2020, General Circular No.: 20/2020 dated May 05, 2020, General Circular No.: 22/2020 dated June 15, 2020, General Circular No.: 33/2020 dated September 28, 2020, General Circular No.: 39/2020 dated December 31, 2020, General Circular No.: 10/2021 dated June 23, 2021, General Circular No.: 20/2021 dated December 8, 2021, General Circular No.: 11/2022 dated December 28, 2022, General Circular No.: 09/2023 dated September 25, 2023, General Circular No.: 09/2024 dated September 19, 2024 and General Circular No.: 03/2025 dated September 22, 2025 (hereinafter collectively referred to as “MCA Circulars”), the Postal Ballot Notice is being sent only by e-mail to those Members whose e-mail addresses are registered with the Bank / Depositories and whose names appear in the Register of Members of the Bank or Register of Beneficial Owners maintained by the Depositories as on Friday, December 19, 2025 (“Cut-off Date”). The hard copy of this notice, along with postal ballot forms and a pre‐paid business envelope, will not be sent to the members. Accordingly, the communication of the assent or dissent of the members would take place through e‐voting only, which may please be noted.

4. The Board has appointed CS. Ullas Kumar Melinamogaru, Practicing Company Secretary, Mangaluru (Membership Number: F6202, COP Number: 6640), or failing him, CS. Namrath Kottary, Practicing Company Secretary, Mangaluru (Membership Number: A60155, COP Number: 27145), as the

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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

Scrutinizer to scrutinize the e-voting process fairly and transparently as per the provisions of the law / Act.

1. Voting rights shall be reckoned on the paid-up equity shares registered in the name of the Member / Beneficial Owner (in case of electronic shareholding) as at the close of business hours on the cut-off date . Members whose names appear in the Register of Members / List of Beneficial Owners, as on the cut-off date, will be considered for the purpose of e-voting. A person who is not a Member as on the cut-off date should treat this notice for information purpose only.

2. In compliance with Sections 108 and 110 of the Act, and the Rules made thereunder and Regulation 44 of the Listing Regulations, the Bank has provided the facility to all the Members to exercise their votes electronically and for this purpose, the Bank has engaged National Securities Depository Limited (“NSDL”) as the authorized agency for facilitating voting through electronic means. The procedure for e-voting is explained under the Notes provided with this Notice. Members may refer to NSDL’s helpdesk for any technical assistance during e-voting.

3. Members may please note that the Notice is being submitted to the Stock Exchanges, i.e., BSE Limited (BSE) at www.bseindia.com and National Stock Exchange of India Limited (NSE) at www.nseindia.com and also hosted on the website of the Bank at https://www.karnatakabank.bank.in under the Investor Portal Section. The relevant details are also hosted on the website of the e‐voting service provider, viz. NSDL at www.evoting.nsdl.com

4. Members who have not registered their e-mail addresses are requested to register the same with the Depository through their Depository Participant(s) (“DPs”) in respect of the shares held in electronic (demat) form and in respect of the shares held in physical form, by writing to the Bank’s Registrar & Share Transfer Agent, M/s. Integrated Registry Management Services Private Limited (“RTA”), Unit: The Karnataka Bank Limited, # 30, Ramana Residency, 4[th] Cross, Sampige Road, Malleshwaram, Bengaluru - 560003 (Tel no. 080-23460815 / 6 / 7) email id: irg@integratedindia.in along with the duly filled-in Form ISR-1 and other relevant documents. The formats are available on the website of our RTA: https://ipostatus.integratedregistry.in/KYCRegister.aspx

5. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, mobile / phone numbers, PAN, mandates, nominations and bank details etc., to their DPs in case shares are held by them in electronic form and to the RTA of the Bank, in case shares are held by them in physical form.

6. The e-voting period commences on Wednesday, December 24, 2025, at 09:00 AM IST and end on Thursday, January 22, 2026, at 05:00 PM IST .

7. Members desiring to exercise their votes should cast their votes during this period to be eligible for consideration. The e‐voting will not be allowed beyond the aforesaid date and time and the e‐voting module shall forthwith be disabled by NSDL upon expiry of the aforesaid period.

8. A Member cannot exercise his vote by proxy on a Postal Ballot. Further, in case of joint holders, a member whose name appears as the first holder in the order of their names as per the Register of Members will be entitled to cast a vote.

Page 6 of 16

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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

1. All the material documents referred to in this Postal Ballot Notice and the explanatory statement are open for inspection by the Members at the registered office of the Bank during business hours on all working days, until the last date of e-voting. Members seeking to inspect such documents can send a request through email to investor.grievance@ktkbank.com

2. Members desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes given carefully in this Postal Ballot Notice.

3. The Scrutinizer will submit their report to the Chairman or as delegated by the Chairman, to the Company Secretary & Compliance Officer after the completion of scrutiny and the result of the voting by postal ballot through the e-voting process will be announced by the Chairman or Company Secretary & Compliance Officer of the Bank duly authorised, on or before Saturday, January 24, 2026 and will also be displayed on the website of the Bank, besides being communicated to the Stock Exchanges viz. BSE and NSE, and Depositories. The Scrutinizer’s decision on the validity of e-voting will be final.

4. Resolution passed by the members through postal ballot is deemed to have been passed on the last date of voting , i.e., Thursday, January 22, 2026, as if it had been passed at a General Meeting of the members of the Bank.

Page 7 of 16

Regd. & Head Office

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Karnataka Bank Ltd.

Your Family Bank, Across India

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

EXPLANATORY STATEMENT

[Pursuant to Section 102 (1) of the Companies Act, 2013]

Item No.: 1: Appointment of Mr. Raghavendra Srinivas Bhat (DIN: 11165725) as the Managing Director & CEO of the Bank

The Members of the Bank at the 101[st] Annual General Meeting of the Bank held on September 23, 2025 appointed Mr. Raghavendra Srinivas Bhat as a Director of the Bank liable to retire by rotation and also as the Managing Director & CEO of the Bank for a period of 3 (three) months with effect from July 16, 2025, in accordance with the approval of the RBI or for any further period, in accordance with the approval of RBI, from time to time for a fixed remuneration of Rs. 3,00,00,000/- (Rupees three crore only) per annum and the use of the Bank’s car with driver pursuant to the approval received from the Reserve Bank of India vide their letter no.: DoR.GOV.No.2692/08.40.001/2025-26 dated July 07, 2025 in accordance with Section 35B of the Banking Regulation Act, 1949. Further, based on the request of the Bank, the RBI, vide its letter no.: DoR.GOV.No.5262/08.40.001/2025-26 dated October 03, 2025, had approved the extension of tenure of Mr. Raghavendra Srinivas Bhat as the Managing Director & CEO for one month, effective from October 16, 2025 or until the appointment of a regular Managing Director & CEO, whichever is earlier.

Accordingly, upon the completion of the extended timeline of one month, after following the due process and based on the recommendations of the Nomination and Remuneration Committee of the Board, the Board of Directors of the Bank has appointed Mr. Raghavendra Srinivas Bhat (DIN: 11165725) as the Managing Director & CEO of the Bank for a period of One Year with effect from November 16, 2025, pursuant to the approval received from the Reserve Bank of India in accordance with Section 35B of the Banking Regulation Act, 1949.

The Bank has received from him all statutory disclosures / declarations including, (i) consent in writing to act as Director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“Appointment Rules”), and (ii) intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under Section 164 of the Act.

Your Board recommends the Ordinary Resolution for appointing Mr. Raghavendra Srinivas Bhat as the Managing Director & CEO of the Bank, as set out in Item No.: 1 of the Notice and whose position shall be liable to retire by rotation as per the Articles of Association of the Bank.

Except for Mr. Raghavendra Srinivas Bhat and his relatives, no other Director or Key Managerial Personnel of the Bank or their respective relatives are in any way concerned or interested, financially or otherwise, in this resolution.

Brief Profile and additional information about Mr. Raghavendra Srinivas Bhat as per Secretarial Standard - 2, read with Regulation 36 (3) of the Listing Regulations are given below:

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Sl. No. Particulars Information Disclosed
1. Name Mr. Raghavendra Srinivas Bhat
2. DIN 11165725
3. Age 67 Years
4. Educational Qualification B Com, CAIIB
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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office Phone : P. B. No.599, Mahaveera Circle E-Mail : Kankanady Website : Mangaluru – 575 002 CIN :	0824-2228182 comsec@ktkbank.com www.karnatakabank.bank.in L85110KA1924PLC001128

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Sl. No. Particulars Information Disclosed
5. Experience He has had an illustrious 38-years’ career at Karnataka Bank,
starting as a Clerk in 1981. Over the years, he rose through
the ranks and ultimately served as the Chief Operating
Officer (COO) in the CGM Cadre in the year 2019. With
extensive expertise across various domains, Mr. Bhat’s
professional journey encompasses Banking, Finance and
also Agriculture, as his roots are deeply tied to an
agriculturist family background. During his tenure in
Karnataka Bank, his diverse experience spans and covers all
key areas of Banking and Finance, including HR, IT &
Digital Banking, Treasury & Forex Operations, Insurance
(Third Party Products) and Rural Economy. Having held top
management positions for more than a decade, his leadership
and vision have been pivotal in shaping strategic decisions
at the highest levels.
Subsequently, in the year 2025, he held the position of the
Chief Operating Officer of the Bank during the period from
July 02, 2025 to July 15, 2025 and was then appointed as the
Managing Director & CEO for an interim period of three (3)
months with effect from July 16, 2025 and extended by one
month effective from October 16, 2025.
6. Terms and Conditions of Appointment as Managing Director and Chief Executive
Appointment Officer (MD & CEO) of the Bank for a period of one year
w.e.f. 16.11.2025 and shall be liable to retire by rotation.
Mr. Raghavendra Srinivas Bhat (DIN: 11165725), being MD
& CEO, is a Key Managerial Personnel (KMP) of the Bank.
7. Remuneration details As provided in the resolution.
8. Date of first appointment on 16.07.2025, i.e., from the date of taking charge.
the Board
9. Shareholding in the Bank Directly Held: 3501 shares
On a beneficial ownership basis: Nil
10. Relationship with other Not related to any other Directors, Manager and other Key
Directors, Manager and other Managerial Personnel of the Bank.
Key Managerial Personnel of
the Bank
11. Number of Board meetings A total of 11 Board Meetings were attended by him from the
attended last year. date of his first appointment on the Board.
12. Other Directorships, Director and Non-Executive Chairman in the Wholly Owned
Membership / Chairmanship of Subsidiary of the Bank - KBL Services Limited.
Committees of other Boards.
13. Listed entities from which the NIL
person has resigned in the past
three years.
14. Nature of Expertise Banking and Finance
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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office Phone : 0824-2228182 P. B. No.599, Mahaveera Circle E-Mail : comsec@ktkbank.com Kankanady Website : www.karnatakabank.bank.in Mangaluru – 575 002 CIN : L85110KA1924PLC001128

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Sl. No. Particulars Information Disclosed
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Sl. No. Particulars Information Disclosed	Sl. No. Particulars Information Disclosed	Sl. No. Particulars Information Disclosed
15.	Skills and capabilities required for the role in terms of Section 10A (2) of the Banking Regulation Act, 1949. The manner in which the proposed person meets such requirements.	HR, IT & Digital Banking, Treasury & Forex Operations, Insurance (Third Party Products) and Rural Economy, Risk Management. The proposed person has served the Bank for 38 years, rising through the ranks from Clerk to Chief Operating Officer (COO) in the CGM cadre, demonstrating exceptional leadership and operational expertise across key banking domains.  Banking & Finance: With extensive experience in core banking operations, treasury management, and forex dealings, the individual has a comprehensive understanding of financial systems, asset-liability management and regulatory frameworks.  Economics & Rural Economy: The individual has led initiatives in rural banking and financial inclusion, contributing to economic development and policy execution at the grassroots level.  Information Technology & Digital Banking: As COO, the individual oversaw major digital transformation projects, including IT system upgrades, cybersecurity frameworks, and digital banking innovations, aligning with modern banking practices.  Risk Management: Experience in treasury operations and insurance product oversight has equipped the individual with a strong grasp of financial risk, operational risk and compliance mechanisms.  Human Resources: Leadership in HR strategy, talent development and organizational restructuring has contributed to building a resilient and performance-driven workforce. The individual’s multifaceted expertise and long-standing service makes him well-suited to contribute meaningfully to Board-level governance, strategic planning, and regulatory compliance. Mr. Raghavendra Srinivas Bhat has also been the Managing Director & CEO of the Bank since July 16, 2025.

Page 10 of 16

Your Family Bank, Across India

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Karnataka Bank Ltd.

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

E-Voting Process:

Login method for e-Voting for Individual members holding securities in Demat mode in CDSL / NSDL is given below:

- Step 1: Access to the NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of the SEBI circular dated December 09, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access the e-Voting facility.

The login method for Individual shareholders holding securities in demat mode is given below:

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. 2. 3. 4.	For OTP based login, you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client ID, PAN No., Verification code, and generate OTP. Enter the OTP received on your registered email ID/mobile number and click on login. After successful authentication, you will be redirected to the NSDL Depository site, wherein you can see the e-Voting page. Click on the company name ore-Voting service provider, i.e., NSDLand you will be redirected to the e-Voting website of NSDL for casting your vote during the remote e-Voting period. ExistingIDeASusers can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Serviceshomepage, click on the “Beneficial Owner”icon under“Login,” which is available under the‘IDeAS’section. This will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value-added services. Click on“Access to e- Voting”under e-Voting services and you will be able to see the e-Voting page. Click on the company name ore-Voting service provider, i.e., NSDLand you will be re-directed to the e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, the option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open a web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of the e-Voting system is launched, click on the icon “Login” which is available under the ‘Shareholder/Member’ section. A new screen

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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office Phone : 0824-2228182 P. B. No.599, Mahaveera Circle E-Mail : comsec@ktkbank.com Kankanady Website : www.karnatakabank.bank.in Mangaluru – 575 002 CIN : L85110KA1924PLC001128

Type of shareholders		Login Method
	5.	will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to the NSDL Depository site, wherein you can see the e-Voting page. Click on the company name ore-Voting service provider, i.e., NSDLand you will be redirected to the e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for a seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for the CDSL Easi / Easiest facility can login through their existing user ID and password. An option will be made available to reach the e- Voting page without any further authentication. The users to login Easi / Easiest are requested to visit the CDSL website www.cdslindia.com and click on the login icon & New System My Easi Tab and then use your existing My Easi username & password. After successful login, the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by the company. On clicking the e-voting option, the user will be able to see the e-voting page of the e-voting service provider for casting their vote during the remote e-voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi / Easiest, an option to register is available at the CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on the registration option. Alternatively, the user can directly access the e-Voting page by providing the Demat Account Number and PAN No. from an e-Voting link available on the www.cdslindia.com home page. The system will authenticate the user by sending OTP on the registered Mobile & Email as recorded in the Demat Account. After

Page 12 of 16

Your Family Bank, Across India

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Karnataka Bank Ltd.

Regd. & Head Office Phone : 0824-2228182 P. B. No.599, Mahaveera Circle E-Mail : comsec@ktkbank.com Kankanady Website : www.karnatakabank.bank.in Mangaluru – 575 002 CIN : L85110KA1924PLC001128

Type of shareholders	Login Method
	successful authentication, the user will be able to see the e-Voting option where the e-voting is in progress and also be able to directly access the system of all e- VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for the e-Voting facility. Upon logging in, you will be able to see the e-Voting option. Click on the e-Voting option, and you will be redirected to the NSDL/CDSL Depository site after successful authentication, wherein you can see the e-Voting feature. Click on the company name or e-Voting service provider, i.e., NSDL and you will be redirected to the e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve their User ID / Password are advised to use the Forgot User ID and Forgot Password option available at the above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through the Depository, i.e., NSDL and CDSL

Login Type		Helpdesk Details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in NSDL helpdesk by sending a request at calling at 022-4886 7000	login can contact the evoting@nsdl.com or
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact the CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll-free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

- How to log in to the NSDL e Voting website?

1. Visit the e-Voting website of NSDL. Open a web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of the e-Voting system is launched, click on the icon “Login” which is available under the ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL e-services, i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-Services after using your log-in credentials, click on e-Voting and you can proceed to Step 2, i.e., Cast your vote electronically.

5. Your User ID details are given below:

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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

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Manner of holding shares, i.e., Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in a 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL For example, if your DP ID is IN300 and Client ID is
12, then your user ID is IN30012**.
b) For Members who hold shares in a 16 Digit Beneficiary ID
demat account with CDSL For example, if your Beneficiary ID is
12**, then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio Number registered
Physical form with the company
For example, if folio number is 001 and EVEN is
101456, then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and
cast your vote.
b) If you are using the NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once you retrieve your ‘initial password’, you
need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial
password’ is communicated to you on your email ID. Trace the email sent to you from
NSDL from your mailbox. Open the email and open the attachment, i.e., a .pdf file. Open
the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account,
the last 8 digits of the client ID for CDSL account, or the folio number for shares held in
physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow the steps mentioned below in the process
for those shareholders whose email IDs are not registered .
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your
password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account
with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode,) option is
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by the aforesaid two options, you can send a request at
evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name
and your registered address, etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-
Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check
box.
8. Now, you will have to click on the “Login” button.
9. After you click on the “Login” button, the Home page of e-Voting will open.
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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office

Phone : 0824-2228182 E-Mail : comsec@ktkbank.com Website : www.karnatakabank.bank.in CIN : L85110KA1924PLC001128

P. B. No.599, Mahaveera Circle Kankanady Mangaluru – 575 002

- Step 2: Cast your vote electronically on the NSDL e Voting system

- How to cast your vote electronically on the NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select the “EVEN” of the company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options, i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc., with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer; CS. Ullas Kumar Melinamogaru, Practicing Company Secretary, Mangaluru by e-mail to ullas53@gmail.com (Alternate Scrutinizer - CS Namrath Kottary, Practicing Company Secretary, Mangaluru (csnamrathkottary@gmail.com) with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e., other than individuals, HUF, NRI, etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter, etc., by clicking on "Upload Board Resolution / Authority Letter" displayed under the "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and to take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholders and the e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com. For any grievances connected with the facility for e-voting, please contact Mr. Falguni. C, email id: evoting@nsdl.com / 022 - 4886 7000.

Page 15 of 16

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Karnataka Bank Ltd.

Your Family Bank, Across India

Regd. & Head Office Phone : 0824-2228182 P. B. No.599, Mahaveera Circle E-Mail : comsec@ktkbank.com Kankanady Website : www.karnatakabank.bank.in Mangaluru – 575 002 CIN : L85110KA1924PLC001128

Process for those shareholders whose email IDs are not registered with the Depositories for procuring a User ID and Password and registration of email IDs for e-voting for the resolution set out in this Notice :

1. In case shares are held in physical mode, please provide Folio No., Name of Shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhaar (selfattested scanned copy of Aadhaar Card) by email to: investor.grievance@ktkbank.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card) to: investor.grievance@ktkbank.com If you are an Individual shareholder holding securities in demat -

mode, you are requested to refer to the login method explained at step 1 (A ), i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively, shareholder / members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of the SEBI circular dated December 09, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access the e-Voting facility.

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