Counterparty: Prudential Corporation Holdings Limited (Prudential).

Relationship: ICICI Bank Limited (Bank) and Prudential are joint promoters of ICICI Prudential Life Insurance Company Limited (Company).

If the listed entity is not a party to the agreement:

a.  name of the party entering into such an agreement and the relationship with the listed entity;

b.  details of the counterparties to the agreement (including name and relationship with the listed entity);

c.   date of entering into the agreement.

Prudential has entered into definitive agreements on May 17, 2026 with Bharti Life Ventures Private Limited, 360 ONE group and Bharti Life Insurance Company Limited (Bharti Life), pursuant to which Prudential has agreed to acquire a 75% stake in Bharti Life (Proposed Transaction) subject to receipt of applicable regulatory approvals and the satisfaction of certain conditions.

To mitigate any potential conflict of interest in the management of the Company pursuant to the Proposed Transaction, the Bank and Prudential have entered into a Letter of Undertaking today.

In view of the Proposed Transaction, the Company will be applying to the Insurance Regulatory and Development Authority of India (IRDAI) for reclassification of Prudential from ‘promoter’ to ‘investor’ under IRDAI laws. The Undertaking sets out certain aspects relating to the inter-se rights of the Bank and Prudential during the period from the date of submission of such application to the IRDAI (Start Date) until closing of the Proposed Transaction or such other date as directed by the IRDAI in writing (End Date).

In the event the Company decides to change its name to remove the word “Prudential” in view of the reclassification, Prudential will undertake necessary steps to support the Company. Prudential will also coordinate with Company on matters including the transition and/or limited usage of the “Prudential” brand name and the iciciprulife.com domain name.

Additional details regarding the significant terms are set out in sr. no. 6 below.

There is no impact on the management or control of the Bank.

The impact is on the management of the Company as under:

a.    Prudential shall abstain from voting on any matters requiring a special resolution, so long as such matter requiring a special resolution does not adversely impact any right or interest of Prudential in the Company. This abstinence shall be effective from the Start Date to the End Date;

b.    Prudential shall arrange for the resignation of its nominee director on the Board of the Company, with effect from the date on which Company approves the aforementioned reclassification application. Further, Prudential shall not nominate another director on the Board of the Company from the Start Date to the End Date; and

c.    With effect from the date on which Prudential’s reclassification from ‘promoter’ to ‘investor’ becomes effective, the Bank shall vote in favour of the appointment / replacement of one director to be nominated by Prudential on the board of the Company, subject to Prudential: (i) holding 10% shareholding in the Company; and (ii) not holding promoter status or more than 10% shareholding in another life insurance company in India.

In case of recission, amendment or alteration, listed entity shall disclose additional details to the stock exchange(s):

i.   name of parties to the agreement;

ii.   nature of the agreement;

iii.  date of execution of the agreement;

iv. details and reasons for amendment or alteration and impact thereof (including impact on management or control and on the restriction or liability quantified earlier);

v. reasons for rescission and impact thereof (including impact on management or control and on the restriction or liability quantified earlier).

For ICICI Bank Limited

: July 4, 2026

Company Secretary