NSEUpdates14 Jul 2026 · 14 Jul 2026, 04:19 pm
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Ujjivan Small Finance Bank Limited · UJJIVANSFB
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Ujjivan Small Finance Bank Limited has responded to Institutional Investor Advisory Services India's voting recommendation letter dated July 9, 2026, regarding the approval of the 'Ujjivan Restricted Stock Units Plan – 2026'. The bank has clarified that the vesting of RSUs will be subject to the achievement of specified performance criteria, including 105% of budgeted revenue and profit targets, and individual performance rating of 'Meets Expectations' or above.
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Ujjivan Small Finance Bank Limited has informed the Exchange regarding response to Institutional Investor Advisory Services India Voting Recommendation Letter dated July 9, 2026.
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UJJIVANBANK_14072026161850_52_Clarification_on_IiAS_Recommendation_RSU_14072026.pdf
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USFB/CS/SE/2026-27/52
Date: July 14, 2026
National Stock Exchange of India Limited BSE Limited
Listing Department Listing Compliance
Exchange Plaza, C-1, Block G, Bandra Kurla P.J. Tower,
Complex, Bandra (E) Dalal Street, Fort,
Mumbai – 400 051 Mumbai – 400 001
Symbol: UJJIVANSFB Scrip Code: 542904
Dear Sir/Madam,
Sub: Response to Institutional Investor Advisory Services India Voting Recommendation Letter dated July 9, 2026
This is to inform that we have received voting recommendation dated July 9, 2026, issued by the proxy advisor firm -
Institutional Investor Advisory Services (liAS) and received by us on July 11, 2026 at 9:30 PM IST. The recommendation
concerns the resolution for the approval of the ‘Ujjivan Restricted Stock Units Plan – 2026', as detailed in the notice of the
10th Annual General Meeting dispatched to the Members of the Bank and filed with the stock exchanges on June 30, 2026.
Our formal clarification regarding the IiAS recommendation is enclosed herewith.
We kindly request you to publish this letter on your platform to ensure shareholders are fully informed while taking their
voting decision.
This intimation shall be available on the website of the Bank at www.ujjivansfb.bank.in
We request you to take note of the above.
Thanking you,
Yours faithfully,
For UJJIVAN SMALL FINANCE BANK LIMITED
Sanjeev Barnwal
Company Secretary and Head of Regulatory Framework
Encl: As mentioned above
Institutional Investor Advisory Services India Limited
DGP House, Grou'1d Floor,
88-C Old Prabhadevi road,
Prabhadevi, Mumbai 400025
Sub: Clarification on recommendation made in your proxy report
This is regarding your report dated July 9, 2026 providing your recommendations on our AGM resolutions.
Firstly, we hereby put on record that we have always appreciated the in-depth analysis which IiAS does while making its
recommendations and has always been very informative to us and we sincerely appreciate your recommendations for
supporting six AGM resolutions (Resolutions, 1,2,3,5,6 & 7), and noted your below remarks and concern raised on the RSU
resolution (No. 4 of our AGM Notice):
“The company seeks shareholders’ approval for the Ujjivan RSU Scheme-2026, which will result in a 1.0% dilution
on the expanded capital base, with upto 20.0 mn RSUs proposed to be granted to the senior leadership. The exercise
price shall be the face value of the share. The vesting of RSUs would be subject to continued employment with the
bank and in addition, the committee shall also specify certain performance criteria subject to satisfaction of which
the RSUs would vest. In cases where the vesting of options is performance-based, we expect companies to provide
detailed disclosures on weightages with respect to the metrics, performance targets, or a commitment to disclose such
targets in the annual report after vesting. In the absence of clarity regarding vesting of options, we do not support the
resolution.”
On the above remarks and concern, we hereby state that below grant conditions for RSUs as stated in clause a. of the
explanatory statement to the resolution 4 of the AGM Notice, will also be applicable for each vesting of these RSUs i.e the
vesting of RSUs subsequent to grant:
“The RSUs shall be granted subject to the achievement of specified performance criteria by the Bank. In particular,
grant shall occur only upon the Bank achieving not less than 105% of its budgeted revenue and profit targets, as
approved by the Board.”
We hereby reiterate that each vesting shall occur only upon the Bank achieving not less than 105% of its budgeted revenue and
profit targets, as approved by the Board.
We also bring to your kind attention the below clause (b) of explanatory statement to RSU Resolution No. 4 of the AGM
Notice:
"Vesting of RSUs would be subject to continued employment with the Bank and has not served any notice of resignation. In
addition to this, the Committee shall also specify certain performance criteria subject to satisfaction of which the RSUs would
vest. The Committee shall have the authority to determine the performance parameters applicable to an Employee or a class
of Employees, based on their respective roles, and to assign relative weightages to each parameter as it deems appropriate."
Referring to the above clause (b), we hereby also confirm that once the Bank satisfies the first condition of vesting i.e. achieved
105% of its budgeted revenue and profit targets, Individual performance rating should be at least “Meets Expectations” (ME)
and above, to be eligible for getting these RSUs vested.
We confirm that the Bank will disclose three key elements in its forthcoming Annual Reports: the actual targets required for
RSU vesting, the performance achieved against those targets to satisfy the initial vesting condition, and the individual metrics
driving the final vesting. These disclosures ensure complete transparency for our stakeholders and align with evolving
governance best practices.
We sincerely request IiAS to consider our above written clarification and help support our RSU resolution No. 4 of AGM
Notice based on our said commitment.
Thanking you,
Yours faithfully,
For UJJIVAN SMALL FINANCE BANK LIMITED
Sanjeev Barnwal
Company Secretary and Head of Regulatory Framework