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Core Purpose

Notice convening the 69th Annual General Meeting of Shareholders of the State Bank of India on 19th June 2024, with instructions for participation via video conferencing and remote e-voting.

Detailed Summary

The State Bank of India (constituted under the State Bank of India Act, 1955), by notice F. No. CC/S&B/AND/2024/109 dated 18th May 2024, announced that its 69th Annual General Meeting of Shareholders will be held at the State Bank Auditorium, State Bank Bhavan Complex, Madame Cama Road, Mumbai-400021 on Wednesday, 19th June 2024 at 3:00 P.M. through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) to adopt the Balance Sheet and Profit and Loss Account for the year ended 31st March 2024, the Central Board's report, and the Auditor's Report, in line with Ministry of Corporate Affairs General Circulars 14/2020, 20/2020, 02/2021, 21/2021, 02/2022, 10/2022 and 09/2023, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014; proxies are not permitted under Regulation 34 of the SBI General Regulations, 1955, though corporate shareholders may appoint authorised representatives under Regulations 32-33, and remote e-voting is to be conducted by National Securities Depository Limited (NSDL) from 10:00 A.M. IST on 14th June 2024 to 5:00 P.M. IST on 18th June 2024, with M/s Bhandari & Associates, Company Secretaries appointed as Scrutinizer; the notice is signed by Dinesh Kumar Khara, Chairman, and includes detailed NSDL e-voting login procedures for demat and physical shareholders.

Full Text

REGD. No. D. L.-33004/99 The Gazette of India CG-MH-E-20052024-254262 EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY No. 367] NEW DELHI, MONDAY, MAY 20, 2024/VAISAKHA 30, 1946 STATE BANK OF INDIA (Constituted under the State Bank of India Act,1955) NOTICE Mumbai, the 18th May, 2024 F. No: CC/S&B/AND/2024/109.—The 69th Annual General Meeting of Shareholders of the State Bank of India will be held at the State Bank Auditorium, State Bank Bhavan Complex, Madame Cama Road, Mumbai - 400021 on Wednesday, the 19th June, 2024 at 03:00 P.M. The Meeting will be held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) to transact the following business: “To discuss and adopt the Balance Sheet and the Profit and Loss Account of the State Bank of India made up to the 31st day of March 2024; the report of the Central Board on the working and activities of the State Bank of India for the period covered by the Accounts; and the Auditor's Report on the Balance Sheet and Accounts.” DINESH KUMAR KHARA, Chairman [ADVT.-III/4/Exty./136/2024-25] ANNEXURE General instructions for accessing and participating in the Annual General Meeting through VC / OAVM facility and voting through electronic means including remote e-voting 1. Pursuant to the General Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs followed by General Circular No. 20/2020 dated May 05, 2020 and General Circular No. 02/2021 dated January 13, 2021 and the General Circular No. 21/2021 dated December 14, 2021 and the General Circular No. 02/2022 dated May 05, 2022, General circular No. 10/2022 dated December 28, 2022, and General circular No. 09/2023 dated September 25, 2023 (“MCA Circulars”), Annual General Meeting (AGM) can be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Accordingly, physical attendance of the Shareholders at venue is not required. The Central Board of the Bank has decided to adopt the above guidelines issued by MCA in conducting Annual General Meeting of the Bank. Hence, Shareholders can attend and participate in the ensuing Annual General Meeting through VC / OAVM, which may not require physical presence of shareholders at a common venue. The deemed venue for the meeting shall be State Bank Auditorium, Corporate Centre of the Bank. 2. In view of the VC facility being provided to the shareholders of the Bank, the facility to appoint proxy to attend and cast vote for the shareholders as provided in Regulation 34 of SBI General Regulations, 1955 is not available for this Annual General Meeting. However, those shareholders which are Body Corporates are entitled to appoint authorized representatives as provided in Regulation 32 and 33 of SBI General Regulations, 1955 to attend the Annual General Meeting through VC / OAVM and participate thereat and cast their votes through e-voting. 3. The Shareholders can join the Annual General Meeting in the VC / OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Annual General Meeting through VC / OAVM will be made available for at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the Annual General Meeting without restriction on account of first come first served basis. 4. The attendance of the Shareholder attending the Annual General Meeting through VC / OAVM will be counted for the purpose of reckoning the quorum under Regulation 24 of SBI General Regulations, 1955. 5. Pursuant to the provisions of Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) read with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, (as amended), and the MCA Circulars, the Bank is providing facility of remote e-voting to its Shareholders in respect of the business to be transacted at the Annual General Meeting. Shareholders will be provided with a facility to attend the AGM through video conferencing platform provided by National Securities Depository Limited (NSDL). The facility of casting votes by a member using remote e-voting system as well as venue voting on 19th June, 2024, the date of the Annual General Meeting will be provided by National Securities Depository Limited (NSDL). 6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice convening the Annual General Meeting has been uploaded on the website of the Bank at www.sbi.co.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and the Annual General Meeting Notice is also available on the website of National Securities Depository Limited (NSDL) (agency for providing the remote e-voting facility) i.e. https://www.evoting.nsdl.com/ 7. Annual General Meeting has been convened through VC / OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12th May, 2020. 8. In terms of Regulation 7 of SBI General Regulations, 1955, in case of joint holders, the person whose name appears first as per the Register of Shareholders of the Bank will be entitled to vote at the Annual General Meeting provided the votes are not already cast through remote e-voting. 9. Members who opt to be present through VC and who do not cast their vote through remote e-voting on a particular resolution will be allowed to vote through e-voting at the Annual General Meeting for that particular resolution. INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS GIVEN BELOW: • The remote e-voting period commences at 10:00 AM IST on 14th June, 2024 and ends at 05:00 PM IST on 18th June, 2024. The remote e-voting module shall be disabled by National Securities Depository Limited (NSDL) for voting thereafter. Once the vote is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently. • During the above period, Shareholders of the Bank, holding shares either in physical form or in dematerialized form as on the cut-off date as provided in Regulation 31 of SBI General Regulations, 1955 may cast their vote by remote e-voting. • Shareholders holding multiple folios / demat account shall choose the voting process separately for each folio / demat account. • The portal will close as aforesaid, and the facility will be disabled immediately upon closure. • The Bank has appointed M/s Bhandari & Associates, Company Secretaries, as the Scrutinizer to ensure that the e- voting process is conducted in a fair and transparent manner. • Shareholders acquiring shares between the cut-off date for E-voting and cut-off date for dispatch of the Notice for 69th AGM / Annual Report 2023-24 and have registered their e-mail IDs with their respective DP, shall be sent communication by the Registrar and Transfer Agent, for attending the AGM. Such shareholders may also visit Bank's website to get the details. How do I vote electronically using NSDL e-Voting system? The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below: Step 1: Access to NSDL e-Voting system A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated December 9, 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 e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below: Type of shareholders Individual Shareholders holding securities in demat mode with NSDL 1. Existing 'IDEAS' user 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- Services home page click on the 'Beneficial Owner' icon under 'Login' which is available under ‘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 e-Voting page. Click on company name i.e., SBI or e-Voting service provider i.e., NSDL and you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for 'IDeAS e-Services', 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 3. Visit the e-Voting website of NSDL. Open 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 e-Voting system is launched, click on the icon 'Login' which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name i.e., SBI or ‘e-Voting service provider i.e., NSDL’ and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App 'NSDL Speede' facility by scanning the QR code for seamless voting experience. 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 e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name i.e., SBI or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through 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 login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 | +-------------------------------------------------------------+-----------------------------------------------------------------------------------+ | Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33 | +-------------------------------------------------------------+-----------------------------------------------------------------------------------+ B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open 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 e-Voting system is launched, click on the icon 'Login' which is available under '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. Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e., Cast your vote electronically. 4. Your User ID details are given below: +---------------------------------------------------------------------+---------------------------------------------------------------------------------+ | Manner of holding shares Demat (NSDL or CDSL) or Physical | i.e. Your User ID is: | +=====================================================================+=================================================================================+ | a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID | | | For example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12****** | +---------------------------------------------------------------------+---------------------------------------------------------------------------------+ | b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID | | | For example, if your Beneficiary ID is 12************** then your User ID is 12************** | +---------------------------------------------------------------------+---------------------------------------------------------------------------------+ | c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered 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 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, last 8 digits of client ID for CDSL account or 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 steps mentioned below in '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 available on www.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] 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 "Login" button. 9. After you click on the "Login" button, Home page of e-Voting will open. Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system How to cast your vote electronically and join General Meeting on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see all the companies in which you are holding shares and their respective 'EVEN' and whose voting cycle and General Meeting is in active status. 2. Select 'EVEN' of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on ‘VC/OAVM’ link placed under 'Join Meeting'. 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 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 by e-mail to '[email protected]' with a copy marked to [email protected]. 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 ‘e-Voting' tab in their login. 2. It is strongly recommended not to share your password with any other person and 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 the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL, Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 at [email protected] or call on 022-4886 7000. Process for those shareholders whose email IDs are not registered with the depositories for procuring user ID and password and registration of email IDs for e-Voting for the resolutions 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), AADHAR (self-attested scanned copy of Aadhar Card) by email to: [email protected] 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), AADHAR (self-attested scanned copy of Aadhar Card) to: [email protected] If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method given at Step 1 (A) above, i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode. 3. Alternatively, shareholders / members may send a request to [email protected] for procuring user ID and password for e-Voting by providing above mentioned documents. 4. In terms of SEBI circular dated December 9, 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 e-Voting facility. INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE ANNUAL GENERAL MEETING ARE AS UNDER: 1. The procedure for e-Voting on the day of the Annual General Meeting is same as the instructions mentioned above for remote e-voting. 2. Only those Members / Shareholders, who will be present in the Annual General Meeting through VC / OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Annual General Meeting. 3. Members who have voted through Remote e-Voting will be eligible to attend the Annual General Meeting. However, they will not be eligible to vote at the Annual General Meeting. 4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Annual General Meeting shall be the same person mentioned for Remote e-voting. INSTRUCTIONS FOR SHAREHOLDERS FOR ATTENDING THE ANNUAL GENERAL MEETING THROUGH VC/OAVM ARE AS UNDER: 1. Shareholder will be provided with a facility to attend the Annual General Meeting through VC / OAVM through the National Securities Depository Limited (NSDL) e-Voting system. Members may access by following the steps mentioned above for 'Access to NSDL e-Voting system'. After successful login, you can see link of 'VC / OAVM link' placed under 'Join Meeting' menu against company name. You are requested to click on VC / OAVM link placed under Join Meeting menu. The link for VC / OAVM will be available in Shareholder / Member login where the EVEN of Company i.e., SBI will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. 2. Members are encouraged to join the Meeting through laptops for better experience. 3. Further, members will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting. 4. Please note that participants connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio / video loss due to fluctuation in their respective network. It is therefore recommended to use stable wi-fi or LAN connection to mitigate any kind of aforesaid glitches. 5. Shareholders who would like to express their views / have questions may send their questions in advance mentioning their name, demat account number / folio number, email id, mobile number at ‘[email protected]’ latest by 13.06.2024 by 05:00 P.M. The same will be replied by the Bank suitably. 6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions. Determination of voting rights - Subject to the provisions contained in Section 11 of the State Bank of India Act, 1955, each shareholder who has been registered as a shareholder for a period of not less than three months prior to the date of a general meeting shall, at such meeting, have one vote for each fifty shares held by him or it. Every shareholder other than the Central Government entitled to vote as aforesaid who, not being a company is present in person or by proxy or who being a company is present by a duly authorised representative, or by proxy shall have one vote on a show of hands and in case of a poll shall have one vote for each fifty shares held by him or it for the whole period of three months prior to the date of such meeting. i.e., 15.03.2024. The duly authorized person representing the Central Government shall have one vote on a show of hands and, in case of a poll, shall have one vote for each fifty shares held by it for the whole period of three months prior to the date of such meeting. The Scrutinizers shall, immediately after the conclusion of voting at the Annual General Meeting, first count the votes cast during the Annual General Meeting, thereafter unblock the votes cast through remote e-voting and make, not later than two working days of conclusion of the Annual General Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour of or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same. The results declared along with the Scrutinizer's Report shall be placed on the Bank's website www.sbi.co.in and on the website of National Securities Depository Limited (NSDL): https://www.evoting.nsdl.com/ immediately. The Bank shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Bank are listed.

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