Proceedings at General Meetings

Article 93 provides that, “Subject to any rights or restrictions for the time being attached to any class or classes of shares:

ji) on a show of hands, every member present in person shall have 1 (one) vote; and
(ii) on a poll, the voting rights of members shall be in proportion to his share in the paid-up Equity Share capital of the
Company.

Provided however that the voting rights associated with the shareholding of each Shareholder shall be subject to the limit
permitted by the RBI, the Guidelines, the 1949 Act or other Applicable Laws.”

Article 94 provides that:

ji “Member not personally present shall not be entitled to vote on a show of hands unless such member is represented by
an attorney or unless such member is a body corporate present by a representative duly authorised under Section 113 of
the Act in which case such attorney or representative may vote on a show of hands as if he were a member of the
Company.

(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in
which the names stand in the register of members.

(iii) A body corporate (whether a company within the meaning of the Act or not) may, if it is duly authorised by a resolution
of its Directors or other governing body, appoint a person to act as its representative at any general meeting in
accordance with the provisions of Section 113 of the Act.

(iv) A copy of such resolution duly certified by any one director of such body corporate or by a member of its governing
body as being a true copy of the resolution passed shall be accepted by the Company as sufficient evidence of the
validity of his appointment as an authorised representative.

(vy) A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy,
may vote, whether on a show of hands on a poll, by his committee or other legal guardian and any such committee or
guardian may, on a poll, vote by Proxy.”

Article 95 provides that, “No member shall be entitled to vote at any general meeting unless all calls or other sums presently
payable by him in respect of shares in the Company have been paid or where the Company has exercised any right of lien.”

Dividends and Reserve

Article 102 provides that, “The Company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board; however, the Company in general meeting may declare a lesser dividend.

No dividend shall be declared or paid by the Company for any financial year, unless the requirements of Sections 15, 17 and
other applicable provisions, if any, of the 1949 Act are complied with.”

Article 103 provides that, “Subject to the provisions of the Act, the Board may from time to time pay to the members such interim
dividends of such amount on such class of shares and at such times as it may think fit.”

Article 104 provides that, “No dividend shall be paid otherwise than out of profits of the year or any other undistributed profits
or otherwise than in accordance with the provisions of Section 123 of the Act or any other Applicable Law for the time being in
force and no dividend shall carry interest as against the Company unless required by Applicable Law. The declaration of the
Board as to the amount of the net profits of the Company shall be conclusive.”

Article 106 provides that, “All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid
on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on
terms providing that it shall rank for dividends as from a particular date such shares shall rank for dividend accordingly.”

Article 109 provides that, “Where the Company has declared a dividend but which has not been paid or claimed within 30 (thirty)
days from the date of declaration, the Company shall, within 7 (seven) days from the date of expiry of the 30 (thirty) day period,
transfer the total amount of dividend which remains so unpaid or unclaimed, to a special account to be opened by the Company
in that behalf in any scheduled bank, to be called “Suryoday Small Finance Bank Unpaid Dividend Account”. Any money
transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of 7 (seven) years
from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund established
under the Act. Further, there shall be no forfeiture of unclaimed or unpaid dividend before the claims become barred by law.”

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