General Meetings

100.

Complete Effect

101.

(a)

(b)

(©)

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Subject to the provisions of Applicable Law, not less than 21 (twenty-one) days’ prior written
notice, of all General Meetings, unless a shorter notice period is consented to by all the
Shareholders entitled to vote at such General Meeting, shall be given to the Shareholders at their
respective addresses notified by them to the Company in writing.

An agenda and accompanying materials setting out the business proposed to be transacted at a
General Meeting shall be circulated by the Company to the Shareholders at the same time as the
Notice referred to in Article 100 (a) above is circulated. No business shall be transacted at any
General Meeting duly convened and held other than that specified in the Notice without the
prior consent of all Shareholders. In relation to matters specified under Article 102 (Investor
Consent Rights), which may require the approval of the Shareholders under Applicable Law or
as per the Charter Documents, the Notice and the agenda for such meeting shall specifically
mention that the item of business for such matter requires the prior written consent of the
Investors. Notwithstanding anything contained herein, no decisions shall be taken at the General
Meeting with respect to matters specified in Article 102 (Investor Consent Rights), without each
Investor’s prior written consent

The Board shall provide the Company's previous Financial Year's Audited Financial Statements
to all Shareholders at least 21 (twenty-one) days before the annual general meeting which is
held to approve and adopt such Audited Financial Statements, unless a shorter period is
consented to by all the shareholders entitled to vote at such General Meeting. The notice for
such General Meeting shall specify that it is the annual general meeting of the Company.

The quorum for a General Meeting shall be at least 2 (two) Shareholders holding at least 50%
(fifty per cent) of the Share Capital, present in person or by proxy, or by corporate
representative.

(e) Subject to Applicable Law and the provisions of these Articles, resolutions may be passed at a

(8)

(h)

General Meeting by a vote of a majority of the shares present at the meeting. The voting shall
be by way of poll, unless otherwise agreed in writing by the Shareholders present at such
General Meeting.

In the absence of a valid quorum at a General Meeting, duly convened, the meeting shall be
adjourned and reconvened at the same time and place not earlier than 10 (ten) days but no later
than 21 (twenty-one) days thereafter as the chairman may determine, with the same agenda. The
quorum requirements set out in Article 100 (d) shall also be applicable at such reconvened
meeting provided that if 2 (two) such consecutive reconvened meetings are inquorate, the
quorum for the next meeting shall be reduced to 2 (two) shareholders holding at least 35% (thirty
five per cent) of the Share Capital.

Shareholders may, subject to Applicable Law, participate in General Meetings through tele-
conference or by way of audio - video conference facilities, in compliance with Applicable Law
(including the Act and the Information Technology Act, 2000).

The provisions of this Article 100 (General Meeting) shall apply, mutatis mutandis, to meetings
of any class of Shareholders.

Subject to Applicable Law, the Sponsors and SM shall exercise their voting rights in respect of its Equity
Shares at any General Meeting, and shall take all other actions necessary, to give effect to the provisions
of these Articles. In addition, each Shareholder shall vote its Equity Shares at any General Meeting upon
any matter submitted for action by the Shareholders or with respect to which the Shareholders may vote
and shall cause its Directors on the Board to vote, in conformity with the specific terms and provisions
of these Articles to the extent legally permissible to give complete legal effect to the provisions of the
Shareholders Agreement. The Parties shall use their best efforts to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate or
implement expeditiously the transactions contemplated by, and the agreements and understanding

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