 

DEG Prohibited Person, or any of the individuals or entities named on (a) lists promulgated
by the United Nations Security Council or its committees pursuant to resolutions issued
under Chapter VII of the United Nations Charter; or (b) the list, as updated from time to
time, of Persons of entities ineligible to be awarded a World Bank Group-financed contract
or otherwise sanctioned by the World Bank Group sanctions board for the period indicated
on the list because they were found to have violated the fraud and corruption provisions of
the World Bank Group anti-corruption guidelines and practices (this list may be found at
www.worldbank.org/debarr or any successor website or location).

 

10.

The Company shall not issue any Securities of the Company to any Third Party, unless such
Third Party:

@ executes a Subscriber Deed of Adherence confirming that it shall be bound by the
Agreement and these Articles as a Shareholder Investor in respect of all Securities
in the Company held or to be held by such Person and promptly provides copies of
such executed Subscriber Deed of Adherence to each of the other Investors,
Promoters and the Company; and

Gi) delivers to each of the other Investors, Promoters and the Company: (a) a
Certificate of Incumbency and Authority for IFC; (b) a Certificate for Incumbency
and Authority for DEG and (c) a copy of the applicable corporate documentation
of such Person authorizing the execution of the Subscriber Deed of Adherence and
the subscription of the applicable Securities in the Company.

It is clarified that the following are exempt from the applicability of this provision: (a) issue
of shares under an approved ESOP Scheme of the Company, and (b) issue of shares to a
Third Party (“New investor”) such that the total shareholding of the New Investor does not
exceed 1% (one percent) of the total paid-up share capital of the Company.

 

11.

No Investor or Promoter shall transfer any Securities of the Company to any Person unless
such Person delivers to each of the other Investors, Promoters and the Company: (i) a
Certificate of Incumbency and Authority for IFC; (ii) a Certificate of Incumbency and
Authority for DEG and (iii) a copy of the applicable corporate documentation of such Person
authorizing the execution of the Affiliate Deed of Adherence or Deed of Adherence as the
case may be and the subscription or purchase of the applicable Securities in the Company.

 

2.

IFC and DEG Related Parties: The Company shall ensure it does not enter into any
transaction with the Related Party without obtaining the prior written approval of IFC and
DEG, in this regard.

"Explanation: For the purposes of this Article, the term “Related Party” shall mean any
Person: (i) that holds a material interest in the Company; (ii) in which the Company holds a
material interest; (iii) that is otherwise an Affiliate of the Company; (iv) who serves (or has
within the past 12 (twelve) months served) as a director, officer or employee of the
Company; or (v) who is a member of the family of any individual included in any of the
foregoing. For the purpose of this definition, “material interest” shall mean a direct or
indirect ownership of shares representing at least 5% (five per cent) of the outstanding voting
power or equity of the Company.

 

13.

The Company and each of the Promoters and Investors shall exercise all such rights and
powers as are available to it to take, or cause to be taken, such actions, and do, perform,
execute and deliver, or cause to be done, performed, executed and delivered, all acts, deeds
and documents necessary, proper or advisable to ensure compliance with and to fully and
effectually implement the provisions of these Articles as promptly as reasonably possible.
Without limiting the generality of the foregoing, the Key Promoter and the Company shall
exercise all such rights and powers as are available to it to cause the Company to take all
actions required to be taken by them hereunder.

 

BOARD OF DIRECTORS

 

 

14.

 

Until otherwise determined by the General Meeting, and subject to Applicable Law, the
Board shall constitute of not less than 3 (three) and not more than 15 (fifteen) Directors at
any time.

 

Number
Directors

of

 

413

 
