EROS INTERNATIONAL PLC

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other independent financial adviser. If you have transferred all of your Shares (as defined herein), you should send this document to the transferee or to the agent through whom the transfer was effected for transmission to the transferee. If you have sold or transferred only part of your holding of Shares, you are advised to consult your stockbroker, bank or other agent through whom the sale or transfer was effected. A registration statement relating to the A Ordinary Shares (as defined herein) of the Company (as defined herein) has been filed with the United States Securities and Exchange Commission but has not yet become effective. The A Ordinary Shares may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The notice of the EGM (as defined herein) shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the A Ordinary Shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. EROS INTERNATIONAL PLC (incorporated in the Isle of Man with Company No.: V) PROPOSALS RELATING TO: ALLOTMENT AND ISSUE OF NEW A ORDINARY SHARES ADOPTION OF NEW ARTICLES OF ASSOCIATION RE-DESIGNATION OF EXISTING SHARES CANCELLATION OF ADMISSION TO TRADING ON AIM AND OTHER MATTERS Notice of the EGM of the Company, to be held at Fort Anne, Douglas, Isle of Man IM1 5PD on 24 April 2012 at a.m. is set out on page 13 of this document. Whether or not you propose to attend the EGM, you are requested to complete and return the Form of Proxy to the Company s Registered Agent, Cains Fiduciaries Limited, at Fort Anne, Douglas, Isle of Man IM1 5PD in accordance with the instructions printed thereon.

2 CONTENTS DIRECTORS, COMPANY SECRETARY AND ADVISERS... 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS... 4 DEFINITIONS... 5 LETTER FROM THE SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR... 7 NOTICE OF EGM

3 DIRECTORS, COMPANY SECRETARY AND ADVISERS Directors Kishore Lulla (Chairman and Chief Executive Officer) Vijay Ahuja (Executive Vice Chairman) Sunil Lulla (Executive Director) Naresh Chandra (Senior Independent Director and Member of the Audit Committee, Remuneration Committee and Nomination Committee) Dilip Thakkar (Independent Director and Member of the Audit Committee, Remuneration Committee and Nomination Committee) Michael Kirkwood (Independent Director and Member of the Audit Committee and Remuneration Committee) Secretary Richard Vanderplank Registered Office Fort Anne Douglas Isle of Man IM1 5PD Registered Agent Cains Fiduciaries Limited Fort Anne Douglas Isle of Man IM1 5PD Nominated Adviser Evolution Securities Limited 100 Wood Street London EC2V 7AN United Kingdom Legal Advisers to the Company as to the laws of the Isle of Man Legal Advisers to the Company as to US laws Legal Advisers to the Company as to English law Registrar Cains Advocates Limited 6 Battery Road 19 th Floor Singapore Gibson, Dunn & Crutcher LLP 2020 Century Park E. Suite 4000 Los Angeles CA Clifford Chance LLP 10 Upper Bank Street London E14 5JJ Computershare Investor Services (Jersey) Limited Queensway House Hillgrove Street St. Helier Jersey JE1 1ES 3

4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date of this document 30 March 2012 Latest time and date for receipt of Forms of Proxy for the EGM EGM 22 April 2012 at a.m. 24 April 2012 at a.m. Target date for AIM Delisting 2 May

5 DEFINITIONS In this document, the following definitions apply throughout unless otherwise stated: 1931 Act : the Isle of Man Companies Acts (as amended); 1933 Act : the US Securities Act of 1933 (as amended); 2006 Act : the Isle of Man Companies Act 2006 (as amended); A Ordinary Shares : Shares (other than Shares held by the B Shareholders) which will be redesignated as A Ordinary Shares if resolution 3 set out in the Notice is passed, and which will have such rights and restrictions as are set out in the New Articles; AIM : the market of that name operated by the London Stock Exchange; AIM Delisting : the proposed cancellation of admission to trading on AIM of the A Ordinary Shares; B Ordinary Shares : Shares held by the B Shareholders which will be re-designated as B Ordinary Shares if resolution 3 set out in the Notice is passed, and which will have such rights and restrictions as are set out in the New Articles; B Shareholders : shall have the meaning ascribed to such term in the New Articles; Board : the board of Directors of the Company; Business Day : any day (other than a Saturday, Sunday or public holiday in the Isle of Man and London, England) when banks are open for banking business in the Isle of Man and London, England; Company : Eros International PLC, a company incorporated on 31 March 2006 in the Isle of Man under the 1931 Act which re-registered on 29 September 2011 under the 2006 Act; CREST : a relevant system of which CrestCo Limited is the Operator (as defined by the Isle of Man Uncertificated Securities Regulations 2006 (as amended)); Directors : the directors of the Company from time to time; DTC : the Depository Trust Company; EGM : the extraordinary general meeting of the Company, notice of which appears at the end of this document; Existing Articles : the existing Articles of Association of the Company; FAQ : shall have the meaning ascribed to such term on page 10 of this document; Independent Directors : Naresh Chandra, Michael Kirkwood and Dilip Thakkar; New Articles : the new Articles of Association of the Company which, if resolution 3 is passed, will be adopted subject to and with effect only from the listing of the A Ordinary Shares on the NYSE; Notice : the notice of EGM which appears at the end of this document; NYSE : the New York Stock Exchange; 5

6 Permitted Holder : shall have the meaning ascribed to such term in the New Articles; Proposals : shall have the meaning ascribed to such term on page 7 of this document; SEC : the United States Securities and Exchange Commission; Selling Shareholder : Beech Investments Limited, a company incorporated in the Isle of Man, the issued share capital of which is held by the trustees of various discretionary trusts; Shareholders : persons who are registered in the Register of Members of the Company as holders of Shares; Shares : issued ordinary shares of 0.10 each in the capital of the Company or, from the date on which the condition specified in resolution 3 as set out in the Notice is satisfied, A Ordinary Shares and B Ordinary Shares; and US or United States : the United States of America. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. Any reference in this document to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined in the 2006 Act or any statutory modification thereof and not otherwise defined in this document shall have the meaning assigned to it in the 2006 Act or any statutory modification thereof, as the case may be. The headings in this document are inserted for convenience only and shall be ignored in construing this document. 6

7 EROS INTERNATIONAL PLC (incorporated in the Isle of Man under the 2006 Act with company number V) Directors Kishore Lulla Sunil Lulla Vijay Ahuja Naresh Chandra Dilip Thakkar Michael Kirkwood Registered Office Fort Anne Douglas Isle of Man IM1 5PD 30 March 2012 To: The Shareholders of Eros International PLC Dear Sir/Madam, PROPOSALS RELATING TO: ALLOTMENT AND ISSUE OF NEW A ORDINARY SHARES; ADOPTION OF NEW ARTICLES OF ASSOCIATION; RE-DESIGNATION OF EXISTING SHARES; CANCELLATION OF ADMISSION TO TRADING ON AIM; AND OTHER MATTERS 1. INTRODUCTION We are a company incorporated in the Isle of Man in 2006 and currently our Shares are admitted to trading on AIM. We conduct our global operations through our Indian and international subsidiaries, including our majority-owned subsidiary Eros International Media Limited, a public company incorporated in India and listed on the BSE Limited and National Stock Exchange of India Limited. On 4 July 2006, the Company was first admitted and commenced trading of its Shares on AIM. In connection with the initial public offering and placement of Shares, 12,784,091 new Shares were issued at a placing price of 1.76 per Share, for gross proceeds of 22.5 million. On 12 December 2006, the Company issued 10,000,000 additional new Shares at 2.40 per Share in a cash placing for gross proceeds of 24.0 million and on 20 July 2007, issued a further 3,304,825 new Shares at 5.05 per Share in another cash placing, for gross proceeds of approximately 16.7 million. As at 29 March 2012, the latest practicable date prior to publication of this document, the issued share capital of the Company was 118,316,874 Shares. In the three months ending 29 March 2012 the trading price of the Company s Shares on AIM ranged between approximately 2.18 and 2.34 per Share. The closing middle market price per Share was 2.24 on 29 March 2012, being the last practicable day prior to the publication of this document. The Company announced earlier today that it is asking Shareholders, amongst other things, to waive pre-emption rights in connection with the proposed allotment and issue of such number of A Ordinary Shares as the Directors may in their absolute discretion determine in connection with a registered initial public offering in the US of such A Ordinary Shares and the proposed listing of A Ordinary Shares on the NYSE ( Proposal 1 ). B Ordinary Shares will not be admitted to trading on AIM or the NYSE. In addition, the Company is also asking Shareholders to vote on the following actions, all of which are subject to, and will have effect only on the listing of the A Ordinary Shares on the NYSE (together with Proposal 1, the Proposals ): Proposal 2: Proposal 3: Proposal 4: Proposal 5: adoption of the New Articles; re-designation of all Shares, save for those Shares held by the B Shareholders, as A Ordinary Shares; re-designation of all Shares held by the B Shareholders as B Ordinary Shares; and AIM Delisting, as soon as practicable after the listing of the A Ordinary Shares on the NYSE. 7

8 The purpose of this document is to explain the background to the Proposals and the reasons why the Directors unanimously consider the Proposals to be in the best interests of the Company and Shareholders as a whole, and why they recommend that you should vote in favour of the Proposals at the EGM. The EGM is to be held at Fort Anne, Douglas, Isle of Man IM1 5PD on 24 April 2012 at a.m., as set out in the Notice. 2. BACKGROUND TO AND RATIONALE FOR THE PROPOSALS Proposed listing on the NYSE and AIM Delisting The Board has, with a view to enabling the continued growth of the Company, been considering for some time which stock market would be the most appropriate for the listing of the Company s share capital, in terms of providing the most relevant peer group of similar companies, the broadest financial analyst coverage and the highest liquidity, as well as efficient access to additional equity capital on the most favourable economic terms. The conclusion of the Board is that the US capital markets in general, and the NYSE in particular, will best achieve these objectives. The Board believes that in the long term it is not appropriate or cost effective for the Company to maintain a dual listing on both AIM and the NYSE and therefore, subject to both Shareholder approval and to the effective listing of the A Ordinary Shares on the NYSE, the Company intends to apply for AIM Delisting. The AIM Delisting will become effective as soon as practicable after the listing of A Ordinary Shares on the NYSE. It is currently anticipated that AIM Delisting will take effect from 7.00 a.m. on the later of 2 May 2012 or the Business Day following the effective listing of the A Ordinary Shares on the NYSE. If the A Ordinary Shares are not listed on the NYSE, the Company will not continue its application for AIM Delisting and resolution 3 as set out in the Notice will not have effect. The registered initial public offering of A Ordinary Shares by the Company and sale of A Ordinary Shares by the Selling Shareholder The Company is seeking to raise funds through a registered initial public offering in the US and has filed a registration statement with the SEC in connection therewith. The registration statement anticipates the offer of new A Ordinary Shares and a sale of certain issued A Ordinary Shares by the Selling Shareholder. A precise determination of the number of new A Ordinary Shares to be offered by the Company or which will be offered for sale by the Selling Shareholder has not yet been made. The Company will not receive any proceeds from the sale of A Ordinary Shares by the Selling Shareholder. Notwithstanding any existing authority granted to the Company and subject to the passing of resolutions 1 and 2 contained in the Notice, the Company will be authorised to allot and issue such number of A Ordinary Shares as the Directors may in their absolute discretion determine in connection with the registered initial public offering. Shareholders can view the registration statement filed with the SEC (the Form F-1 Registration Statement) at the SEC s website at The Company expects to use the net proceeds from the offer of new A Ordinary Shares: (a) to fund new co-productions and acquisitions of Hindi and regional film catalogue content and film-related content; (b) to grow its digital distribution channel; (c) to maintain and further strengthen its distribution channels; and (d) for other general corporate purposes. The proposed registered initial public offering in the US by the Company of A Ordinary Shares requires, inter alia, Shareholder approval to authorise the Directors to allot and issue A Ordinary Shares; to this end resolutions 1 and 2 in the Notice will be proposed in order to allow the Company to allot and issue new A Ordinary Shares in the US public offering without first offering them to Shareholders. Re-designation of B Ordinary Shares The Independent Directors have taken into account the desire of the Company s founders (who are currently the majority Shareholders of the Company and which include the Selling Shareholder) to continue to hold a majority vote at all general meetings following the registered initial public offering in the US and sale of certain issued A Ordinary Shares by the Selling Shareholder. The Independent Directors believe that, as the founders have built and controlled the Company since its incorporation, they would exercise their majority vote to protect the interests of all Shareholders and the Company. The Independent Directors have, therefore, determined that the proposed listing of A Ordinary Shares on the NYSE and the adoption of the New Articles (which provide for the enhanced voting rights which it is proposed to attach to B Ordinary Shares) would be advantageous to the Company and all Shareholders as these measures should allow Shareholders to enjoy economic benefits while preserving the majority vote of the founders. 8

9 B Ordinary Shares will rank pari passu with A Ordinary Shares in all respects other than voting power. On a poll, the holders of B Ordinary Shares will have ten votes per B Ordinary Share while the holders of A Ordinary Shares will on a poll have one vote per A Ordinary Share. The holders of A Ordinary Shares and B Ordinary Shares will have a right to attend and vote at all general meetings of Shareholders. Under the New Articles, B Ordinary Shares may only be held by or transferred to a Permitted Holder. Amongst other things, a transfer of B Ordinary Shares to any person other than a Permitted Holder shall, immediately upon the registration of such transfer, result in the relevant B Ordinary Shares being converted automatically into A Ordinary Shares. 3. LISTING ON THE NYSE AND AIM DELISTING US Capital Markets The Company has filed a registration statement with the SEC with respect to the A Ordinary Shares and has applied to list the A Ordinary Shares on the NYSE. Once the registration statement is declared effective, the Company will be obligated, pursuant to the rules and regulations of the SEC applicable to foreign private issuers, to file certain periodic reports and other information with the SEC, and to comply with certain other SEC and NYSE rules. These reports will be available to all members of the public (including Shareholders) on the SEC s website at AIM Delisting The Directors believe that the limited benefits of maintaining dual listings for the A Ordinary Shares on both AIM and the NYSE will be significantly outweighed by the expenses and administrative costs to the Company and its Shareholders. The Directors unanimously recommend that the Company delists A Ordinary Shares from AIM following the listing of A Ordinary Shares on the NYSE. Following AIM Delisting, there will be no market facility in the UK for dealing in A Ordinary Shares and Shareholders wishing to deal in A Ordinary Shares will either have to sell their A Ordinary Shares privately or through a broker on the NYSE in compliance with US securities laws (see discussion below). The Directors consider that the NYSE offers a comparable dealing facility to AIM (as the NYSE is an AIM designated market) and so Shareholders should not be materially prejudiced by the AIM Delisting. Shareholders are referred to page 4 of this document for the target date in relation to AIM Delisting. It is currently anticipated that AIM Delisting will take effect from 7.00 a.m. on the later of 2 May 2012 or the Business Day following the effective listing of the A Ordinary Shares on the NYSE. Trading of Shares on the NYSE All A Ordinary Shares registered in the Company s public offering in the US, including the A Ordinary Shares to be sold by the Selling Shareholder, will be immediately available for unrestricted resale in the US following the effectiveness of the registration statement. The A Ordinary Shares, following their re-designation as such if resolution 3 set out in the Notice is passed and the condition specified therein is satisfied, including those that are admitted for trading on AIM prior to the effective date of the US offering, will continue to trade on AIM until AIM Delisting occurs. All existing issued Shares which are not held by affiliates of the Company will, following their re-designation as A Ordinary Shares, be eligible for resale on the NYSE after the NYSE listing is effective. Shareholders should consult their own legal advisers as to whether they are affiliates of the Company but, generally, Shareholders should note that affiliates are Directors, certain officers and Shareholders holding more than 10 per cent. of issued Shares. The Company s officers and Directors and certain affiliates of the Company have agreed, for the benefit of the underwriters of the US offering, not to sell or otherwise transfer their A Ordinary Shares for 180 days following the US public offering (subject to an extension in certain circumstances). In addition, all A Ordinary Shares held by affiliates of the Company are restricted securities under US law and cannot be sold in the US without an effective registration statement or an exemption from registration. As a result, all affiliates will also be required to sell their A Ordinary Shares pursuant to Rule 144 promulgated by the SEC under the 1933 Act, another exemption under the 1933 Act, or pursuant to a US registration statement. Affiliates seeking to sell their A Ordinary Shares should consult their own legal advisers as to the requirements applicable to any sale of A Ordinary Shares in the US. 9

10 Trading Mechanics for the NYSE If a Shareholder holding A Ordinary Shares in certificated form or in uncertificated form in the CREST system wishes to sell A Ordinary Shares on the NYSE, that Shareholder would need to use an eligible US brokerage firm and, to the extent such Shareholder is an affiliate of the Company, abide by the additional limitations imposed by Rule 144 under the 1933 Act. The Company strongly recommends that, after A Ordinary Shares have listed on the NYSE, Shareholders transfer their A Ordinary Shares to a brokerage account that is able to hold securities administered through the DTC prior to attempting to sell such A Ordinary Shares on the NYSE. The transfer of A Ordinary Shares from CREST or certificated form into beneficial interests held through DTC requires time. A Ordinary Shares traded on the NYSE will be traded in US dollars. Shareholders, or their brokerage firms, may contact the Company s Registrar who will either take possession of the share certificate(s) or remove the A Ordinary Shares from the CREST system and, in turn, convert such A Ordinary Shares to certificated form in the name of Cede & Co, as nominee for DTC. Such period of time may exceed the three day trading settlement period mandated by US equities exchanges, which may in turn force a broker to break a trade. A document setting out certain information addressing questions concerning the Company s proposed registered initial public offering and trading of A Ordinary Shares on the NYSE will be prepared for the benefit of Shareholders (the FAQ ). Shareholders are encouraged to review the FAQ in conjunction with this document, which will be available for viewing on the Company s website at following the listing of the A Ordinary Shares on the NYSE, and to consult their stockbroker, solicitor, accountant or other independent financial adviser in the event of any doubt. 4. AMENDMENT TO THE EXISTING ARTICLES OF ASSOCIATION The Existing Articles were adopted on 29 September 2011 pursuant to the Company s de-registration as a company incorporated under the 1931 Act and its re-registration as a company incorporated under the 2006 Act. Subject to and with effect from the listing of A Ordinary Shares on the NYSE, the Company proposes to adopt the New Articles which the Board has been advised contain provisions appropriate for a company whose shares are listed on the NYSE. Shareholders should note that the New Articles contain materially different provisions from the Existing Articles. In addition, the Board has adopted corporate governance policies, guidelines and Board committee charters that incorporate those elements of corporate governance that would typically be adopted by a US public company. The Board believes, however, that certain regulatory requirements of both the SEC and the listing rules of the NYSE will, in many cases, offer Shareholders similar protections as currently are contained in the Existing Articles. The differences between the Existing Articles and the New Articles can be viewed in the marked version of the Existing Articles showing the proposed amendments; these can be viewed on the Company s website at The following is a description of certain material terms of the New Articles and certain provisions of Isle of Man law. This summary does not purport to be complete and is qualified in its entirety by the provisions of the New Articles. General Meetings Although the 2006 Act does not require a company to hold an annual general meeting of shareholders, the New Articles require the Board to convene annually a general meeting of Shareholders at such time and place, and to consider such business, as the Board may determine. Under the New Articles, Shareholders may participate by telephone or other electronic means, so long as all members participating in a general meeting are able to communicate with each other. The quorum required for any general meeting consists of Shareholders holding at least 30 per cent. of the issued share capital of the Company. The concepts of ordinary and special resolutions are not recognised under the 2006 Act, and resolutions passed at a meeting of Shareholders only require the approval of Shareholders, present in person or by proxy, holding in excess of 50 per cent. of the voting rights exercised in relation thereto. However, the New Articles incorporate the concept of a special resolution (requiring the approval of Shareholders holding 75 per cent. or more of the voting rights exercised in relation thereto) in relation to certain matters, such as directing the management of the Company s business and in the event of winding up, sanctioning a transfer or sale of the whole or part of the Company s business or property to another company and allocating any assets among the Shareholders. 10

11 Limitations on the Right to Hold Shares Although there are no provisions under the 2006 Act that expressly limit the right to own Shares in the Company s capital, under the New Articles the Board may determine that any person owning Shares in the Company s capital (directly or beneficially) constitutes a prohibited person and is not qualified to own such Shares if such person is in breach of any law or requirement of any country and, as determined solely by the Board, such ownership would, in the reasonable opinion of the Board, cause a pecuniary or tax disadvantage to the Company, another Shareholder or other securities of the Company. The Board may direct the prohibited person to transfer Shares to another person who is not a prohibited person. The New Articles also identify a Permitted Holder of B Ordinary Shares. Any B Ordinary Shares transferred to a person other than a Permitted Holder will, immediately upon the registration of such transfer, convert automatically into an equivalent number of A Ordinary Shares. Dividends Holders of A Ordinary Shares and B Ordinary Shares whose names appear on the register of members on the date on which a dividend is declared by the Board will be entitled to such dividends according to the Shareholders respective rights and interests in the profits of the Company, subject to the satisfaction of the solvency test contained in the 2006 Act. Any such dividend is payable on the date declared by the Board or on any other date as specified by the Board. Under the 2006 Act, a company satisfies the solvency test if (a) it is able to pay its debts as they become due in the normal course of its business and (b) the value of its assets exceeds the value of its liabilities. In the discretion of the Board, all dividends unclaimed for a period of 12 months may be invested or otherwise used by the Board for the benefit of the Company until claimed by the relevant Shareholder (at which point, the Company shall have again to satisfy the solvency test). All dividends unclaimed for a period of 12 years after having become due for payment may be forfeited and revert to the Company. Directors Under the New Articles and the 2006 Act, the Board controls the business and actions of the Company. The Directors must comply with their fiduciary duties, including the duty to avoid a conflict of interest. Accordingly, the new corporate governance policies adopted by the Company prohibit a Director who is interested in a transaction to vote on the matter. The New Articles provide that the quorum necessary for the transaction of business at a board meeting may be determined by the Board and, in the absence of such determination, is the majority of the members of the Board. Subject to the provisions of the 2006 Act, the Directors may exercise all the powers of the Company to borrow money, guarantee, indemnify and to mortgage or charge Company assets. 5. B ORDINARY SHARES If the New Articles are adopted, the Company will have a dual share class structure. As set out in the New Articles, holders of B Ordinary Shares will, on a poll, have ten votes per B Ordinary Share while holders of A Ordinary Shares will, on a poll, have one vote per A Ordinary Share. B Ordinary Shares may only be held by and transferred to a Permitted Holder. B Ordinary Shares will convert automatically into an equivalent number of A Ordinary Shares if: (a) such shares are transferred to a person other than a Permitted Holder; or (b) a person is no longer a Permitted Holder. Under the Articles, each Permitted Holder is required to notify the Directors forthwith if it ceases to meet the requirements to be a Permitted Holder and to deliver to the Company a certification in writing (at the request of the Directors from time to time but always prior to any general meeting) that they continue to be a Permitted Holder. If at any time the aggregate number of B Ordinary Shares in issue constitutes less than ten per cent. of the aggregate number of A Ordinary Shares and B Ordinary Shares in issue, such B Ordinary Shares shall convert automatically and with immediate effect into an equivalent number of A Ordinary Shares. 6. MEETING AND RESOLUTIONS Shareholders will find at the end of this document a notice convening the EGM and a Form of Proxy for use at the EGM. 11

12 The EGM is convened for the date and time set out in the Notice, and will be held at Fort Anne, Douglas, Isle of Man IM1 5PD. In order to be validly passed, special resolutions 1 and 3 must each be passed by a majority of not less than three-fourths of such Shareholders as, being entitled so to do, attend and vote at the EGM in favour of such resolutions. In order to be validly passed, resolution 2, an ordinary resolution, requires to be passed by a simple majority of Shareholders who, being entitled so to do, attend and vote at the EGM in favour of such resolution. 7. ACTION TO BE TAKEN If you are unable to attend the EGM, notice of which appears on page 13 of this document, but wish to exercise your vote, please complete the attached Form of Proxy and return it for the attention of the Company s Registered Agent, Cains Fiduciaries Limited, at Fort Anne, Douglas, Isle of Man IM1 5PD. To be valid the Form of Proxy must be received at the above address not later than 48 hours before the time fixed for the holding of the EGM. Recommendation The Directors consider that the Proposals and other matters referred to in this document are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions to be proposed at the EGM as they intend to do. In addition, certain Shareholders, one of which is connected with certain of the Directors, who together hold in excess of 75 per cent. of the Shares have provided written undertakings to vote in favour of the resolutions to be proposed at the EGM. Yours faithfully, NARESH CHANDRA Senior Independent Non-Executive Director for and on behalf of EROS INTERNATIONAL PLC 12

13 NOTICE OF EXTRAORDINARY GENERAL MEETING EROS INTERNATIONAL PLC (the Company ) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ( EGM ) of the Company will be held at Fort Anne, Douglas, Isle of Man IM1 5PD on 24 April 2012 at a.m. for the purpose of considering and, if thought fit, passing the following resolutions of which resolutions 1 and 3 are being proposed as special resolutions and resolution 2 is being proposed as an ordinary resolution. Resolution 1: That, notwithstanding any existing authority granted to the Company, the pre-emption rights contained in Article 4.2 of the Articles be waived in connection with the allotment of such number of A Ordinary Shares (as defined below) of 0.10 each as the directors of the Company may in their absolute discretion determine (the Relevant A Ordinary Shares ) provided that such authority shall expire on 20 June 2012 save that the Company may before such expiry, make an offer or agreement which would or might require the Relevant A Ordinary Shares to be allotted after such expiry and the directors of the Company may allot the Relevant A Ordinary Shares pursuant to any such offer or agreement as if the authority conferred hereby had not expired. Resolution 2: That, notwithstanding any existing authority granted to the Company and subject to the passing of Resolution 1, the Company be authorised pursuant to Article 4.1 of the Articles to issue the Relevant A Ordinary Shares, provided that such authority shall expire on 20 June 2012 save that the Company may before such expiry, make an offer or agreement which would or might require the Relevant A Ordinary Shares to be issued after such expiry and the directors of the Company may issue the Relevant A Ordinary Shares pursuant to any such offer or agreement as if the authority conferred hereby had not expired. Resolution 3: That, subject to and with effect from the listing of the A Ordinary Shares (as defined below) on the New York Stock Exchange (the NYSE ): (a) the Company adopt new articles of association (the New Articles ) in the form produced to the meeting and initialled by a director of the Company for the purposes of identification, in substitution for, and to replace, the Company s existing articles of association; (b) all existing ordinary shares of 0.10 each in the issued capital of the Company (save for those shares held by the shareholders defined as the B Shareholders in the New Articles) be re-designated as A Ordinary Shares (the A Ordinary Shares ), with such rights as are set out in the New Articles; (c) existing ordinary shares of 0.10 each in the issued capital of the Company which are not A Ordinary Shares be re-designated as B Ordinary Shares, with such rights as are set out in the New Articles; and (d) admission to trading on AIM (a market operated by London Stock Exchange plc) of all and any shares in the capital of the Company be cancelled and that the directors of the Company be authorised to take all steps which are necessary or desirable in order to effect such cancellation as soon as practicable following the listing of the A Ordinary Shares on the NYSE. 30 March 2012 By order of the Board RICHARD VANDERPLANK Secretary Registered Office Fort Anne Douglas Isle of Man IM1 5PD 13

14 Notes (i) A member entitled to attend and vote at the EGM convened by this Notice is entitled to appoint one or more proxies to attend and, on a poll, to vote in his or her stead. A proxy need not be a member of the Company. (ii) In the case of joint holders, the signature of only one of the joint holders is required on the Form of Proxy but the vote of the first named on the register of members will be accepted to the exclusion of other joint holders. (iii) To appoint a proxy you may use the Form of Proxy enclosed with this Notice. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be deposited by a.m. on 22 April 2012 at the offices of the Company s Registered Agent, Cains Fiduciaries Limited, Fort Anne, Douglas, Isle of Man IM1 5PD. (iv) Pursuant to regulation 22 of the Isle of Man Uncertificated Securities Regulations 2006, the Company has specified that only those holders of the Company s shares registered on the register of members of the Company as at a.m. on 22 April 2012, or, in the event that the EGM is adjourned, on the register of members 48 hours before the time of any adjourned EGM shall be entitled to attend and vote at the EGM in respect of the number of such shares registered in their names at the relevant time. Changes to entries on the register of members after a.m. on 22 April 2012 or, in the event that the EGM is adjourned, on the register of members less than 48 hours before the time of any adjourned EGM, shall be disregarded in determining the right of any person to attend and vote at the EGM. (v) The differences between the Company s existing Articles of Association and the New Articles in the marked version of the existing Articles of Association showing the proposed amendments will available for inspection at the Company s registered office, Fort Anne, Douglas, Isle of Man, IM1 5PD during normal business hours on any weekday (public holidays excepted) from the date of this Notice until the date of the EGM and at the EGM for 15 minutes prior to and during the EGM. Shareholders may also refer to the Company s website at for an electronic copy. (vi) This document and the offer relates to the securities of a non-us company. The matters to be considered by the Shareholders at the EGM, including the Proposals, are subject to the disclosure requirements of a foreign jurisdiction that are different from those of the US. Financial statements of the Company have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of US companies. (vii) It may be difficult for you to enforce your rights and any claim you may have arising under the US federal securities laws, since the Company is located in a non-us jurisdiction, and some or all of its officers and directors may be residents of a non-us country. You may not be able to sue the Company or its officers or directors in a non-us court for violations of the US securities laws. It may be difficult to compel a non-us company and its affiliates to subject themselves to a US court s judgement. (viii) Some of the information presented in this document and in related comments by the Company s management contains forward-looking statements. In some cases, these forward-looking statements are identified by terms and phrases such as aim, anticipate, believe, feel, contemplate, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, future, goal, objective, and similar expressions and include references to assumptions and relate to the Company s future prospects, developments and business strategies. Similarly, statements that describe the Company s strategies, objectives, plans or goals and statements regarding the proposed offering and the anticipated costs of these transactions are forward-looking statements and are based on information available to the Company as of the date of this document. Forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant statement. Such risks and uncertainties include a variety of factors, some of which are beyond the Company s control. In particular, such risks and uncertainties include market conditions. Information concerning these and other factors that could cause results to differ materially from those contained in the forward-looking statements is contained under the caption Risk Factors in the Company s Registration Statement on Form F-1 filed with the US Securities and Exchange Commission. The Company undertakes no obligation to revise the forward-looking statements included in herein to reflect any future events or circumstances, except as required by law. The Company s actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. (ix) This document and the information set forth herein is separate and apart from the Company s Registration Statement and neither this document nor the information set forth herein shall be incorporated by reference therein. 14

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