NOTICE. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

Transcription

1 3D PLM Software Solutions Limited Unit No. 703-B, 7 th Floor, B Wing, Airoli, Navi Mumbai Tel.: Fax: NOTICE Notice is hereby given that an Extraordinary General Meeting of the members of the Company (Equity Shareholders) will be held at the registered office of the Company on Monday, June 18, 2018 at 11:30 a.m. IST to transact the following business: SPECIAL BUSINESS: Issue of Compulsorily Convertible Preference Shares ( CCPS ) of the Company to Dassault Systemes S.E. and Dassault Systemes Americas Corp.: To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 55, 62 of the Companies Act, 2013 read with the Rules made thereunder of the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions as may be amended from time to time of the Companies Act, 2013 and the Articles of Association of the Company and subject to such other approvals, permissions and sanctions, as may be necessary and subject to such conditions as may be prescribed in granting any such approval, consent, permission or sanction, as are accepted by the Board of Directors of the Company (the Board, which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred hereunder), consent of members be and is hereby accorded to the Board of the Directors to authorized to offer, issue and allot 329,000 (Three Lakhs Twenty-Nine Thousand only) Compulsory Convertible Preference Shares (CCPS) of face value of Rs. 5400/- (Rupees five thousand four hundred only) for cash at par amounting to Rs. 1776,600,000/- (Rupees one billion seven hundred seventy-six million six hundred thousand only) for cash at par in one or more tranches, series, at such time or times, in such manner, form and with such rights and privileges and on such terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting, to Dassault Systemes S.E. and Dassault Systemes Americas, Corp, shareholders of the Company in the proportion of their current shareholding as stated in the following table: Shareholder No. of CCPS Dassault Systemes S.E. 219,575 Dassault Systemes Americas, Corp. 109,425 RESOVLED FURTHER THAT: - CCPS shall not have participation rights in surplus fund other than in case of winding-up which may remain after the entire capital has been repaid, where the CCPS shall have the priority with respect to payment of dividend or repayment of capital vis-à-vis equity shares; - the payment of dividend on non-cumulative basis at the discretion of the Board of Directors and only if profits are available for such payment, but with priority vis-à-vis equity shares; - the CCPs holders shall have voting rights only as per the provisions of Section 47 of the Companies Act, 2013; 3D PLM Software Solutions Limited CIN: L72900MH2001PLC Regd. Office: Plant 11, 3 rd Floor, Pirojshanagar, Vikhroli (West), Mumbai

2 RESOLVED FURTHER THAT for the purposes of giving effect to this resolution, all Directors of the Company, Mr. Sudarshan Mogasale, CEO, Mr. Vishwanath Shet, Chief Financial Officer and Ms. Sunipa Ghosh, Company Secretary of the Company, be and are hereby severally authorized to take all steps and to execute, sign and file the required documents/ returns/forms with Registrar of Companies/ Ministry of Corporate Affairs and all other relevant authorities and to make necessary corrections/ modifications/ alterations suggested by the concerned authorities. RESOLVED FURTHER THAT all Directors of the Company, Mr. Sudarshan Mogasale, CEO, Mr. Vishwanath Shet, Chief Financial Officer and Ms. Sunipa Ghosh, Company Secretary of the Company be and are hereby severally authorized to provide a certified copy of this resolution to any person, entity and/or authority as may be required for giving effect to the above resolutions. By Order of the Board of Directors For 3D PLM Software Solutions Ltd., Date: June 13, 2018 Place: Mumbai CIN: L72900MH2001PLC Registered office: Plant 11, 3 rd Floor, Pirojshanagar, Vikhroli (West), Mumbai , Maharashtra, India Sunipa Ghosh Company Secretary Mem. no.: A 22216

3 Notes: 1. The Explanatory Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013 ( the Act ), in respect of the Special Business as list out under Item in the Notice is annexed hereto and forms part of this Notice. 2. A MEMBER entitled to attend and vote at the EXTRA-ORDINARY general meeting of the company is entitled to appoint a proxy to attend and vote instead of himself and such a proxy need not be a member of the company. 3. As per Section 105 of the Companies Act, 2013 and rules made there under, a person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 10 (ten) percent of the total share capital of the company carrying voting rights. Further, a member holding more than 10 (ten) percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or Shareholder. 4. Corporate Members are requested to send a duly certified true copy of the Board Resolution or Representation letter, authorizing their representative to attend and vote at the Meeting. 5. In case of joint holders attending the Meeting, any such joint holder who is higher in the order of names will be entitled to vote. 6. Proxies, in order to be valid, be duly stamped, and lodged with the Company at its Registered Office not later than forty-eight hours before the commencement of the Meeting. 7. The resolutions placed before the Members for approval in this notice do not require approval of the redeemable preference shareholders of the Company as the matters under the resolutions are neither directly affecting to the rights attached with the preference shareholders nor related to the redeemable preference shareholders of the Company. 8. The Notice is being sent to all the Members holding equity shares of the Company, whose names appeared in the Register of Members as on June 13, 2018.

4 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Item No. 1 Offer, Issue and allotment of Compulsorily Convertible Preference Share: The Members are informed, pursuant to the High Court approved composite scheme of arrangement and amalgamation and the term of issue of Redeemable Preference Shares (RPS), the Company is required to compulsorily redeem the RPS after the expiry of 15 months from the allotment of RPS. The term of 15 months will end on June 19, 2018 and accordingly, the Company is therefore required to redeem 30,451,762 outstanding RPS and pay the redemption amount at the rate of Rs. 68 per share to the RPS holders of the Company. In order to meet the funding requirements for the final redemption of RPS, the Company is required to arrange for adequate resources. Hence, the Board of Directors at its meeting held on June 13, 2018, had approved the offer and issuance of 329,000 (Three Lakhs twenty-nine thousand only) Compulsory Convertible Preference Shares (CCPS) of face value of Rs. 5400/- (Rupees five thousand four hundred only) for cash at par amounting to Rs. 1776,600,000/- (Rupees one billion seven hundred seventy-six million six hundred thousand only) to Dassault Systemes S.E. and Dassault Systemes Americas, Corp, shareholders of the Company in the proportion of their current shareholding on preferential basis as stated in the following table: Shareholder No. of CCPS Dassault Systemes S.E. 219,575 Dassault Systemes Americas, Corp. 109,425 Section 55 of the Act read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 ( Rules ) framed there under, inter alia, requires the Company to obtain the prior approval of the Shareholders, by way of a Special Resolution for issuance of preference shares. Article 8 of the Articles of Association of the Company authorizes the Company to issue securities on preferential basis. Accordingly, the approval of the Members is being sought, by way of a Special Resolution, to offer and issue CCPS, in one or more tranche(s). A statement of disclosures as required under Rule 9(3) of the Companies (Share Capital and Debentures) Rules, 2014 and the terms of issue of CCPS, are as under: a) the size of the issue and number of CCPS to be issued and nominal value of each share; No. of CCPS Face value per CCPS (In Rs.) Size (in Rs.) 329, ,600,000

5 b) the nature of such shares: - non-participating in the surplus funds, other than in case of winding-up which may remain after the entire capital has been repaid, where the CCPS shall have the priority with respect to payment of dividend or repayment of capital vis-à-vis equity shares; - dividend payable on a non-cumulative basis at the discretion of the Board of Directors and only if profits are available for such payment, but with priority vis-à-vis equity shares; - compulsorily convertible preference shares c) the objectives of the issue: Proceeds will be used towards final redemption of RPS issued by the Company. d) the manner of issue of shares: Preferential basis e) the price at which such shares are proposed to be issued: Rs. 5400/- f) the basis on which the price has been arrived at: Valuation report issued by M/s. Systematix Corporate Services Limited g) relevant date with reference to which the price has been arrived at: June 11, 2018 h) the class or classes of persons to whom the allotment is proposed to be made: Current promoters / equity shareholders of the Company on the proportion of their current equity shareholding in the Company; i) intention of promoters, directors or key managerial personnel to subscribe to the offer: The Promoters intend to subscribe to the offer; j) the number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price: No CCPS have been issued during the current financial year; k) no default subsists in the redemption of preference shares issued either before or after the commencement of this Act or in payment of dividend due on any preference shares. l) the terms of issue, including terms and rate of dividend on each share, etc.: (a) Face value: The CCPS issued shall have a face value of Rs per CCPS. (b) Coupon: The CCPS shall be subject to the provisions of the Articles of Association of the Company and the Companies Act, 2013 confer the holders thereof a right to a preferential non-cumulative dividend of 3% per annum payable annually only out of profits of the Company after providing for depreciation and at the discretion of the Board of Directors of the Company and if profits are available for such payment, subject to deduction of taxes at source if applicable.

6 (c) Issue and allotment period: Will be allotted within 30 days from the date of approval. (d) Voting Rights: The holder of the CCPS shall have the right to vote in general meeting of the Company only in accordance with Section 47 of the Companies Act (e) Conversion: To be converted into such number of ordinary equity shares of Rs. 10 each in the following schedule: (A) Series 6 (77000 no. of shares): to be converted at a conversion price of Rs any time during any financial year but not later than 31st March (B) Series 7 (84000 no. of shares): to be converted at a conversion price of Rs any time during any financial year but not later than 31st March (C) Series 8 (93000 no. of shares): to be converted at a conversion price of Rs any time during any financial year but not later than 31st March (D) Series 9 (75000 no. of shares): to be converted at a conversion price of Rs any time during any financial year but not later than 31st March and such Conversion will be at the Option of the Company. It is hereby clarified that the fair value of the equity shares of the Company at the time of conversion may change based on the performance of the Company and other parameters of valuation at that point of time. However, the shares will be converted into equity shares at the price mentioned in the respective series in compliance with applicable laws. (f) Taxation: All payments in respect of the CCPS shall be made less any deductions or withholding for or on account of any present or future taxes or duties as required under Applicable Laws. (g) Winding up: In the event of winding up of the Company, the holders of the CCPS shall have a right to receive of the paid up capital and arrears of dividend, declared upto the commencement of winding up, in priority to any paid up capital on the equity shares out of the surplus but shall not have any further rights to participate in the profits of the assets of the Company. (h) Terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion: CCPS will be converted on terms as stated in clause (e) above (i) Manner and modes of redemption: Not applicable

7 (j) Shareholding pattern of the Company: No. of Shares Pre-Issue Post Issue Equity RPS CCPS Equity RPS CCPS Share No. of Share Capital No. of Share Capital No. of Share No. of Share Capital No. of Capital Shares (Rs.) Shares (Rs.) Shares Capital Shares (Rs.) Shares (Rs.) (Rs.) Share Capital (Rs.) Promoters Dassault 534,091 5,340, ,64, ,566, ,091 5,340, ,754 2,072,271,600 Systemes S.E. Dassault Systemes Americas, Corp - Shares 87, , , ,833,400 87, , ,246 1,032,728, Class A 72, , , , Equity -Class B Equity 105,989 1,059, ,989 1,059, Non ,451,762 2,070,719,816 30,451,762 2,070,719, Promoters Total 800,291 8,002,910 30,451,762 2,070,719,816 2,46,000 1,328,400, ,291 8,002,910 30,451,762 2,070,719, ,000 3,105,000,000 (k) Expected dilution in equity share capital upon conversion of preference shares: a) There is no change in control envisaged as CCPS are being issued to the current Promoters / equity shareholders, in the proportion of their current equity shareholding in the Company; b) Upon conversion of the CCPS, there will be no dilution as the CCPS are being issued to the existing Promoters, i.e. Dassault Systemes S.E. and Dassault Systemes Americas, Corp. in the proportion of their current equity shareholding in the Company.

8 The Directors recommend this Resolution at Item of the accompanying Notice for the approval of the Members of the Company. None of the Directors, Key Managerial Person(s) of the Company including their relatives are, in any way, concerned or deemed to be interested in the proposed Resolutions. By Order of the Board of Directors For 3D PLM Software Solutions Ltd. Date: June 13, 2018 Place: Mumbai CIN: L72900MH2001PLC Registered office: Plant 11, 3 rd Floor, Pirojshanagar, Vikhroli (West), Mumbai , Maharashtra, India Sunipa Ghosh Company Secretary Mem. no.: A22216

9 3D PLM SOFTWARE SOLUTIONS LIMITED (CIN: L72900MH2001PLC134244) Regd. Office: Plant 11, 3 rd Floor, Pirojshanagar, Vikhroli (West), Mumbai IN.3DPLM.Investor-Relations@3dplmsoftware.com Website: Tel.: Fax: ATTENDANCE SLIP Extraordinary General Meeting Monday, June 18, 2018 Members or their proxies are requested to present this form for admission, duly signed in accordance with their specimen signatures registered with the Company. DP ID Regd. Folio no.* Client ID No. of Shares Name(s) in Full Father/Husband s Name Address as regd. with Company I/We hereby record my/our presence at the Extraordinary General Meeting of 3D PLM SOFTWARE SOLUTIONS LIMITED held on Monday, June 18, 2018 at 11:30 a.m. IST at Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai and/or any adjournment thereof. Please ( ) in the box MEMBER PROXY Member s Signature *Applicable for the investor holding shares in physical form. Proxy s Signature Note: 1. Shareholders attending the meeting in person or through proxy are requested to complete this Attendance Slip and hand it over at the attendance verification counter at the entrance of Meeting hall. 2. Bodies Corporate, whether a company or not, who are members, may attend through their authorised representatives appointed under Section 113 of the Companies Act, A copy of authorisation should be deposited with the Company.

10 3D PLM SOFTWARE SOLUTIONS LIMITED (CIN: L72900MH2001PLC134244) Regd. Office: Plant 11, 3 rd Floor, Pirojshanagar, Vikhroli (West), Mumbai IN.3DPLM.Investor-Relations@3dplmsoftware.com Website: Tel.: Fax: PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s) Registered Address Id Extraordinary General Meeting Monday, June 18, 2018 Folio No. / Client ID DP ID. I/We being the member(s) of, shares of the above named company, hereby appoint 1. Name: Address: ID: Signature:, or failing him/her 2. Name: Address: ID: Signature:, or failing him/her 3. Name: Address: ID: Signature:, or failing him/her as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary Meeting of 3D PLM SOFTWARE SOLUTIONS LIMITED, to be held on Monday, June 18, 2018 at 11:30 a.m. IST at Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai and at any adjournment thereof in respect of such resolutions as are indicated below:

11 SPECIAL BUSINESS Issue of Compulsorily Convertible Preference Shares ( CCPS ) of the Company to Dassault Systemes S.E. and Dassault Systemes Americas Corp. Signed this day of Signature of shareholder: Affix Revenue Stamp of not less than Re. 1 Signature of Proxy holder(s): Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.