Activity Date Day. Public Announcement by the Acquirer May 13, 2010 Thursday. Specified Date May 13, 2010 Thursday

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2 NOTE: If you wish to tender your equity shares pursuant to this Bid Letter to the Acquirer, you should: Read carefully this Bid Letter and the instructions herein. Complete and sign the accompanying Bid Form and tender the same in accordance with the instructions contained therein and in this Bid Letter. Ensure that you have (a) credited or pledged your equity shares to the correct Special Depository Account (details of which are set out in paragraph 13.5 of this Bid Letter) and obtained an acknowledgment of your delivery instruction or pledge instruction, as applicable, from your depository participant in relation thereto, or (b) executed the transfer deed in case of shares held in physical form. Submit: (a) your Bid Form, and (b) (i) a photocopy of your duly acknowledged delivery instruction or pledge instruction to your depository participant, as applicable, or (ii) original contract note (required only if you are an unregistered shareholder), original share certificate along with transfer deed duly signed in case of shares held in physical form, by hand delivery to relevant Bid Centres specified in this Bid Letter during a.m. to 3.00 p.m. on or before the Bid Closing Date. Shareholders (in particular those shareholders who are resident in areas where no Bid Centres are located) may also submit the above mentioned documents by registered post or courier (at their own risk and cost) to: Ms. Megha Parekh, HSBC InvestDirect Securities (India) Limited, Dhana Singh Processor Premises, J B Nagar, Andheri Kurla Road, Andheri East, Mumbai , such that they are received on or before 3.00 p.m. on the Bid Closing Date. Floor Price: Rs. 194/- per fully paid-up equity share of the face value of Rs. 10/- each Activity Date Day Public Announcement by the Acquirer May 13, 2010 Thursday Specified Date May 13, 2010 Thursday Dispatch of Bid Letters / Bid Forms to Public Shareholders May 18, 2010 Tuesday Bid Opening Date (10.00 a.m.) May 28, 2010 Friday Last date for upward revision or withdrawal of Bids June 2, 2010 Wednesday Bid Closing Date (3.00 p.m.) June 3, 2010 Thursday Public Announcement of Discovered Price/ Exit Price and Acquirer s acceptance/ rejection of Discovered Price/ Exit Price June 15, 2010 Tuesday Last date for payment of consideration June 17, 2010 Thursday Last date for return of Offer Shares tendered under the Delisting Offer to Public Shareholders in case of failure of the Delisting Offer June 17, 2010 Thursday 2

3 TABLE OF CONTENTS S. No. Particulars Page No. 1. BACKGROUND OF THE DELISTING OFFER 6 2. INFORMATION ON THE ACQUIRER 7 3. OBJECTIVE OF DELISTING 8 4. INFORMATION ON THE COMPANY 8 5. STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED 6. STOCK MARKET DATA 9 7. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN LIKELY POST DELISTING CAPITAL STRUCTURE DETERMINATION OF THE FLOOR PRICE DETERMINATION OF DISCOVERED PRICE AND EXIT PRICE CONDITIONS TO THE DELISTING OFFER DATES OF OPENING AND CLOSING OF THE BID PERIOD PROCEDURE FOR BIDDING PROCEDURE FOR SETTLEMENT PROPOSED TIMETABLE FOR THE DELISTING OFFER DETAILS OF THE ESCROW AMOUNT STATUTORY AND REGULATORY APPROVALS TAX DEDUCTED AT SOURCE CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY COMPLIANCE OFFICER BSE DISCLAIMERS

4 KEY DEFINITIONS S. No. Term Definition 1. Acquirer Goodyear Orient Company (Private) Limited 2. Bid Offer by a Public Shareholder to tender his/her/its Offer Shares by submitting a Bid Form at the relevant Bid Centre during the Bid Period in accordance with this Bid Letter 3. Bid Centres The centres specified in paragraph 13.2 of this Bid Letter for the submission of Bid Forms 4. Bid Closing Date June 3, 2010 (Thursday) being the last date of the Bid Period 5. Bid Form Bid form as enclosed with this Bid Letter and specifically marked as Bid Form 6. Bid Opening Date May 28, 2010 (Friday) being the date on which the Bid Period commences 7. Bid Period Period commencing at a.m. on Bid Opening Date to 3.00 p.m. on Bid Closing Date i.e a.m. on May 28, 2010 (Friday) to 3.00 p.m. on June 3, 2010 (Thursday), both days inclusive 8. BSE Bombay Stock Exchange Limited 9. Company Goodyear India Limited 10. Delisting Offer The proposed acquisition by the Acquirer of fully paid-up equity shares of the Company held by the Public Shareholders and delisting of the equity shares of the Company from the BSE in accordance with the Delisting Regulations, the Public Announcement and this Bid Letter 11. Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, Discovered Price The price at which the maximum number of Offer Shares are tendered by the Public Shareholders pursuant to the reverse bookbuilding process in accordance with the Delisting Regulations, being the minimum price payable by the Acquirer for the Offer Shares it intends to acquire pursuant to the Delisting Offer 13. Equity Capital Paid-up equity share capital of the Company 14. Equity Shares Fully paid-up equity shares of the Company having face value of Rs. 10/- each 15. Escrow Amount The amount required to be maintained in escrow by the Acquirer in accordance with Regulation 11 of the Delisting Regulations, details 4

5 of which are set out in paragraph 16 of this Bid Letter 16. Exit Price The price finally accepted and offered by the Acquirer to the Public Shareholders (which may be the Discovered Price or a price higher than the Discovered Price) 17. Floor Price The price of Rs. 194/- per Offer Share determined in accordance with the Delisting Regulations 18. GTRC The Goodyear Tire & Rubber Company 19. Indicative Price The price of Rs. 245/- per Equity Share at which GTRC indicated its willingness to acquire the Offer Shares tendered pursuant to the Delisting Offer 20. Manager to the Offer Citigroup Global Markets India Private Limited 21. Offer Shares 5,997,292 Equity Shares, representing 26% of the Equity Capital, held by the Public Shareholders 22. Public Announcement Public Announcement of the Delisting Offer made by the Acquirer on May 13, 2010 (Thursday) in The Economic Times, English national daily all editions; The Navbharat Times, Hindi national daily all editions; and Maharashtra Times, Marathi regional language daily Mumbai edition 23. Public Shareholders All the shareholders of the Company other than the promoters 24. RBI Reserve Bank of India 25. Registrar to the Offer Link Intime India Private Limited 26. SEBI Securities and Exchange Board of India 27. Special Depository Account The account of the Manager to the Offer to which the Offer Shares must be credited or pledged prior to submission of Bids by Public Shareholders, details of which are set out in paragraph 13.5 of this Bid Letter 28. Specified Date May 13, 2010 (Thursday) 29. Trading Member HSBC InvestDirect Securities (India) Limited Note: All capitalised terms used in this Bid Letter, but not otherwise defined herein, shall have the same meaning as ascribed to them in the Delisting Regulations. 5

6 Dear Shareholder, INVITATION TO TENDER EQUITY SHARES HELD BY YOU IN THE COMPANY This is an invitation to tender your Offer Shares (as hereinafter defined) in the Company to the Acquirer on the terms and subject to the conditions set out below, the Public Announcement and in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ( Delisting Regulations ). 1. BACKGROUND OF THE DELISTING OFFER 1.1 The Company is a public limited company incorporated under the Indian Companies Act, 1913, having its registered office at Mathura Road, Ballabgarh, Dist. Faridabad, Haryana , India. The paid-up equity share capital of the Company ( Equity Capital ) comprises of 23,066,507 fully paid-up equity shares having face value of Rs. 10/- each ( Equity Shares ). The Equity Shares are listed on the Bombay Stock Exchange Limited ( BSE ). 1.2 The Acquirer is a company incorporated and registered under the laws of Singapore having its principal office at 39 Changi South Avenue 2, APICO Industrial Building, Singapore The Acquirer is a direct wholly owned subsidiary of The Goodyear Tire & Rubber Company ( GTRC ), a company incorporated under the laws of Ohio, United States of America having its principal office at 1144, East Market Street, Akron, Ohio , United States of America. The Acquirer currently holds no Equity Shares, whereas GTRC, the parent company of the Acquirer holds 17,069,215 Equity Shares, representing 74% of the Equity Capital. GTRC is the promoter of the Company and has been declared as such in the filings made by the Company with the BSE. The Acquirer, being a wholly owned subsidiary of GTRC, is a part of the promoter group of the Company, and therefore considered as a promoter and eligible to make the Delisting Offer, in terms of the Delisting Regulations. 1.3 The Acquirer is dispatching this Bid Letter to the public shareholders of the Company (defined to mean all the shareholders of the Company other than the promoters and hereinafter referred to as the Public Shareholders ) to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out below, up to 5,997,292 Equity Shares, representing 26% of the Equity Capital (the Offer Shares ). Consequent to the Delisting Offer and upon the combined shareholding of GTRC and the Acquirer reaching a minimum of 90% of the Equity Capital and fulfilment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist the Equity Shares from the BSE in accordance with the Delisting Regulations. 1.4 On February 8, 2010, GTRC intimated its intention to make the Delisting Offer (either directly or through one or more of its wholly owned subsidiaries) to the Company and requested the board of directors of the Company to convene a meeting to consider the proposal of delisting, to place the proposal of delisting before the shareholders of the Company for their consideration and approval by a special resolution passed through postal ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations, and to seek in-principle approval of the BSE for delisting the Equity Shares in accordance with Regulation 8(1)(c) of the Delisting Regulations. 1.5 The board of directors of the Company vide its resolution dated February 9, 2010, approved the proposal received from GTRC to initiate the Delisting Offer (either directly or through one or more of its wholly owned subsidiaries) in accordance with the provisions of the Delisting Regulations, subject to applicable law, approval of the shareholders of the Company and in-principle approval of the BSE. A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on April 7, 2010, approving the proposed delisting of the Equity Shares from the BSE in 6

7 accordance with the Delisting Regulations. The votes cast by Public Shareholders in favour of the Delisting Offer were more than two times the number of votes cast by the Public Shareholders against it. The BSE has issued its in-principle approval for the Delisting Offer, subject to compliance with the Delisting Regulations, vide letter dated April 27, The Acquirer has issued a public announcement ( Public Announcement ) to the Public Shareholders on May 13, 2010 in the following newspapers in accordance with Regulation 10(1) of the Delisting Regulations: Newspaper Language Editions The Economic Times English All The Navbharat Times Hindi All Maharashtra Times Marathi Mumbai 1.7 Modifications to the Public Announcement, if any, will be notified by issuing a corrigendum in all of the aforementioned newspapers. 1.8 The Acquirer reserves the right to withdraw the Delisting Offer in certain cases as more fully set out in paragraph 11 of this Bid Letter. 2. INFORMATION ON THE ACQUIRER 2.1 The Acquirer is incorporated under the laws of Singapore having its principal office at 39 Changi South Avenue 2, APICO Industrial Building, Singapore The Acquirer is engaged in the business of managing the natural rubber purchasing, delivery, financing, treasury and quality for the worldwide operations of GTRC, which is the direct holding company of the Acquirer and the ultimate parent company of the Goodyear group. 2.2 The paid-up share capital of the Acquirer as on December 31, 2008 was US$ 4,717,352 consisting of 8,735,540 shares with no par value. The entire paid-up share capital of the Acquirer is held by GTRC, and the Acquirer is an unlisted company. 2.3 A brief summary of the audited financials of the Acquirer for the years ended December 31, 2006, December 31, 2007 and December 31, 2008, being the last three financial years for which audited financials are available for the Acquirer, is provided below. The financials have been prepared in accordance with the provisions of Singapore Companies Act (Cap. 50) and Singapore Financial Reporting Standards. For the financial year ended December 31 (audited) (in US$ Million) Total Sales 1,684 1,762 2,234 Gross Profit

8 Profit before tax Profit after tax Earnings per Share (US$) Share Capital Retained Earnings Property, Plant and Equipment Net Current Assets Net Worth Return on Net Worth (%) OBJECTIVE OF DELISTING 3.1 The objective of delisting the Equity Shares is to provide the Acquirer and GTRC with enhanced flexibility and efficiencies in managing their global business operations. Further, the Acquirer believes that the delisting of the Equity Shares is in the interest of the Public Shareholders of the Company and will provide them with an exit opportunity from the Company at a price arrived at by the reverse book building process in accordance with the Delisting Regulations. 4. INFORMATION ON THE COMPANY 4.1 The Company is a public limited company incorporated under the Indian Companies Act, 1913 having its registered office at Mathura Road, Ballabgarh, Dist. Faridabad, Haryana , India. The Equity Shares are listed on the BSE. 4.2 The Company is a subsidiary of GTRC, which is also the direct parent company of the Acquirer. The Company is engaged in the business of manufacturing, distribution and sale of automotive tyres, tubes, flaps and related products. 4.3 The Acquirer also proposes to purchase Equity Shares held by GTRC. In relation to such proposed acquisition, the Acquirer has made (i) an application to the Securities and Exchange Board of India ( SEBI ) seeking an exemption under Regulation 3(1)(l) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 from applicability of Chapter III of the said Regulations and the requirement to make a public announcement thereunder; and (ii) an application to the Reserve Bank of India ( RBI ) for undertaking the said purchase of Equity Shares as a block deal on the stock exchange. In the event such approvals are granted by the SEBI and the RBI and transfer of the Equity Shares from GTRC to GOCPL is undertaken, the Acquirer shall forthwith issue a corrigendum to the Public Announcement reflecting the change in the shareholding of GTRC and the Acquirer in the Company. 4.4 The Company was originally incorporated on October 10, 1922, in the name of Goodyear Tyre & Rubber Co. (India) Limited, under the Indian Companies Act, Subsequently, its name was changed to Goodyear Tyre & Rubber Co. of India Limited on March 18, Thereafter, its name was 8

9 changed to Goodyear Tyre & Rubber Co. of India Private Limited with effect from April 4, Lastly, the Company changed its name to Goodyear India Limited with effect from March 28, A brief summary of the audited financial statements of the Company for the financial years ended December 31, 2007, December 31, 2008, and December 31, 2009 is provided below. For the financial year ended December 31 (audited) (in Rs. lacs) Net Sales 89,043 91, ,510 Other income 983 1, Total Sales 90,027 93, ,997 Profit before interest, depreciation and tax 8,070 6,597 12,742 Profit before tax 6,475 5,231 11,141 Profit after tax 4,023 3,219 7,309 Basic and Diluted Earnings per Share (Rs.) Paid-up Share Capital 2,307 2,307 2,307 Net Fixed Assets* 11,573 12,775 15,664 Net Current Assets** 3,821 4,401 6,896 Net Worth 14,131 15,731 21,151 Return on Net Worth (%) *Including Capital Work in Progress ** Excludes Revaluation of Rs lacs for 2007, Rs lacs for 2008 and Rs lacs for STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED 5.1 The Equity Shares are presently listed and traded on the BSE. The Acquirer is seeking to delist the Equity Shares from the BSE. 6. STOCK MARKET DATA 6.1 The high, low and average prices of the Equity Shares (in Rs. per share) during the preceding three years on BSE were as follows: 9

10 Calendar Year BSE High* (Rs.) Low* (Rs.) Average** (Rs.) (Source: * High/low during the period **Average of daily closing prices during the period 6.2 The monthly high and low prices of the Equity Shares (in Rs. per share) and the trading volume (number of Equity Shares) for the six calendar months immediately preceding the date of the Public Announcement were as follows: Month BSE High* (Rs.) Low* (Rs.) Total Volume** (units) Nov ,657 Dec ,871 Jan ,089 Feb ,429,802 Mar ,817 Apr ,129 (Source: * High/low during the period **Total volume during the month 7. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 7.1 The authorized share capital of the Company is Rs. 300,000,000 comprising of 30,000,000 Equity Shares. The Equity Capital comprises of 23,066,507 Equity Shares. 7.2 As on the date of the Public Announcement, the Company has no outstanding preference shares, partly paid-up shares, convertible instruments, or stock options. None of the Equity Shares are subject to any lock-in requirements. 7.3 The shareholding pattern of the Company, as on March 31, 2010 is as under: 10

11 Category Number of Equity Shares % of Equity Capital a) Promoters The Goodyear Tire & Rubber Company 17,069, SUB-TOTAL (a) 17,069, b) Public Institutional Investors Mutual Funds/UTI 363, Financial Institutions/Banks/Insurance companies 163, Foreign Institutional Investors 17, Non Institutional Investors Bodies Corporate 1,297, Individuals 4,155, (including NRIs & Foreign Nationals) SUB-TOTAL (b) 5, 997, TOTAL (a) + (b) 23,066, Other than the shareholding mentioned herein, neither the Acquirer nor GTRC nor any of their respective directors hold any Equity Shares, as on the date of the Public Announcement. 8. LIKELY POST DELISTING CAPITAL STRUCTURE 8.1 Subject to paragraph 4.3 of this Bid Letter, the likely post-delisting capital structure of the Company, assuming that all Equity Shares outstanding with the Public Shareholders are acquired pursuant to the Delisting Offer, will be as follows: Shareholder(s) No. of Equity Shares % of Equity Capital The Goodyear Tire & Rubber Company 17,069,215 74% Goodyear Orient Company (Private) Limited 5,997,292 26% TOTAL 23,066, % 11

12 9. DETERMINATION OF THE FLOOR PRICE 9.1 The Equity Shares are listed on the BSE and are frequently traded on BSE within the meaning of Explanation to Regulation 15(2) of the Delisting Regulations. The annualized trading turnover based on trading volume in the Equity Shares on BSE during August 2009 to January 2010 (six calendar months preceding the month in which the BSE was notified of the Board meeting in which the delisting proposal was considered) is as under: Total No. of Equity Shares traded during August 2009 to January 2010 Total No. of listed Equity Shares Annualised trading turnover (as a percentage of total number of listed Equity Shares) 4,740,323 23,066, % 9.2 Based on the parameters set out in Regulation 15(2)(a) of the Delisting Regulations, as on the date of the Public Announcement, the floor price for the book-building process ( Floor Price ) is determined as under: Particulars The average of weekly high and low of the closing prices of the Equity Shares on the BSE during the twenty six weeks preceding the date on which BSE was notified of the board meeting in which the delisting proposal was considered The average of weekly high and low of the closing prices of the Equity Shares on the BSE during the two weeks preceding the date on which BSE was notified of the board meeting in which the delisting proposal was considered Price (in Rs. per Equity Share) Rs Rs Based on the above, the Floor Price of Rs. 194/- is justified in terms of Regulation 15(2) of the Delisting Regulations. 10. DETERMINATION OF DISCOVERED PRICE AND EXIT PRICE 10.1 All Public Shareholders can tender Offer Shares of the Company during the Bid Period (as hereinafter defined) as set out in paragraph 12 of this Bid Letter The minimum price per Equity Share ( Discovered Price ) payable by the Acquirer for the Offer Shares it acquires pursuant to the Delisting Offer, as determined in accordance with the Delisting Regulations, will be the price at which the maximum number of Offer Shares are tendered pursuant to a reverse bookbuilding process in the manner as specified in Schedule II of the Delisting Regulations GTRC has intimated the board of directors of the Company vide letter dated February 8, 2010 that GTRC (either directly or through one or more of its wholly owned subsidiaries) is willing to acquire the Offer Shares tendered pursuant to the Delisting Offer at a price of Rs. 245/- per Equity Share (the Indicative Price ). The Indicative Price represents a premium of approximately 33% to the closing 12

13 price of the Equity Shares on February 5, 2010, which was the last working day prior to the intimation made by GTRC to the Company of its intention to make the Delisting Offer. The Indicative Price should in no way be construed as either (a) a ceiling or maximum price for the purposes of acquisition under the reverse book-building process and the Public Shareholders are free to tender their Equity Shares at any price higher than the Floor Price in accordance with the Delisting Regulations, or (b) a commitment by the Acquirer to purchase the Offer Shares if the Discovered Price is Rs. 245/- per Equity Share or less The Acquirer may, in its sole discretion, accept the Discovered Price for the Offer Shares or offer to pay a price higher than the Discovered Price for the Offer Shares. The price so accepted or offered by the Acquirer is referred to in this Bid Letter as the exit price (the Exit Price ). The Acquirer is under no obligation to accept the Discovered Price or to offer a price higher than the Discovered Price If the Acquirer accepts or offers an Exit Price, the Acquirer will acquire all Offer Shares which have been tendered at prices up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share. The Acquirer will not accept Offer Shares offered at a price that exceeds the Exit Price If the Acquirer does not accept the Discovered Price, the Acquirer will have no obligation to acquire the Offer Shares tendered in the Delisting Offer, the Delisting Offer will be withdrawn and the dematerialized Offer Shares deposited in the 'Special Depository Account' or pledged in favour of the Manager to the Offer as per paragraph 13.6 of this Bid Letter and physical Offer Shares tendered as per paragraph of this Bid Letter, will be returned to the relevant Public Shareholders within ten working days from the Bid Closing Date, as stipulated under the Delisting Regulations. The Acquirer shall announce its decision to reject the Discovered Price or offer the Exit Price (if any) in the same newspapers in which the Public Announcement has appeared, in accordance with the timetable set out in this Bid Letter. 11. CONDITIONS TO THE DELISTING OFFER 11.1 The acquisition of Offer Shares by the Acquirer and the Delisting Offer are conditional upon: (a) (b) (c) (d) The Acquirer deciding in its sole and absolute discretion to accept or offer the Exit Price; A minimum number of Offer Shares being tendered at or below the Exit Price so as to cause the combined shareholding of GTRC and the Acquirer in the Company to reach a minimum of 90% of the Equity Capital; The Acquirer obtaining all statutory and regulatory approvals, as stated in paragraph 17 of this Bid Letter; and There being no amendments to the Delisting Regulations or other applicable laws or regulations or conditions imposed by any regulatory/ statutory authority/ body or order from a court or competent authority which would in the sole opinion of the Acquirer, prejudice the Acquirer from proceeding with the Delisting Offer. 12. DATES OF OPENING AND CLOSING OF THE BID PERIOD 12.1 Public Shareholders may offer their Offer Shares by submitting a Bid Form (as hereinafter defined) to the relevant Bid Centre (as hereinafter defined) during the Bid Period (as hereinafter defined) ( Bids ). The period during which Public Shareholders may tender their Offer Shares to the Acquirer pursuant to the reverse book-building process (the Bid Period ) shall commence at a.m. on May 28, 2010 (the Bid Opening Date ) and close at 3.00 p.m. on June 3, 2010 (the Bid Closing Date ). 13

14 12.2 Bid Forms received after 3.00 p.m. on the Bid Closing Date will not be considered valid Bids and not be accepted for the purpose of determining the Discovered Price payable for the Offer Shares by the Acquirer pursuant to the reverse book-building process This Bid Letter inviting Public Shareholders to tender their Offer Shares to the Acquirer by way of submission of Bids, containing the necessary forms and detailed instructions for submitting Bids is dispatched to all Public Shareholders as per the timetable provided in paragraph 15 of this Bid Letter. The Bid Letter is dispatched to only those Public Shareholders whose names appear on the register of members of the Company or the depository on the Specified Date (as stated in paragraph 15 of this Bid Letter) In the event some Public Shareholders do not receive, or misplace their Bid Letters, they may obtain a copy by writing to Link Intime India Private Limited (the Registrar to the Offer ) at C-13 Pannalal Silk Mill Compound, LBS Marg, Bhandup (West), Mumbai , clearly marking the envelope Goodyear India- Delisting Offer. Alternatively, Public Shareholders may obtain copies of Bid Forms (as hereinafter defined) at the Bid Centres (as hereinafter defined) or may obtain a soft copy of the Bid Letter by making a request at goodyear.delisting@linkintime.co.in. 13. PROCEDURE FOR BIDDING 13.1 The reverse book-building process shall be made available through the electronic system provided by BSE. Public Shareholders must submit their Bids through HSBC InvestDirect Securities (India) Limited ( Trading Member ) The details of the bidding centres including centres of the above Trading Member ( Bid Centres ) where the Bids would be accepted are as follows: S. No. Bid Centre/City Address of the Trading Member 1. Ahmedabad , Raindrop Building, Opp. Cargo Motors, C.G. Road, Ahmedabad Baroda 141/144 Siddharth Complex, 1 st Floor, RC Dutt Road, Alkapuri, Baroda Bangalore No. 4, Neeladri Plaza, 2 nd Floor, North wing, Rajaram Mohan Roy Road, Bangalore Bhubaneshwar 1 st Floor, Orissa State Cooperative Union Ltd, Sambaya Bhavan, Janpath, Unit 9, Bhubneshwar , Orissa 5. Chennai 13/2, Ramkoti, 2 nd Floor, 1 st Main Road, Above Sangita Resturant, Gandhi Nagar, Adyar Chennai Contact Person Hardik Soni/ Vishal Shah Sejal P/ Madhav Pandya Saritha/ Mahesh VT Contact Details Tel: /4 Fax: Tel: Fax: Tel: /08/ Fax: Pradeep Pradhan Tel: Fax: Surendra Gopal Tel: /5503 Fax:

15 6. Delhi G-39, Connaught Circus, New Delhi Faridabad SCO - 6, II Floor, Sector- 16, Faridabad, Haryana Gurgaon Shop No. 5&6, MGS Plaza Mall, Near IIFCO Chowk, Gurgaon 9. Hyderabad Challa Chambers, , II Floor, Raj Bhavan Road, Somaji Guda, Hyderabad Jaipur 3 rd Floor, O-19 A, Ashok Marg, C-Scheme, Jaipur Jalandhar Shakti Towers, Lower Ground Floor, Swami Motors, BMC Chowk, Jalandhar Jamshedpur Aastha Trade Centre, Q Road, Bistupur, Jamshedpur Kanpur 501, 5 th Floor, Krishna Towers Opp Kanpur Stock Exchange, Civil Lines, Kanpur Kolkata Nicco House, 2, Hare Street, 3 rd Floor, Kolkata Madurai First Floor, New No.66 (Old No.223), Naicker New Street, Madurai Mumbai Seksaria Chambers, 139, Nagindas Master Road, Fort, Mumbai Mumbai Dhana Singh Processor Premises, JB Nagar, Andheri Kurla Road, Andheri East, Mumbai Nagpur Shop No. 4&5, Pratibha Sankul Apts, Beside Alankar Theatre, North Ambazhari Rd, Bhagwaghar layout, 15 Mridula Mishra Tel: Rajendra Nayak Fax: Tel: to 748 Fax: Amit Kapoor Tel: Fax: Uma Maheshwara Tel: /337 Fax: Amit Johari Tel: to 26 Fax: Geetika Madaan Tel: Roopesh Agrawal Tel: /103/118 Shailendra Kumar/ Bhavana S Tel: /901/902 Fax: Shabnam Khan Tel: Fax: Elangovan K R Tel: / /92/93 Ajit Gandhi Megha Parekh/ Abhinay C Fax: Tel: to 06 Fax: Tel: Fax: Gaurav Manek Tel:

16 Dharampeth, Nagpur Pune Construction House, 796/189-B, 2 nd Floor, Bhandarkar Road, Deccan Gymkhana, Pune Surat G1/G2, Jolly Plaza, Opp Athwagate Police Chowki, Athwagate, Surat Sachin Katake Tel: Fax: Avni Randeria Tel: Fax: Note: Any queries can be ed to goodyear.delisting@linkintime.co.in or goodyear.delisting@citi.com 13.3 Public Shareholders may submit their Bids by completing the bid forms accompanying their Bid Letters ( Bid Forms ) and submitting these Bid Forms to the Trading Member at any of the Bid Centres set out above by hand delivery on or before 3.00 p.m. on the Bid Closing Date. Bid Forms submitted by hand delivery must be delivered to the Bid Centres during the following hours: a.m. to 3.00 p.m. on or before the Bid Closing Date. Public Shareholders must enclose the documents mentioned in paragraphs 13.6 and of this Bid Letter with the Bid Form and the envelope should be marked Goodyear India- Delisting Offer Public Shareholders (in particular those Public Shareholders who are resident in areas where no Bid Centres are located) may also submit their Bid Forms by registered post or courier (at their own risk and cost), clearly marking the envelope Goodyear India- Delisting Offer, so as to ensure that their Bid Forms are delivered to: Ms. Megha Parekh, HSBC InvestDirect Securities (India) Limited, Dhana Singh Processor Premises, J B Nagar, Andheri Kurla Road, Andheri East, Mumbai on or before 3.00 p.m. on the Bid Closing Date. If duly filled Bid Forms arrive before the Bid Period opens on May 28, 2010, the Bid will still be valid; however, the Trading Member will not submit the Bid until the commencement of the Bid Period. The Bid Forms should not be dispatched to the Acquirer, the Company, the Manager to the Offer or the Registrar to the Offer under any circumstances The Manager to the Offer has opened a special depository account with Citibank, N.A., (the Special Depository Account ), details of which are as follows: Special Depository Account Name Depository Depository Participant DP Identification Number CGMIPL Goodyear India Delisting Securities Escrow Account National Securities Depository Limited Citibank N.A. IN Client Identification Number In order for Bid Forms to be valid, Public Shareholders, who wish to participate in the reverse book building process, should transfer their Offer Shares from their respective depository accounts to the Special Depository Account prior to the submission of their Bid, and enclose a photocopy of the delivery instruction to their depository participant, duly acknowledged by such depository participant, along with the Bid Form. Alternatively, Public Shareholders who hold Equity Shares in dematerialised form, may mark a pledge for their Offer Shares to the Manager to the Offer in favour of the Special Depository 16

17 Account prior to the submission of their Bids, enclosing a photocopy of the pledge instructions to their depository participants with the due acknowledgment of such depository participant All transfers should be in off-market mode. Multiple Bids from the same depository account are liable to be rejected Public Shareholders who hold their Offer Shares through Central Depository Services (India) Limited will have to execute an inter-depository delivery instruction for the purpose of crediting their Offer Shares in favour of the Special Depository Account of the Manager to the Offer It is the sole responsibility of the Public Shareholders to ensure that their Offer Shares are credited or pledged to the Special Depository Account and their Bids reach one of the Bid Centres on or before 3.00 p.m. on the Bid Closing Date In order for Bid Forms to be valid, (i) unregistered Public Shareholders who hold Offer Shares in physical form, must have submitted the Bid Form along with the original contract note issued by a registered share broker of a recognized stock exchange through whom such Equity Shares were acquired, share certificate(s) and transfer deed(s) duly signed, and (ii) registered Public Shareholders who hold Offer Shares in physical form, must have submitted the Bid Form along with the original share certificate(s) and transfer deed(s) duly signed. In each case, the Public Shareholders must submit the relevant documents either by hand delivery or by registered post or by courier such that these are received by the Trading Member before 3.00 p.m. on the Bid Closing Date. The Trading Member will, after entering the Bids on the system, send them to the Company or the share transfer agent for confirming their genuineness. Those share certificates that are found to be genuine by the Company or the share transfer agent, as the case may be, will be delivered to the Manager to the Offer. The Bids in respect of the share certificates which are found to be not genuine, as communicated to the Trading Member by the Company or the share transfer agent, shall be deleted from the system The Manager to the Offer will hold in trust the Offer Shares deposited in the Special Depository Account or pledged to the Manager to the Offer in accordance with paragraph 13.6 above, as well as the share certificate(s) and transfer deed(s) delivered to the Manager to the Offer in accordance with paragraph above, until the Acquirer completes its obligations under the Delisting Offer in accordance with the Delisting Regulations The ISIN for the Equity Shares is INE533A It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory) if any, prior to tendering in the Delisting Offer and the Acquirer shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Bid Form, wherever applicable. On receipt of the Offer Shares in the Special Depository Account, the Acquirer shall assume that the Public Shareholders have submitted their Bids only after obtaining all applicable approvals, if any. In any case, the Acquirer reserves the right to reject those Bids which are submitted without attaching a copy of such required approvals The Offer Shares to be acquired under this Delisting Offer are to be acquired free from all liens, charges and encumbrances and together with all rights attached thereto. Offer Shares that are subject to any liens, charges, or encumbrances are liable to be rejected Clause 5 of Schedule II of the Delisting Regulations provides that Public Shareholders, who have tendered their Offer Shares by submitting Bids pursuant to the terms of the Public Announcement and this Bid Letter, may withdraw or revise their Bids upwards not later than one day before the Bid Closing Date. Downward revision of the Bids is not permitted. Any such request for revision or withdrawal of 17

18 the Bids can only be exercised by submitting the Form of Withdrawal or Form of Revision respectively so as to reach the Trading Member at Ms. Megha Parekh, HSBC InvestDirect Securities (India) Limited, Dhana Singh Processor Premises, J B Nagar, Andheri Kurla Road, Andheri East, Mumbai on or before 3.00 p.m. as on one day prior to the Bid Closing Date. Please note that the Form of Withdrawal and/or Form of Revision will not be accepted at other Bid Centres. 14. PROCEDURE FOR SETTLEMENT 14.1 If the Acquirer accepts or offers the Exit Price and all other conditions attaching to the Delisting Offer are satisfied, the Acquirer shall acquire all Offer Shares that have been tendered at prices up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share, subject to applicable taxes as described in paragraph 18 of this Bid Letter. For this purpose, Acquirer will, immediately on ascertaining success of the Delisting Offer, open a special account and transfer thereto, the entire amount due and payable as consideration in respect of the Offer Shares tendered in the Delisting Offer at or below the Exit Price, from the Escrow Amount (as hereinafter defined) All the Public Shareholders whose bids are verified to be genuine in accordance with the Delisting Regulations shall be paid the Exit Price stated in the public announcement within ten working days from Bid Closing Date (i.e. by June 17, 2010) by way of crossed account payee cheque/demand draft/pay order. All cheques/demand drafts/pay orders will be drawn in the name of the first holder in case of joint holders of Equity Shares Additionally, if and once the Equity Shares have been delisted, all Public Shareholders whose Offer Shares have not been acquired by the Acquirer may offer their Offer Shares to the Acquirer at the Exit Price up to a period of one year following the date of the delisting. Such Public Shareholders may offer their Offer Shares by submitting the required documents to the Registrar to the Offer within the stipulated time If the Acquirer does not accept or offer an Exit Price, all Offer Shares deposited in the Special Depository Account or pledged with or delivered to the Manager to the Offer in accordance with paragraphs 13.6 and of the Bid Letter, shall be returned/released from pledge as soon as is practicable but not later than ten working days from the Bid Closing Date (i.e. by June 17, 2010), to the relevant Public Shareholders Share certificates from any invalid Bid, will be dispatched to the relevant Public Shareholder by registered post, at such shareholder s sole risk. Equity Shares held in dematerialized form for any invalid Bid will be credited back to the respective depository account with the respective depository participants as per the details furnished by the relevant Public Shareholder in the Bid Forms. 15. PROPOSED TIMETABLE FOR THE DELISTING OFFER 15.1 The proposed timetable for the Delisting Offer is as follows: Activity Date 1 Day Public Announcement by the Acquirer May 13, 2010 Thursday Specified Date May 13, 2010 Thursday Dispatch of Bid Letter/ Bid Forms to Public Shareholders May 18, 2010 Tuesday 18

19 Bid Opening Date (10.00 a.m.) May 28, 2010 Friday Last date for upward revision or withdrawal of Bids June 2, 2010 Wednesday Bid Closing Date (3.00 p.m.) June 3, 2010 Thursday Public Announcement of Discovered Price/ Exit Price and Acquirer s acceptance/ rejection of Discovered Price/ Exit Price June 15, 2010 Tuesday Last date for payment of consideration June 17, 2010 Thursday Last date for return of Offer Shares tendered under the Delisting Offer to Public Shareholders in case of failure of the Delisting Offer June 17, 2010 Thursday 1. All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of a public announcement in the same newspapers where the Public Announcement was issued. 16. DETAILS OF THE ESCROW AMOUNT 16.1 The estimated consideration payable under the Delisting Regulations, being the Floor Price of Rs. 194 per Equity Share multiplied by the number of Equity Shares outstanding with the Public Shareholders, i.e. 5,997,292 Equity Shares, is Rs. 1,163,474,648 (as may be increased from time to time, the Escrow Amount ) In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, the Acquirer has caused Citibank, N.A., a national banking association duly constituted, registered and in existence in accordance with the laws of the United States of America now in force, having its principal office in India at Citigroup Centre, C-61 Bandra-Kurla Complex, Bandra (East), Mumbai and, acting through its New Delhi branch presently situated at Jeevan Bharati Building, 4 th Floor, 124, Connaught Circus, Connaught Place, New Delhi , to issue a bank guarantee dated May 11, 2010 for Rs. 1,164,000,000 representing more than 100% of the Escrow Amount in favour of the Manager to the Offer In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, upon determination of Exit Price and making of public announcement under Regulation 18 of the Delisting Regulations accepting the Exit Price, the Acquirer will forthwith increase the Escrow Amount by such additional sum (in the form of cash or bank guarantee) as may be sufficient to make up the entire sum due and payable as consideration in respect of the Offer Shares. In the event of default by the Acquirer in fulfilling its obligations under the Delisting Regulations, the Manager to the Offer has been authorised to realise the value of the Escrow Amount, as per the provisions of the Delisting Regulations. 17. STATUTORY AND REGULATORY APPROVALS 17.1 GTRC and the Acquirer had applied to the RBI for obtaining approval for acquiring up to 26% of the Equity Capital comprising of 5,997,292 Equity Shares from the Public Shareholders, including nonresident Indians, at the Exit Price, in accordance with applicable laws and regulations. The RBI has granted such approval for the Delisting Offer vide letters dated April 16, 2010 and April 28, 2010, subject to compliance with conditions stated therein. 19

20 17.2 To the best of the Acquirer s knowledge, as of the date of the Public Announcement, there are no other statutory or regulatory approvals required to acquire the Offer Shares and implement the Delisting Offer, other than as indicated above. If any statutory or regulatory approvals become applicable, the acquisition of Offer Shares by the Acquirer and the Delisting Offer will be subject to receipt of such statutory or regulatory approvals It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering the Equity Shares held by them in the Delisting Offer, and the Acquirer shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Bid Form, wherever applicable The Acquirer reserves the right not to proceed with the Delisting Offer in the event the approvals indicated above are not obtained or conditions which the Acquirer considers in its sole discretion to be onerous are imposed in respect of such approvals In the event that receipt of the requisite statutory and regulatory approvals are delayed, the Acquirer may, with such permission as may be required, make changes to the proposed timetable or may delay the Delisting Offer and any such change shall be intimated by the Acquirer by issuing an appropriate corrigendum in all the newspapers where the Public Announcement was published. 18. TAX DEDUCTED AT SOURCE Summary of key provisions related to Tax Deduction at Source ( TDS or withholding tax ) under the Income Tax Act, 1961 ( IT Act ): 18.1 All Public Shareholders would be either classified as resident or non-resident. The status as resident or non-resident is to be determined on the basis of criteria laid down in Section 6 of IT Act No tax is required to be deducted on payment of consideration to resident Public Shareholders. The consideration payable to non-resident Public Shareholders would be subject to deduction of tax at source at applicable rate of tax The rate of deduction of tax in case of non-resident Public Shareholders is dependent on various factors. All Public Shareholders are required to declare information with respect to inter-alia the following factors while submitting the Bid Form: (a) (b) Residential status of the Public Shareholder i.e. resident or non-resident Category to which the non-resident shareholder belongs i.e. (i) (ii) (iii) (iv) (v) (vi) Non Resident Indian (Individual), or Overseas Corporate Body, or Non-domestic company, or Foreign Institutional Investor ( FII ) registered as a company, or FII other than a company, or any other non-resident 20

21 18.4 As per the provisions of Section 2(37A)(iii) of the IT Act for the purposes of deduction of tax under Section 195, the rate or rates of income-tax specified in this behalf in the applicable Finance Act or the rate or rates of income tax specified in an agreement entered into by the Central Government under Section 90 of the IT Act or an agreement notified by the Central Government under Section 90A of the IT Act, whichever is applicable by virtue of the provisions of Section 90, or Section 90A, as the case may be, i.e. whichever is beneficial, would be the applicable rate of tax In case the aforementioned categories of Public Shareholders require the Acquirer not to deduct tax or to deduct tax at a lower rate or on a lower amount, they would need to obtain a certificate from the income tax authorities either under Section 195(3) or under Section 197 of the IT Act, and submit the same to the Acquirer while submitting the Bid Form. In the absence of any such certificate from the income tax authorities, the Acquirer will deduct tax as aforesaid, and a certificate in the prescribed form would be issued to that effect All the Public Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. The tax rates and other provisions may undergo changes. 19. CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY 19.1 The board of directors of the Company have confirmed that: (a) (b) the Company has not raised capital by issuing securities during the five years preceding the date of the Public Announcement; and all material information which is required to be disclosed under the provisions of the listing agreement executed by the Company with the BSE pertaining to continuous listing has been disclosed to the BSE. 20. COMPLIANCE OFFICER 20.1 The Compliance Officer of the Company is: Mr. Shant Kumar Jain Company Secretary Tel: Fax: In case the Public Shareholders have any queries concerning the non- receipt of credit or payment for Offer Shares, they may address the same to the Registrar to the Offer or the Manager to the Offer. 21. BSE DISCLAIMERS 21.1 It is to be distinctly understood that the permission given by BSE to use their electronic automated facilities and infrastructure for Online reverse book building facility for delisting of securities should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by the Company, Acquirer or the Manager to the Offer, are cleared or approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements; nor does BSE have any financial responsibility or liability in this regard; nor does BSE take responsibility in any way for the financial or other soundness of the Company, its promoters or its management. 21

22 21.2 It is also to be distinctly understood that the approval given by BSE should not in any way be deemed or construed to mean that the Public Announcement has been cleared or approved by BSE, nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the announcements, nor does BSE warrant that the securities will be delisted Every person who desires to avail of the exit opportunity may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE or against the Investor Protection Fund set up by BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such offer and tender of securities through the reverse book building process whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Signed on behalf of Goodyear Orient Company (Private) Limited (in its capacity as the Acquirer) by: (1) Mr. Peter Tan Managing Director (2) Mr. Mark W. Purtilar Director (3) Ms. Angeline Cheah Secretary Date: May 13,