Bharti Infratel Limited

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1 Bharti Infratel February 04,2019 The BSE Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai The National Stock Exchange of India Exchange Plaza, C-1, Block G, Bandra kurla Complex, Bandra (E), Mumbai Ref: Bharti Infratel (534816/INFRATEL) Sub: i) Combined Voting Results of the Business transacted at the National Company law Tribunal convened meeting of Equity Shareholders of Bharti Infratel ("the Company") held on Saturday. February 02, 2019; and ii) Combined Voting Result, pursuant to Securities Exchange Board of India Circular No. CFD/Dll3/CIR/2017/21 dated March (SEBI Circular) Dear Sir/Madam, Further to our intimation dated February 2, 2019, we hereby submit the Voting Results of the meeting of Equity Shareholders of Bharti Infratel convened and held on Saturday, February 02,2019 from P.M. to 3:30 P.M. as per the directions ofthe Hon'ble Tribunal for approving with or without modification(s), the proposed scheme of amalgamation and arrangement between Indus Towers ("Transferor Company") and Bharti Infratel ("Transferee Company") and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 of the Companies Act, As per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the following disclosures: a. In terms of Companies Act, 2013 and NClT Order - Voting results of equity shareholders of the business transacted through (i) postal ballot; (ii) e-voting; (iii) physical voting at the venue of the meeting - Annexure A. b. In terms of the SEBI Circular - Voting results of the public shareholders through (i) postal ballot; (ii) e-voting; (iii) physical voting at the venue of the meeting - Annexure B. c. Votes cast by Unrelated Parties of the Transferee Company to comply with requirements under Regulation 23 of the SEBI Listing Regulations dealing with approval of related party transactions - Annexure C. The proposed resolution approving the Scheme was passed by the requisite majority by Equity Shareholders of the Company (including Public Shareholders), as required by the NCLT Order and SEBI Circular. The Scrutinizer will submit the 'Scrutinizer's Report' to the Chairperson of the meetings (of Equity Shareholders and Unsecured Creditors) appointed by the Hon'ble Tribunal and the same will be filed with the Stock Exchanges subsequently on receipt. Bharti Infratel 1, Nelson Mandela Road, Vasant Kunj, Phase- II, New Delhi Phone: Fax: compllance.officer@bharti-infratel.in 901, Park Centra, Sector 30, NH-8, Gurugram, Haryana

2 ~- Bharti Infratel Kindly take the same on record. Thanking you, Yours faithfully, For Bharti Infratel Samridhi Rodhe Company Secretary End: As above Bhartl Infratel 1, Nelson Mandela Road. Vasant Kunj, Phase- II, New Delhi Phone: Fax: compliance.officer@bharti-infratel.in 901, Park Centra, Sector 30, NH-8, Gurugram, Haryana Phone:

, ~ ~_,tarti r '-fratel rnited ~ A Bharti Infratel Details of poll at Tribunal convened meeting of equity shareholdets, e-voting and Postal Ballot as per Regulation 44(3) of SEBI (L1stlng Obligations

3 , ~ ~_,tarti r '-fratel rnited ~ A Bharti Infratel Details of poll at Tribunal convened meeting of equity shareholdets, e-voting and Postal Ballot as per Regulation 44(3) of SEBI (L1stlng Obligations and Disclosure Requirements) Regulations, 2015 Date of the Tribunal convened meeting February 02, 2019 Total number of shareholders on record date '39,985 No. of shareholders present in the meeting either in person or through proxy: Public: 373 No. of shareholders attended the meeting through Video Conferencing: Promoters and Promoter Group: Public: Resolution No. 1 SPECIAL - To approve the scheme of amalgamation and arrangement between Indus Towers and Bharti Infratel Resolution required: (Ordinaryl Special) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and other matters incidental thereto. Whether promoterl promoter group are interested in the agenda! resolution? % of votes polled on No. of votes - in No. of votes - % of votes in favour on No. of shares held No. of votes polled % of votes against on votes Category Mode of voting outstanding shares favour against votes polled (1) (2) polled (7)=[(5)/(2)]*100 (31=f(21111ll*100 (41 l5) (6)=[(4)/(2)]*100 Promoter and Promoter Group Public - Non Institutions E-Voting 989,780, ,780,979 a Poll 989,780, a Postal Ballot a a a Total 989,780, ,780, ,780, E-Voting 688,018, ,615,685 22,403, Poll 838,088, a Postal Ballot a Total 838,088, ,018, , E-Voting 5,075, ,075, Poll 21,739,155 1,401 0,0064 1, Postal Ballot 6, ,934 a Total 21,739,155 5,083, ,083, Total 1,849,608,246 1,682,883, ,660,480,466 22,403, Total Issued Share Capital of the Company includes 50 (fifty) shares which are lying in the Bharti Infratel - unclaimed suspense alc of which voting rights are frozen till the rightful owners claim these shares to be treated as "Non Promoter Non-Public holding" as per Regulation 9, Chapter II of SEBI (Share Based Employee Benefits) Regulations, 2014 of which voting rights are not exercised. Bharti Infratellimited Phase II, New Delhi Phone: Fax: compliance.officer@bharti-infrateun 901, Park Centra, Sector 30, NH 8, Gurugram, Haryana

4 ~y ~"- J.j Bhartl ~-Infratel Voting Results as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Pursuant to Securities and Exchange Board of India Circular No. CFD/DIL3/CIRl2017/21 dated 10th March 2017 (SEBI Circularll Bhartllnfralel limited Details of Doll at Tribunal convened meetino of <>auitv shareholders voung and Postal Ballot as pcr Regulation 4413) of SEBI (Usting Obligations and Disclosure R"aulremenlS) Reaulatlons, 2015 Date of the Tribunal convened meetlna February 02, 2019 Total numb.. of shareholders on record date No. of shareholders Present in the meeting either in person or through proxy: Public: 373 No. of shareholders attended the meetina throuah Video Conferencina: Promoters and Promoter GrouD: Public: --- Resolution No. 1 SPECIAL - To approve the scheme of amalgamation and arrangement between Indus Towers and Bharti Infratel and Resolution required: (Ordinaryl Special) their respective shareholders and creditors under Section and otner applicable provisions of the Companies Act, 2013 and other matters incidental thereto Whether promolerl promoler group are Interested In Ihe.genCla! resolullon? % of votes polled on No. of votes - in No. of votes - No. of shares held No. of voles polled Category Mode of voting outstanding shares favour against (1) (2) (3)=11211(1)] 100 (4) (51 Promotor and Promoter Group Public - Non Institutions % of votes In favour on % of votes against on Yotes votes polled (6)=[(4)/(2))"100 polled (7)=[(5)/(2Jr100 E Voling Poll 989,780, Postal Ballot Total ,0000 E.Voting 688,018, ,615,685 22,403, Poll 838,088, Postal Ballot Total 838,088, ,018, ,615, , E-Voting 5,075, ,075, Poll 21,739, , , POlltal Ballot 6, , TOlal 21,739,155 5,083, ,083, Total 1,849,608, , ,699,487 22,403, Total Issued Share Capital of the Company includes 50 (fifty) shares which are lying in the Sharti Infratel - unclaimed suspense ale of which voting rights are frozen till the rightful owrers claim these shares to be treated as "Non Promoter Non-Public holding" as per Regulalion 9, Chapter II of SEBI (Share Based Employee Benefits) Regulations, 2014 of which voting rights are not exercised Bharnlnr,..,el Limltod Phase-II, New Delhi Phone: Fax: compliance.officer@bharti infratel.in www,bharti-infratelcom 901. Park Centra, Sector 3D, NH-8, Gurugram, Haryana Phone: F.' : " 09511(1

5 ~e ~ ~ Bharti r Infratel Voting Results as per Regulalion ""(3) 01 SEBI (lining ObRg3tions and Olsdo""", RequlremcnU) Regutatfon.. ~15 Votes cast by Unrelated Parties of the Transferee Company Lo comply Wl1" requirements under Regulation 23 of the SEBI Listing Re-guralI0n!i dealing with approvill of related party transactions Bha.rtllnr.. 1Ol Umiad Do.. lis 01 ".,11.1 TriOu.,.1 ""n."ned meeting of equity s","",oldors,.,...,tlng ond PoStilI S attot as P4" R01Iutatlon 44(31 01 SEBl (L/$tlng Obllgatlon$ and ~ Io~"", Requl",montsl ReIlUI.lloM D:lh! or the Tribuna,1 convened rt1:mting Februal)' Total number of shareholders on record date ~9.9B5 No. of shareholders present in the meeting either In person or through proxy: Public: 37~ No. of shareholders attended the meeting through Video Conferencing: Promoters and Promoter Group: Public: Nol applicable Not a,oplicable R~olutJon No. 1 I SPECIAL To ~ppro'le the ich~ of amalgamation and arrangement between Indus Towers Umited and Sham lofratel and : RuolutIon required: (Ordinary/ Special) U'E!1r respectiije shiireholders and Cfi!UUOl$ under SectiOn 230 to 232 and other applicable provisions of the Companies Act, 2013 and 01.., m.ru.1$ lnojd!t]t.ol thoreto ~the t promolql'j' promoll!.r group are interested in the.:lgendjli ri!!!iqlullon? % of vcxt's potted on No. of votes In No ofvotes No. of shares held No. of votes polled % of votes in favour on -4 at VOles agail'l.s1 01" votc.$ Category Mode of voting outstanding shares favour against (11 (21 (3)=f(2)/1111'100 4 ~ 15 voles polled (61=[(4V(2)]"lDD polled (7)=[(51/(2)]"100 E-Voting a 0, ,0000 Promoter and Promoter Group PubliC - Non Institutions Poll , Postal Ballot Total E-Voting B,706 82, , Poll , Postal Ballot Total , , E-Voting , ~ 0040 Poll , , postal Ballot _ Total ,155 3, , Total 1, , Total Issued Share Capital of the Company includes 50 (fifty) shares which are lying in the Sharti Infratel Umited - unclaimed suspense alc of which voting rights are frozen tilt the rightful owners claim these shares to be treated as "Non Promoter Non-Public holding" as per Regulation 9, Chapter II of SEBI (Share Based Employee Benefits) Regulations, 2014 of which voting rights are not exercised. Bharti Infratel Sharti Crescent, Phase- II, New Oelhi Phone: Fal(: CI'PI,;J 0!"'pn!l!'lS;e.Mf..tll?ot,*bttHy.Wr,t',u" com 901, Park Centra, Sector 30, NH-B, Gurugram, Haryana Fax:

Sub: Voting Results under Regulation 44 of SEBI (LODR) Regulations, Ref: Our letter no. MCSL/SEC/18-19/126 dated November 02, 2018

Sub: Voting Results under Regulation 44 of SEBI (LODR) Regulations, Ref: Our letter no. MCSL/SEC/18-19/126 dated November 02, 2018 MCSL/SEC/18-19/139 December 07, 2018 BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 Scrip Code - 511766 National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra