Corporate Identification Number (CIN) - U67120MH2005PLC155188 Registered Office: 25th Floor, P. J. Towers, Dalal Street, Mumbai - 400 001, Maharashtra Tel: +91 22 2272 1233/34 Fax: +91 22 2272 1003 Website:www.bseindia.com Email:bse.shareholders@bseindia.com NOTICE NOTICE is hereby given that an Extraordinary General Meeting (EGM) of BSE Limited will be held on Friday, November 25, 2016 at 11.00 A.M. at Sir Dinshaw Petit International Convention Hall, 1 st floor, P. J. Towers, Dalal Street, Mumbai 400 001, to transact the following special businesses: 1. Consolidation of Share Capital of the Exchange To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 61(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), read with the Articles of Association of the Exchange, and any other approval, consent, permission, sanction, etc. as may be required from any government or other authority, consent of the shareholders be and is hereby accorded for consolidation of the entire authorised and issued share capital of the Exchange by increasing the nominal value of the equity shares from Re. 1 (Rupee One only) each to Rs. 2 (Rupees Two only) each so that every two equity shares with nominal value of Re. 1 (Rupee One only) each held by a member are consolidated and re-designated into one equity share with nominal value of Rs. 2 (Rupees Two only) each. RESOLVED FURTHER THAT: a. no member shall be entitled to a fraction of an equity share as a result of implementation of this resolution for consolidation of equity shares, and the Exchange shall not issue any certificate or coupon in respect of any fractional equity shares. b. all fractional equity shares resulting from consolidation shall be aggregated into whole equity shares and, (i) as regards any fractions arising from consolidation of the equity shares offered in the IPO and lying to the credit of the BSE IPO Participation Escrow Account bearing account number 1301440001517458, shall not be capable of being withdrawn and such fractions will be aggregated into whole equity shares ( Fractional Offered Equity Shares ) and the number of Fractional Offered Equity Shares so arising (together with any non-cash corporate benefits accruing on such Fractional Offered Equity Shares) will be held by Karvy Computershare Private Limited, for the benefit of the relevant shareholders or their respective legal heirs and, Karvy Computershare Private Limited would be responsible for selling them in the IPO and distributing the net sale 1
proceeds (together with any non-cash corporate benefits accruing on such Fractional Offered Equity Shares and after deduction of applicable expenses and taxes) amongst the shareholders who held such Fractional Offered Equity Shares as on the Record Date, or their respective legal heirs, as may be determined, in proportion to their respective fractional entitlements; and (ii) as regards any fractions arising from consolidation of the equity shares other than those set out in clause (i) above, such fractions will be aggregated into whole equity shares ( Fractional Non-Offered Equity Shares ) and the number of Fractional Non-Offered Equity Shares so arising (together with any non-cash corporate benefits accruing on such Fractional Non-Offered Equity Shares) will be held by a trustee or escrow agent appointed for the benefit of the relevant shareholders or their respective legal heirs. Post completion of the IPO and upon cessation of the applicable lock-in imposed on the equity shares of the Exchange in accordance with the provisions of the ICDR Regulations, which is currently one year from the date of transfer of equity shares pursuant to the IPO, the Fractional Non-Offered Equity Shares may be sold by the trustee or escrow agent, within a period of seven working days thereafter, on any stock exchange where the equity shares of the Exchange are traded, subject to the prevailing market price. Subject to applicable law, the net proceeds of the sale (after deduction of applicable expenses and taxes) of the Fractional Non-Offered Equity Shares shall be distributed amongst the shareholders who held such Fractional Non- Offered Equity Shares as on the Record Date, or their respective legal heirs, as may be determined, in proportion to their respective fractional entitlements; and c. in the event the IPO is not completed on or prior to the date being one year from the date of receipt of final observations on the DRHP from SEBI or such other date as may be decided by the Board, both the Fractional Offered Equity Shares and the Fractional Non-Offered Equity Shares may be sold by the trustee or escrow agent appointed, on a best efforts basis, on the basis of a valuation report as may be issued by a registered valuer or a Category I merchant banker registered with SEBI, on or about the date of such sale, considering the realisable value of such equity shares, and the net proceeds of the sale (after deduction of applicable expenses and taxes) of the Fractional Offered Equity Shares and the Fractional Non-Offered Equity Shares shall be distributed amongst the shareholders who held such equity shares as on the Record Date, or their respective legal heirs, as may be determined, in proportion to their respective fractional entitlements, subject to applicable law. RESOLVED FURTHER THAT the consolidation of equity shares be determined on the basis of those shareholders whose names appear in the Register of Members as on Monday, November 28, 2016 or such other date as may be fixed by the Board of Directors (which term shall include any committee thereof) of the Exchange in this regard (hereinafter referred to as the Record Date ). RESOLVED FURTHER THAT for members holding equity shares in physical form as of the Record Date, the share certificates for such equity shares be treated as cancelled and that fresh share certificates be issued for the fully paid consolidated Equity Shares to such members in lieu thereof pursuant to the Companies (Share Capital and Debenture) Rules, 2014. 2
RESOLVED FURTHER THAT for members holding equity shares in dematerialised form as of the Record Date, their respective beneficiary accounts be credited with consolidated fully paid up equity shares in lieu of equity shares held as on the Record Date. RESOLVED FURTHER THAT the Managing Director & CEO, be and is hereby authorised to appoint, in his sole and absolute discretion, such person or agency or institution as may be deemed fit as the trustee or escrow agent for the purpose of consolidation of the authorised and issued share capital of the Exchange and to hold such equity shares of the Exchange as are not offered in the initial public offering of the Exchange for and on behalf of the shareholders of the Exchange who held such equity shares as on the Record Date. RESOLVED FURTHER THAT the trustee or escrow agent so appointed shall, amongst other things, be empowered to: a) Hold such equity shares till the later of the end of the lock-in period prescribed under the ICDR Regulations or the period being one year from the date of receipt of final observations on the DRHP from SEBI, or such other period as may be determined by the Board, as the case may be and shall be entitled to dematerialise such equity shares held by it, as may be deemed necessary by the trustee; b) In the event the IPO is not being completed within a period of one year from the date of the receipt of final observations on the DRHP from SEBI or such other period as may be determined by the Board, the trustee or the escrow agent shall be entitled but not obligated to sell the equity shares held, on a best efforts basis, on the basis of a valuation report as may be issued by a registered valuer or a Category I merchant banker registered with SEBI, on or about the date of such sale, considering the realizable value of such equity shares, and distribute the net proceeds of the sale of such equity shares amongst the shareholders who held such equity shares as on the Record Date, or their respective legal heirs, as may be determined, in proportion to their respective fractional entitlements, subject to applicable law. RESOLVED FURTHER THAT for the purpose of consolidation of the share capital of the Exchange, the register of members of the Exchange and the register of transfers be closed from November 24, 2016 till November 28, 2016 (both days inclusive) or such other period as may be decided by the Board and that the Registrar and the Company are hereby authorised to refuse to recognize any transfer during such period, except to the extent permissible under applicable law. RESOLVED FURTHER THAT the Managing Director & CEO, Chief Regulatory Officer, Chief Financial Officer and Company Secretary & Compliance Officer of the Exchange, any two jointly, be and are hereby authorised to do all such acts, deeds and matters as they may in their absolute discretion deem necessary, expedient or desirable for completing the consolidation of shares of the Exchange and giving effect to the foregoing resolution, including without limitation settlement of any questions, difficulties or doubts with respect to the foregoing resolution and/ or delegate any of their powers to such person, committee, etc. as may be authorised by the Board. 3
RESOLVED FURTHER THAT the Managing Director & CEO, Chief Regulatory Officer, Chief Financial Officer and Company Secretary & Compliance Officer of the Exchange be and are hereby severally authorised to issue certified true copies of this resolution to various authorities. 2. Amendment of the Memorandum of Association of the Exchange To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT subject to receipt of necessary approvals, if any, and pursuant to Section 13, Section 61 and other applicable provisions if any, of the Companies Act, 2013 and the rules, orders and notifications issued thereunder (including any statutory modification or re-enactment thereof, for the time being in force) and the applicable provisions of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012, each as amended together with any rules, regulations, guidelines and circulations issued under each and subject to the Articles of Association of the Exchange, and subject to the approval of the resolution for consolidation of shares, the existing sub-clause (A) of Clause V of the Memorandum of Association of the Exchange be deleted and substituted by the following: The Authorised Share Capital of the Company is Rs. 3,00,00,00,000 (Rupees Three Hundred crores only) divided into 1,50,00,00,000 (One Hundred and Fifty crores) Equity Shares of Rs. 2 (Rupees Two only) each, with power to increase and reduce the capital of the Company and/ or sub-divide it into equity shares of different classes. RESOLVED FURTHER THAT the Managing Director & CEO, Chief Regulatory Officer, Chief Financial Officer and Company Secretary & Compliance Officer of the Exchange, be and are hereby severally authorised to do all such acts, deeds and matters as they may in their absolute discretion deem necessary, expedient or desirable for completing the consolidation of shares of the Exchange and giving effect to the foregoing resolution, including without limitation settlement of any questions, difficulties or doubts with respect to the foregoing resolution and/ or delegate any of their powers to such person, committee, etc. as may be authorised. RESOLVED FURTHER THAT the Managing Director & CEO, Chief Regulatory Officer, Chief Financial Officer and Company Secretary & Compliance Officer of the Exchange be and are hereby severally authorised to issue certified true copies of this resolution to various authorities. By Order of the Board of Directors For BSE Limited Date : October 28, 2016 Place: Mumbai Prajakta Powle Company Secretary & Compliance Officer Registered Office: BSE Limited, 25th Floor, P J Towers, Dalal Street, Mumbai - 400 001. 4
NOTES: 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business under Item no. 1 and 2 of the Notice is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTYEIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3. A person can act as a proxy on behalf of Members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other Member. The holder of proxy shall show his identity at the time of attending the meeting. 4. Members holding shares in demat form are requested to intimate all changes pertaining to their bank account details, Electronic Clearing Services (ECS) mandate, nominations, power of attorney, change of name, change of address etc., only to their Depository Participants (DPs) and not to the Registrar and Share Transfer Agent (RTA) or the Company. The RTA or the Company cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Once such intimations are taken on record by the DPs, they would then become effective. Similarly, in case the mailing address mentioned on this Notice is without the PIN Code, Members are requested to update their PIN Code with their DPs. Members holding shares in physical form may intimate all such changes to the RTA or the Company. 5. Non-resident Indian Members are requested to inform about the following to the Company or its RTA or the concerned DP as the case may be, immediately: a. the change in the residential status and b. the particulars of the NRE Account with a bank in India with complete name, branch, account type, account number and address of the bank with pin code, if not furnished earlier. 6. The Notice of the Extraordinary General Meeting is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories and through Courier/Speed Post/Registered Post or any other permissible means, to all the shareholders as on the cut off date i.e. Friday, October 21, 2016. The notice is also available on the website of the Company i.e. www.bseindia.com. 7. To support the Green initiative, the Members who have not registered their e-mail addresses, are requested to register the same with their Depository Participants or RTA of the Company. 5
8. All the documents referred to in the accompanying Notice are open for inspection at the registered Office of the Company on all working days between 11.00 A.M to 1.00 P.M up to the date of EGM. 9. Members are requested to make all other correspondence in connection with the Equity Shares held by them by addressing letters directly to the RTA viz. Karvy Computershare Private Limited, Unit: BSE Limited, Karvy Selenium Tower B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally Hyderabad 500 032 or to the Company at its Registered Office as mentioned in this Notice, quoting reference of their Client ID number and DP ID number or Folio No. 10. Members, Proxies and Authorized Representatives are requested to bring to the Meeting, the attendance slip enclosed herewith duly completed and signed mentioning therein details of their DP ID & CLIENT ID / Folio No. 11. In case of joint holders attending the Meeting, the joint holder who is higher in the order of names will be entitled to vote at the meeting. 12. Corporate Members intending to send their Authorised Representative to attend and vote at the Meeting are requested to ensure that the Authorised Representative carries a duly certified true copy of the Board Resolution, Power of Attorney or such other valid authorisation, authorizing him to attend and vote at the Meeting and any one of the photo identity proofs (viz. Driving License, PAN Card, Election Card, Passport or any other valid proof). Specimen Resolution for this purpose is as under: (To be printed/typed on the letterhead of Corporate Member) RESOLVED THAT pursuant to the provisions of Section 113 and all other applicable provisions, if any, of the Companies Act, 2013, Mr./Ms. or failing him, Mr./Ms. be and is hereby authorised to act as the representative of (name of the Corporate Member) to attend the Extraordinary General Meeting of BSE Limited to be held on Friday, November 25, 2016 at Sir Dinshaw Petit International Conventional Hall, 1 st Floor, P. J. Towers, Dalal Street, Mumbai 400 001 at 11.00 A.M. or at any adjournment thereof, for and on behalf of the Company as its representative. RESOLVED FURTHER THAT the aforesaid representative of the company, be and is hereby authorised to vote for and on behalf of the company on any of the resolution as stated in the Notice of the Extraordinary General Meeting of BSE Limited or at any such adjournment thereof, as may be deemed fit, proper and necessary. The aforesaid Resolution shall preferably be signed by such Director/Authorised Signatory of the Corporate Member whose specimen signature has been lodged with RTA. In terms of the provisions of the Companies Act, 2013, the representatives of Corporate Members without proper authorisation, such as Board Resolution or Power of Attorney or such other valid authorisation, may not be permitted to attend and /or vote at the Meeting. 6
13. The term Members has been used to denote Shareholders of BSE Limited. 14. Messrs N L Bhatia & Associates, Practicing Company Secretaries, (CP No. 422) have been appointed as the Scrutinizers to scrutinize the voting and remote e-voting process in a fair and transparent manner. Voting Options VOTING THROUGH ELECTRONIC MEANS 15. In compliance with Section 108 of the Companies Act, 2013 and the rules framed thereunder, the Company has provided a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by Central Depository Services (India) Limited. The facility for voting through ballot paper, will also be made available at the Extraordinary General Meeting (EGM) and the members attending the EGM who have not already cast their votes by remote e-voting shall be able to exercise their right at the EGM through ballot paper. Members who have cast their votes by remote e-voting prior to the EGM may attend the EGM but shall not be entitled to cast their votes again. 16. The instructions for shareholders voting electronically are as under: i. The e-voting period commences on Tuesday, November 22, 2016 (9.00 A.M. IST) and ends on Thursday, November 24, 2016 (5.00 P.M. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, November 18, 2016 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he / she shall not be allowed to change it subsequently or cast vote again. ii. iii. iv. Log on to the e-voting website www.evotingindia.com Click on Shareholders. Enter your User ID. a) For CDSL: 16 digits beneficiary ID. b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID. c) Members holding shares in Physical Form should enter Folio Number registered with the Company. v. Enter the Image Verification as displayed and Click on Login. vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. If you are a first time user follow the steps given below: 7
vii. Fill up the following details in the appropriate boxes: For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/ Depository Participant are requested to use the first two letters of their name and the last 8 digits of the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. Bank Details Enter the Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv). viii. ix. After entering these details appropriately, click on SUBMIT tab; Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. x. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. xi. xii. xiii. xiv. Click on the EVSN of BSE Limited. On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution; Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution. After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote; 8
xv. xvi. xvii. xviii. Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. You can also take printout of the voting done by you by clicking on Click here to print option on the Voting page. If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com. After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. xix. xx. Shareholders can also cast their vote using CDSL s mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at www.evotingindia.com under help section or Contact: Mr. Rakesh Dalvi Telephone no.: 18002005533 Email: helpdesk.evoting@cdslindia.com Other Instructions i. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting, as well as voting at the meeting through ballot. 9
ii. iii. The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, shall count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three days of conclusion of the meeting, a consolidated Scrutinizer s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. The results declared along with the Scrutinizer s Report shall be placed on the Company s website www.bseindia.com and on the website of CDSL www.cdslindia.com immediately after the result is declared. By Order of the Board of Directors For BSE Limited Date : October 28, 2016 Place: Mumbai Prajakta Powle Company Secretary & Compliance Officer Registered Office: BSE Limited, 25th Floor, P J Towers, Dalal Street, Mumbai - 400 001. 10
EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 1 Your Directors and the members of the Exchange had, by way of resolutions dated May 5, 2016 and June 24, 2016, respectively, approved the proposed initial public offering of equity shares by the Exchange ( IPO ). In this regard, the Exchange has filed a draft red herring prospectus dated September 9, 2016 ( DRHP ) with the Securities and Exchange Board of India ( SEBI ). In terms of Regulation 31 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ( ICDR Regulations ), any issuer undertaking an initial public offering of its securities may determine the face value of its equity shares as per the manner prescribed therein. However, the above was not applicable in case of any initial public offering made by any government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in the infrastructure sector. Subsequently, with effect from January 21, 2016, SEBI amended Schedule X of the ICDR Regulations to state that services provided by recognised stock exchanges and registered depositories, in relation to securities, would be classified as services falling within the meaning of the term infrastructure sector for the purposes of the ICDR Regulations. On the basis of the above, the Exchange had sought a clarification on being exempted from the applicability of Regulation 31 of the ICDR Regulations. However, based on interactions with SEBI, the Exchange may not be entitled to claim an exemption under Regulation 31 of the ICDR Regulations. As a result, considering market dynamics and with a view to prevent any delay to the process of listing of the equity shares of the Exchange, consolidation of shares of the Exchange is expected to be beneficial for all parties involved. In light of the above, it is proposed to consolidate the entire share capital of the Exchange by increasing the nominal value of the equity shares from Re. 1 (Rupee One only) per equity share to Rs. 2 (Rupees Two only) per equity share such that every two equity shares with nominal value of Re. 1 (Rupee One only) each held by a member are consolidated and re-designated into one equity share with nominal value of Rs. 2 (Rupees Two only) each with effect from the Record Date as may be determined for this purpose. In this connection, Clause V of the Memorandum of Association of the Exchange will also have to be suitably amended to reflect the revised consolidated share capital of the Exchange. Fractional entitlements As regard any fractions arising from consolidation of the equity shares proposed to be sold by way of the IPO and lying to the credit of the BSE IPO Participation Escrow Account bearing account number 1301440001517458, shall not be able to be withdrawn and such fractions will be aggregated into whole equity shares ( Fractional Offered Equity Shares ) and the number of Fractional Offered Equity Shares so arising (together with any non-cash corporate benefits accruing on such Fractional Offered Equity Shares) will be held by Karvy Computershare Private Limited, for the benefit of the relevant shareholders or their respective legal heirs, who would be responsible for selling them in the IPO and distributing the net sale proceeds (together with any non-cash corporate benefits accruing on such Fractional Offered Equity Shares and after deduction of applicable expenses and taxes) amongst the shareholders who held such Fractional Offered Equity Shares as on the Record Date, or their respective legal heirs, in proportion to their respective fractional entitlements. 11
Similarly, as regard any fractions arising from consolidation of the equity shares other than those set out above, any such fractions arising from such consolidation will be aggregated into whole equity shares ( Fractional Non-Offered Equity Shares ) and the number of Fractional Non-Offered Equity Shares so arising (together with any non-cash corporate benefits accruing on such Fractional Non-Offered Equity Shares) will be held by the trustee or escrow agent appointed by the Managing Director & CEO, for the benefit of the relevant shareholders or their respective legal heirs, as may be determined. Post completion of the IPO and upon cessation of the applicable lock-in imposed on the equity shares of the Exchange in accordance with the provisions of the ICDR Regulations, which is currently one year from the date of transfer of equity shares pursuant to the IPO, the Fractional Non-Offered Equity Shares (together with any non-cash corporate benefits accruing on such Fractional Non-Offered Equity Shares) may be sold by the trustee or escrow agent within a period of seven working days thereafter, on any stock exchange where the equity shares of the Exchange are traded, subject to the prevailing market price. Subject to applicable law, the net proceeds of the sale (after deduction of applicable expenses and taxes) of the Fractional Non-Offered Equity Shares (together with any non-cash corporate benefits accruing on such Fractional Non-Offered Equity Shares) shall be distributed amongst the shareholders who held such Fractional Non-Offered Equity Shares as on the Record Date, or their respective legal heirs, as may be determined, in proportion to their respective fractional entitlements. Alternatively, in the event the IPO is not completed on or prior to the date being one year from the date of the receipt of the final observations from SEBI on the DRHP or such other date as may be determined by the Board, both the Fractional Offered Equity Shares and the Fractional Non-Offered Equity Shares may be sold by the trustee or escrow agent, on a best efforts basis, on the basis of a valuation report as may be issued by a registered valuer or a Category I merchant banker registered with SEBI, on or about the date of such sale, considering the realizable value of such equity shares, or the prevailing market price, and the net proceeds of the sale (after deduction of applicable expenses and taxes) of the Fractional Offered Equity Shares and the Fractional Non-Offered Equity Shares shall be distributed amongst the shareholders who held such equity shares as on the Record Date, or their respective legal heirs, as may be determined, in proportion to their respective fractional entitlements, subject to applicable law. For equity shares currently held in physical form, the shareholders are requested to contact the Registrar & Transfer Agent of the Exchange, Karvy Computershare Private Limited for cancellation of the existing share certificates and issuance of fresh share certificates. All Fractional Non-Offered Equity Shares held in physical form, shall be aggregated and the trustee or escrow agent shall be issued a share certificate in lieu of such equity shares. Further, the trustee or escrow agent is empowered to dematerialise such Fractional Non-Offered Equity Shares held in physical form and shall hold such Fractional Non-Offered Equity Shares (together with any non-cash corporate benefits accruing on such Fractional Non-Offered Equity Shares) for the benefit of the relevant shareholders or their respective legal heirs, as may be determined. At the end of the lock-in period specified above, subject to applicable law, the trustee or escrow agent shall sell the Fractional Non-Offered Equity Shares on the basis of the terms specified above and the net proceeds of the sale (after deduction of applicable expenses and taxes) of the Fractional Non-Offered Equity Shares (together with any non-cash corporate benefits accruing on such Fractional Non-Offered Equity Shares) shall be distributed amongst the shareholders who held such Fractional Non-Offered Equity Shares as on the Record Date, or their respective legal heirs, as may be determined, in proportion to their respective fractional entitlements, subject to applicable law. 12
Provided that in the instance of any disputes relating to the title to the Fractional Non-Offered Equity Shares, the trustee or escrow agent shall continue to hold the proceeds of the sale of such Fractional Non-Offered Equity Shares, till conclusive resolution by an appropriate judicial forum of such dispute to the title of such Fractional Non-Offered Equity Shares. It is clarified that the consolidation process referred to herein above is applicable to the entire authorised and issued share capital of the Exchange. Accordingly, in relation to equity shares currently forming part of the authorised and issued share capital of the Exchange and held in abeyance, such shares shall be consolidated and treated in a manner similar to the Fractional Non-Offered Equity Shares and accordingly, each shareholder who s shareholding is currently in abeyance shall receive a proportionate number of consolidated equity shares upon revocation of suspension. The Board of Directors may place such additional conditions in relation to the treatment and disposal of fractional entitlements and any equity shares arising from consolidation of such fractional entitlements, as it may in its sole and absolute discretion, deem fit for the purposes of fairness and equity as well as for logistical ease of the process of consolidation. Book Closure It is proposed that the register of members of the Exchange be closed for a period from November 24, 2016 till November 28, 2016 (both days inclusive) or such other period as may be decided by the Board for the purpose of consolidation of the share capital of the Exchange. Further, any transfer of equity shares held in physical form from the record date till the date of receipt of the fresh certificate issued by the Exchange in relation to the consolidated equity shares, shall be null and void and the Exchange shall not be obligated to recognise any such transfer. The trustee or the escrow agent will give effect to the disposal of the fractional shares and distribute the proceeds thereof and suitable announcements will be made to all the members to this effect. The trustee or the escrow agent will deduct applicable taxes, and certificates in the prescribed form shall be issued to that effect. The 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. To give effect to the consolidation proposed, the register of members and register of transfers of the Exchange shall be treated to be closed for the period starting from November 24, 2016 till November 28, 2016 (both days inclusive) or such other period as may be decided by the Board. In order to deal equitably with such fractional entitlements, the Managing Director & CEO of the Exchange shall appoint a trustee or escrow agent to aggregate such fractional entitlements into a whole number of equity shares and to hold such number of equity shares for and on behalf of such shareholders. Further, the trustee or escrow agent so appointed shall hold such equity shares till the latter of the end of the lock-in period prescribed under the ICDR Regulations or the period being one year from the date of receipt of final observations on the DRHP from SEBI and shall be entitled to sell the equity shares held on the basis of a valuation report as may be issued by a registered valuer or a Category I merchant banker registered with SEBI, on or about the date of such sale, considering realizable value of such equity shares, and the net proceeds of the sale of such equity shares shall be distributed amongst the shareholders who held such equity shares as on the Record Date, or their respective legal heirs, as may be determined, in proportion to their respective fractional entitlements, subject to applicable law. 13
Provided that the Exchange and the Registrar may, at any time post consolidation of the share capital send suitable communication to the shareholders containing details of the number of consolidated equity shares each shareholder will be entitled to, including any fractional entitlements arising on account of consolidation of the share capital of the Exchange. The Board recommends the passing of the said resolution as set out in Item no. 1 of the Notice. None of the Directors, key management personnel or their relatives are concerned or interested financially or otherwise in the resolution. Item No. 2 In furtherance of the matters stated at Item no. 1, your Directors are seeking the consent of the members of the Exchange to consolidate the existing authorised and issued share capital of the Exchange and thereby increasing the face value of the existing equity shares from Re. 1 each to Rs. 2 each. As on date, the authorised share capital of the Exchange is Rs. 3,00,00,00,000 (Rupees Three Hundred crores only) divided into 3,00,00,00,000 equity shares of nominal value of Re. 1 (Rupee One only) each. The Exchange proposes to consolidate its equity share capital by increasing the nominal value of the equity shares from Re. 1 (Rupee One only) each to Rs. 2 (Rupees Two only) each so that every two equity shares with a nominal value of Re. 1 (Rupee One) each held by a member are consolidated and re-designated into 1 (one) equity share with a nominal value of Rs. 2 (Rupees Two only) each, in the manner specified in Item No. 1 above. This would necessitate amendment of Clause V of the Memorandum of Association of the Exchange, which specifies the authorised share capital of the Exchange. The Board recommends the passing of the said resolution as set out in Item no. 2 of the Notice. None of the Directors, key management personnel or their relatives are concerned or interested financially or otherwise in the resolution. By Order of the Board of Directors For BSE Limited Date : October 28, 2016 Place: Mumbai Prajakta Powle Company Secretary & Compliance Officer Registered Office: BSE Limited, 25th Floor, P J Towers, Dalal Street, Mumbai - 400 001. 14
BSE Limited CIN - U67120MH2005PLC155188 25th Floor P. J Towers, Dalal Street, Mumbai - 400 001 Tel: + 91 22 2272 1233 / 34 Fax: +91 22 2272 1003 Email:bse.shareholders@bseindia.com; website: www.bseindia.com Form No. MGT-11 Proxy Form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies Name of the Member (s) : (Management and Administration) Rules, 2014] Registered address: E-mail Id : Folio No/Client ID: DP ID: I /We, being the member(s) of shares BSE Limited, hereby appoint: 1. Name: Address: E-mail ID: Signature:, or failing him/her 2. Name: Address: E-mail ID: Signature:, or failing him/her 3. Name: Address: E-mail 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 General Meeting of the Exchange, to be held on Friday, 25 th day of November, 2016 at 11.00 A.M. at Sir Dinshaw Petit International Convention Hall, 1st Floor, P. J. Towers, Dalal Street, Mumbai- 400 001 and at any adjournment thereof in respect of such resolutions as are indicated below : Resolutions Special Businesses 1. Consolidation of Share Capital of the Exchange 2. Amendment of the Memorandum of Association of the Exchange Signed this day of 2016 Signature of shareholder Signature of Proxy holder(s) Affix Revenue Stamp 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 time for holding the Meeting. 15
BSE Limited CIN - U67120MH2005PLC155188 25th Floor P. J Towers, Dalal Street, Mumbai - 400 001 Tel: + 91 22 2272 1233 / 34 Fax: +91 22 2272 1003 Email:bse.shareholders@bseindia.com; website: www.bseindia.com ATTENDANCE SLIP PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Details of Shareholder:- No. of Shares held: Client ID No: DP ID No. Folio No: Name(s) of the Shareholder(s)/ Proxy (IN BLOCK LETTERS) Address: I/We hereby record my/our presence at the Extraordinary General Meeting of BSE Limited held at Sir Dinshaw Petit International Convention Hall, 1 st Floor, P.J. Towers, Dalal Street, Mumbai - 400 001 on Friday, 25 th day of November, 2016 at 11.00 A.M. Signature of Shareholder / Proxy Note: No duplicate Attendance Slip will be issued at the Meeting Hall. 17
18
NOTICE TO SELLING SHAREHOLDERS WHO HAVE OFFERED EQUITY SHARES OF THE EXCHANGE FOR SALE IN THE INITIAL PUBLIC OFFERING The attention of all the shareholders of the Exchange who have consented to offer equity shares held by them for sale in the initial public offering of equity shares is drawn to the amendment of the Scheme of Participation as circulated to you by way of the letter dated July 5, 2016. In light of the proposed consolidation of the entire share capital of the Exchange, we wish to highlight the following amendment to the terms of the Scheme of Participation, subject to approval by the members of the proposed consolidation of the entire share capital of the Exchange. In case you need any clarification/assistance in relation to your participation in the Offer for Sale, you may contact the Investor Relations Department of your Exchange at bse.ipo@bseindia.com or +91 (22) 2272 8216. Amendment of the Scheme of Participation In furtherance of the authority granted to the Board by the members of the Exchange by way of the resolution passed at the annual general meeting held on June 24, 2016 and in lieu of the proposed consolidation of the share capital of the Exchange, the Scheme of Participation shall, subject to approval by the members of the proposed consolidation of the entire share capital of the Exchange, stand amended by way of introduction of the following in Annexure C: B. Terms and Conditions of your Participation in the Offer for Sale: 19. Consolidation (a) (b) (c) (d) Each Selling Shareholder of the Exchange shall be deemed to have deposited such number of consolidated equity shares of face value of Rs. 2 as may arise on account of consolidation of their proportionate interest in the equity shares standing to the credit of the Special Depository Account. Selling Shareholders shall not be able to withdraw any fractional entitlements from the Special Depository Account and any fractions arising from consolidation of the equity shares proposed to be sold by way of the IPO and lying to the credit of the BSE IPO Participation Escrow Account bearing account number 1301440001517458, will be aggregated into whole equity shares ( Fractional Offered Equity Shares ). No equity shares shall be issued to Selling Shareholders who are entitled to any fractional entitlements on account of such consolidation and such Selling Shareholders shall be entitled to receive the monetary value of such Fractional Offered Equity Shares (together with any noncash corporate benefits accruing on such Fractional Offered Equity Shares and after deduction of applicable expenses and taxes), in proportion to their respective fractional entitlements. Karvy Computershare Private Limited, the registrar to the Exchange, shall hold such Fractional Offered Shares for and on behalf of the relevant Selling Shareholders and shall be entitled to dispose of such Fractional Offered Equity Shares in the initial public offering and shall subsequently distribute the net proceeds to the relevant Selling Shareholders, in proportion to their respective fractional entitlements. 19
(e) In the event the IPO is not completed on or prior to the date being one year from the date of the receipt of the final observations from SEBI on the DRHP or such other date as may be determined by the Board, the Fractional Offered Equity Shares may be sold by a trustee or share escrow agent appointed by the Exchange, on a best efforts basis, on the basis of a valuation report as may be issued by a registered valuer or a Category I merchant banker registered with SEBI, on or about the date of such sale, considering realizable value of such equity shares and the net proceeds of the sale (after deduction of applicable expenses and taxes) of the Fractional Offered Equity Shares (together with any non-cash corporate benefits accruing on such Fractional Offered Equity Shares) shall be distributed amongst the Selling Shareholders, in proportion to their respective fractional entitlements, subject to applicable law. This notice is being provided for the benefit of the shareholders who have consented to participate in the initial public offering of the Exchange pursuant to the Scheme of Participation. The attention of all Selling Shareholders is drawn to the fact that no equity shares shall be issued or allotted by the Exchange in lieu of fractional entitlements to any Selling Shareholder and such Selling Shareholder shall be entitled to receive the monetary value of such fractional entitlement (including any noncash corporate benefits accruing on such fractional entitlements) upon completion of the IPO, after deduction of applicable taxes and expenses. Further all Selling Shareholders are hereby notified that no withdrawal of fractional entitlements shall be permitted and that upon consolidation, the Selling Shareholders who are entitled to any fractional entitlements in respect of consolidation shall only be entitled to receive the monetary value of such fractional entitlements. Any Selling Shareholder, who wishes to withdraw its equity shares deposited by them in the Special Depository Account, is requested to withdraw his/her/their Offered Shares from the Special Depository Account prior to November 24, 2016, i.e., the date of book closure for the purpose of the consolidation of the share capital of the Exchange. Kindly note that no requests for return of fractional entitlements on account of failure to withdraw equity shares deposited prior to November 24, 2016 shall be entertained. 20