OUR CAPITAL MARKETS PRACTICE

OUR CAPITAL MARKETS PRACTICE

CONTENTS ABOUT TRILEGAL 04 OUR CAPITAL MARKETS PRACTICE 05 WHY CHOOSE OUR CAPITAL MARKETS PRACTICE 07 CAPITAL MARKETS WORK HIGHLIGHTS 09 KEY CONTACTS 13

Ranked as one of the top 10 most innovative firms in APAC. FT - Asia-Pacific Innovative Lawyers Ranked as one of the top 5 law firms in India. RSG India Report Best Overall Law Firms in India. India Business Law Journal (IBLJ) National Law Firm of the Year and India Client Service Law Firm of the Year. Chambers Asia-Pacific Awards 03

ABOUT TRILEGAL Trilegal is one of India's leading law firms with offices in four of India s major cities - Mumbai, New Delhi, Bangalore and Gurgaon. We represent clients on a large number of the most complex and high value transactions in India. We believe that the combination of our firm s culture, the depth of our transactional experience, the wide range of our expertise and the quality and energy of our lawyers, allows us to offer a level of client service that is unique in the Indian legal market. We take a commercial perspective of the issues our clients face with the aim of developing a solution-oriented approach. Our areas of expertise include mergers and acquisitions; strategic alliances and joint ventures; private equity and venture capital; energy and infrastructure; banking and finance; restructuring; capital markets; telecoms, media and technology; dispute resolution; regulatory; competition law; labour and employment; real estate; and taxation. Our client roster includes many of the world's leading corporations. We provide our clients seamless, efficient and integrated service across a broad spectrum of practice areas. 04

OUR CAPITAL MARKETS PRACTICE Our capital markets team covers a full-spectrum of services and has experience of having worked on several complex transactions. Our client roster includes some of the most prominent Indian and foreign companies, underwriters, foreign institutional investors (FIIs), banks, venture capitalists and leading asset management companies. Our team routinely advises clients on initial public offerings, private placements, qualified institutions placements, foreign currency convertible bonds, global depository receipts and other capital markets transactions. Our capital markets team works closely with the firm's regulatory, banking and finance, litigation, restructuring and other specialist teams to develop innovative solutions for our clients. The ability to collaborate and draw on the expertise of our firm's other practices differentiates us and enables us to tap into the deep knowledge and experience of the firm and provide the most commercially viable solutions to our clients, often incorporating precedent-setting financing techniques that lead the industry. 05

Their work product is immaculate; the firm is in tune with the work culture of international law firms and the expectations of large corporate clients. Chambers Asia-Pacific

WHY CHOOSE OUR CAPITAL MARKETS PRACTICE INNOVATIVE AND PROBLEM SOLVING APPROACH Trilegal has a substantial securities and capital markets practice. We have advised clients on variety of innovative products, and are noted particularly for the diversity of our experience, and our ability to handle challenging work. We strive to provide an innovative and fresh approach to our clients to enable them to continuously adjust to the economic, political and regulatory upheavals that markets are subject to. Our frequent contact with the regulatory authorities in addition to the stock exchanges in India permit us to have a deep insight into the way the markets work and to anticipate any potential hurdles that may be posed by regulatory authorities to transactions. We use our understanding of India s complex securities markets regulations and the way such regulations are interpreted to offer dynamic and cost effective solutions which are customised to meet our clients capital raising activity. of structured products, and complex equity-linked transactions. The team is strongly supported by experienced, specialized lawyers from other fields such as the banking and finance and corporate practice areas. This enables us to encompass diverse practice areas and provide a one stop solution to clients. SPECIALIST, YET DIVERSE ADVICE Given our considerable experience, we believe that our firm is placed at the forefront of the Indian legal market. Our capital markets team has represented diverse clients, such as issuers, underwriters, book running lead managers, which has exposed us to the latest trends and strategies prevailing in the market. Our capital markets team consists of highly motivated individuals who are committed to a hands-on approach to every transaction. Our practice is founded on a full-service capability, and is complemented by local securities law expertise, which enables us to seamlessly integrate technical know-how and commercial experience into transactions. In recent years, our capital markets team has further augmented its expertise in both the bond and equity markets while advising on some of the biggest deals in the market, and such expertise gives the firm the edge in understanding a range 07

CAPITAL MARKETS WORK HIGHLIGHTS INITIAL PUBLIC OFFERINGS (IPOS) Merrill Lynch, IDFC Capital, Enam Securities, ICICI Securities, SBI Capital Markets, and Yes Bank Limited in the IPO of A2Z Maintenance & Engineering Services Limited. Goldman Sachs, one of the selling shareholders in the IPO of Bharti Infratel Limited. Swarovski in relation to its pre-ipo investment in Tara Jewels Limited. Acting as legal counsel to the selling shareholders in the proposed IPO of Just Dial Limited. QUALIFIED INSTITUTIONS PLACEMENTS (QIPS) Acted as domestic legal counsel to the issuer in the QIP of Glenmark Pharmaceuticals Limited. Merrill Lynch, Morgan Stanley, Enam Securities and UBS Securities in the QIP of Exide Industries Limited. GLOBAL DEPOSITARY RECEIPTS Cox & Kings Limited in its international offering of Global Depository Receipts. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS) International Finance Corporation in connection with subscription to FCCBs aggregating up to USD 7.5 million issued by Vivimed Labs Limited on a private placement basis. Standard Chartered Bank as the lead manager in connection with the issue of FCCBs aggregating up to USD 130 million by Amtek India Limited. Glenmark Pharmaceuticals Limited on the issue of USD 20 million Zero Coupon Convertible Bonds due 2010 and USD 50 million Zero Coupon Resettable Onward Starting Equity-linked Securities due 2010, listed on the Singapore Stock Exchange. Investors in connection with subscription to FCCBs refinancing aggregating up to USD 22.2 million issued by Gati Limited. International Finance Corporation in connection with subscription to FCCBs aggregating up to USD 5 million issued by Vinati Organics Limited on a private placement basis. NON CONVERTIBLE DEBENTURES (NCDS) Standard Chartered Bank in connection with several issuers of: NCDs aggregating up to INR 375 crores on a private placement basis by GMR Highways Limited. listed NCDs by Brassco Estates Private Limited. NCDs aggregating up to INR 250 crores on a private placement basis by Harsil Projects Private limited. NCDs aggregating up to INR 550 crores on a private placement basis (the Issue). Allium Finance Private Limited and other entities of the Edelweiss group in providing financial assistance including by subscription to NCDs for the restructuring of debt portfolio of W.S. Industries (India) Limited. Emaar MGF Land Limited in raising rupee denominated debt aggregating INR 22.6 billion by issuing listed, rated, secured non-convertible debentures on a private placement basis to foreign institutional investors participating in the primary issuance of such debt instruments. 09

Credit Suisse in connection with the issue of non-convertible debentures aggregating to INR 300 crores on a private placement basis by Essel Corporate Resources Private Limited. Goldman Sachs in connection with the issue of non-convertible debentures aggregating to INR 500 crores on a private placement basis by Solaris Holdings Limited. Shriram Capital Limited in its issue of non-convertible debentures aggregating up to INR 550 crores on a private placement basis. Credit Suisse as the arranger in connection with the issue of unlisted, rated, secured NCDs aggregating to INR 200 crores on a private placement basis by a publishing company in India for the purpose of refinancing existing debts. Olympus Capital Asia Credit in the INR 180,00,00,000 issuance of NCDs in two tranches by Atria Convergence Technologies Private Limited. Investec Bank PLC in its subscription to the unlisted, rated and redeemable non-convertible debentures issued by Tejassarnika Hydro Energies Private Limited (Issuer), a wholly owned subsidiary of Greenko Energies (Private) Limited. The Issuer is engaged in the business of hydro power generation. International Finance Corporation in its subscription to the listed, rated, secured and redeemable non-convertible debentures issued by Ujjivan Financial Services Private Limited, an NBFC engaged in the micro-finance sector. MEDIUM TERM NOTES (MTN) Syndicate Bank in the issue of notes aggregating to USD 500 million under its MTN programme in 2013. Bank of India in the issue of notes aggregating to USD 500 million under its MTN in 2013. Citigroup Global Markets, Deutsche Bank, J.P. Morgan Securities, Merrill Lynch, and Royal Bank of Scotland in the update of and drawdown under euro 2, billion MTN programme of Axis Bank Limited in 2010. Barclays Bank Plc, Citigroup Global Markets Singapore Pte. Ltd., Citigroup Global Markets Limited and Deutsche Bank AG in the update of EURO 2 billion MTN programme of Axis Bank Limited in May 2011 and December 2011. COMMERCIAL PAPER Deutsche Securities Mauritius Limited in the issuance of commercial paper by Turquoise Investments and Finance Private Limited amounting to INR 625 crores. BOND ISSUANCES Deutsche Bank on the Indian law aspects of the issue of USD 200 million high yield bonds by Rolta LLC under Rule 144A of the U.S. Securities Act, 1933 listed on the Singapore Stock Exchange, which were guaranteed by Rolta India Limited this was the first high yield bond issuance from India. Barclays Bank PLC and Citigroup Global Markets Inc. on the Indian law aspects of the issue of USD 300 million high yield bonds by Rolta Americas LLC. OVERSEAS LISTING UTI Indian Fixed Income Fund PLC for its listing on the Singapore Stock Exchange and Irish Stock Exchange. 10

Sources particularly commend this team for its knowledge of debt capital markets. Chambers Asia-Pacific They offer specialized expertise, a proactive approach and a quality service, and they are consistent with their work. Chambers Asia-Pacific

KEY CONTACTS BHAKTA PATNAIK Partner Mumbai Tel +91 22 4079 1047 bhakta.patnaik@trilegal.com 13

Trilegal has a great service delivery capability, the best among all the law firms we ve come across. The seniors are very hands on and very accessible. Asialaw Profiles

MUMBAI Peninsula Business Park 17th Floor, Tower B Ganpat Rao Kadam Marg Lower Parel (West) Mumbai 400 013 India T +91 22 4079 1000 DELHI 311 B, DLF South Court Saket, New Delhi 110017 India T +91 11 4163 9393 GURGAON 5th Floor, Tower 4B DLF Corporate Park DLF City Phase-3 MG Road, Gurgaon 122 002 India T +91 124 625 3200 BANGALORE The Residency 7th Floor, 133/1, Residency Road Bangalore 560 025 India T +91 80 4343 4646