NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF VODAFONE INDIA LIMITED WILL BE HELD AT SHORTER NOTICE ON THURSDAY, 14 SEPTEMBER 2017 AT 09:45 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT PENINSULA CORPORATE PARK, GANPATRAO KADAM MARG, LOWER PAREL, MUMBAI 400013, MAHARASTRA, INDIA, TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS: ITEM NO. 1 To consider and if thought fit, pass with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT, pursuant to Section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 and other applicable laws (including any statutory modification or re-enactment thereof) and in accordance with Article 14 of the Articles of Association of the Company and subject to the approval/confirmation of the National Company Law Tribunal at Mumbai (the Tribunal ) and all other approvals, permissions and sanctions from any regulatory or statutory authority as may be necessary, and based on the Valuation Report dated 13 September 2017 issued by Walker Chandiok & Co. LLP in respect of the equity shares of the Company and the equity shares of Indus Towers Limited, consent be and is hereby accorded for the reduction of the issued, subscribed and paid-up equity share capital of the Company from Rs.28,132,958,230 (Rupees Twenty Eight Billion One Hundred Thirty Two Million Nine Hundred Fifty Eight Thousand Two Hundred Thirty) divided into 2,813,295,823 (Two Billion Eight Hundred Thirteen Million Two Hundred Ninety Five Thousand Eight Hundred Twenty Three) equity shares of Rs.10 (Rupees Ten) each to Rs. 15,011,746,520 (Rupees Fifteen Billion Eleven Million Seven Hundred Forty Six Thousand Five Hundred and Twenty) divided into 1,501,174,652 (One Billion Five Hundred & One Million One Hundred and Seventy Four Thousand Six Hundred and Fifty Two) equity shares of Rs.10 (Rupees Ten) each, to be effected by cancelling an aggregate of 1,312,121,171 (One Billion Three hundred and twelve million one hundred and twenty one thousand One hundred and seventy one) equity shares of Rs.10 (Rupees Ten) each of the Company, allocated among the shareholders pro rata to their shareholding in the Company, and distributing in consideration therefor, an aggregate of 500,504 (Five Hundred Thousand Five Hundred and Four) equity shares of Re.1 (Rupee One) each directly or beneficially held by the Company in Indus Towers Limited to the shareholders of the Company pro rata to their shareholding in the Company (the Proposed Reduction ). RESOLVED FURTHER THAT the Proposed Reduction shall not cause any shareholder of the Company to hold any fractional shares in the Company or in Indus Towers Limited and any such fractional shares shall be rounded off to the nearest whole number. RESOLVED FURTHER THAT any of the Directors of the Company, Thomas Reisten, Chief Financial Officer and Sudhakar Shetty, Company Secretary (each, an Authorised Person ), be and are hereby severally authorised, on behalf of the Company, to take all necessary steps that may be required for approving and implementing the Proposed Reduction, including, without limitation, the following: T +91 22 7171 5000, F +91 22 2496 3645, www.vodafone.in Page 1 of 8
(a) (b) (c) (d) (e) (f) appoint solicitors, advocates, accountants, advisors, consultants and other experts for implementation of the Proposed Reduction and determine their remuneration; file, modify or withdraw petition(s) and application(s) for approval and/or confirmation of the Proposed Reduction and all related matters by the Tribunal and swear and file necessary affidavits, vakalatnamas, papers, deeds and documents in connection with the Proposed Reduction; apply to, and liaise and correspond with, all relevant regulatory and statutory authorities as may be required or prescribed for their approval of the Proposed Reduction; delegate the powers granted to an Authorised Person hereunder to such person(s) as such Authorised Person may deem necessary or expedient in the interest of the Company in relation to the implementation of the above resolutions and to give effect to the Proposed Reduction; if required, provide copies of the above resolutions, certified to be true by any Director or the Company Secretary of the Company or any Authorised Person, to any court, authority, company, body corporate or person; and do or cause to be done all such other acts, matters, deeds and things as may be necessary, incidental or desirable in connection with or incidental to giving effect to the above resolutions or to otherwise give effect to the Proposed Reduction. Place: Mumbai Date: 13 September 2017 By Order of the Board for sd/- Registered Office: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai 400013 Sudhakar Shetty Company Secretary (ACS - 13200) N O T E S: 1) EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 IS ATTACHED. 2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 3) PROXIES TO BE VALID MUST BE DULY FILLED, SIGNED AND DEPOSITED WITH THE REGISTERED OFFICE OF THE COMPANY AT PENINSULA CORPORATE PARK, G. K. MARG, LOWER PAREL, MUMBAI 400013, 48 (FORTY EIGHT) HOURS BEFORE THE TIME FIXED FOR HOLDING THE MEETING. T +91 22 7171 5000, F +91 22 2496 3645, www.vodafone.in Page 2 of 8
4) THE AUTHORIZED REPRESENTATIVE OF A BODY CORPORATE WHICH IS A REGISTERED EQUITY SHAREHOLDER OF THE COMPANY MAY ATTEND AND VOTE AT THE SHAREHOLDERS MEETING OF THE COMPANY, PROVIDED A CERTIFIED TRUE COPY OF THE RESOLUTION OF THE BOARD OF DIRECTORS OR OTHER VALID AUTHORITY, AUTHORIZING SUCH REPRESENTATIVE TO ATTEND AND VOTE AT THE MEETING IS DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY. 5) A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN 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 PROXY AS SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. 6) ALL THE DOCUMENTS, INCLUDING MEMORANDUM AND ARTICLES OF ASSOCIATION REFERRED TO IN THE NOTICE AND THE EXPLANATORY STATEMENT WILL BE AVAILABLE FOR INSPECTION BY THE MEMBERS AT THE REGISTERED OFFICE OF THE COMPANY DURING NORMAL BUSINESS HOURS ON ALL WORKING DAYS FROM THE DATE HEREOF UP TO THE DATE OF THE MEETING 7) ATTENDANCE SLIP, PROXY FORM AND THE ROUTE MAP TO THE VENUE OF THE MEETING IS INCLUDED IN THIS NOTICE FOR EASY LOCATION. T +91 22 7171 5000, F +91 22 2496 3645, www.vodafone.in Page 3 of 8
EXPLANATORY STATEMENT ATTACHED TO NOTICE DATED 13 SEPTEMBER, 2017 [as required under Section 102 of the Companies Act, 2013] The following statement sets out all material facts relating to the Business mentioned in the accompanying Notice: Item No. 1 Background: 1. (the Company ), Vodafone Mobile Services Limited ( VMSL ), Idea Cellular Limited ( ICL ) and certain other parties have entered into an Implementation Agreement dated 20 March 2017 (the Implementation Agreement ). It has been agreed, inter alia, to amalgamate the Company into ICL, subject to the satisfaction or waiver (if applicable) of various conditions, including receipt of approval from certain governmental authorities. 2. The Company, ICL and Bharti Infratel Limited are, among others, shareholders of a joint venture company i.e., Indus Towers Limited ( Indus ). The Company holds 42% of the paid-up share capital of Indus. As per terms of the Implementation Agreement, the Company s shareholding (investment) in Indus is outside the purview of the above-referred amalgamation of the Company with and into ICL, and the Company has right to dispose of its shareholding in Indus in such manner as it may deems fit. In terms of the Implementation Agreement, the Company proposes to distribute/transfer equity shares of Indus held by it to the shareholders of the Company on a pro rata basis, prior to the amalgamation of the Company with and into ICL and for that purpose it is proposed to reduce its issued, subscribed and paid up equity capital to the extent of such investment held by the Company in Indus in accordance with the valuation of Indus equity (the Proposed Reduction of Capital ). In connection with the Proposed Reduction of Capital, Walker Chandiok & Co LLP (Grant Thornton) registered valuers had submitted the valuation report dated 13 September 2017 providing basis to identify the number of equity shares of the Company that are required to be cancelled in lieu of the equity shares of Indus held by the Company directly or beneficially as investment that are proposed to be distributed/transferred to the shareholders of the Company. According to the valuation report, reduction of the issued, subscribed and paid-up equity share capital of the Company from Rs.28,132,958,230 (Rupees Twenty Eight Billion One Hundred Thirty Two Million Nine Hundred Fifty Eight Thousand Two Hundred Thirty) divided into 2,813,295,823 (Two Billion Eight Hundred Thirteen Million Two Hundred Ninety Five Thousand Eight Hundred Twenty Three) equity shares of Rs.10 (Rupees Ten) each to Rs. 15,011,746,520 (Rupees Fifteen Billion Eleven Million Seven Hundred Forty Six Thousand Five Hundred and Twenty) Rs.10 (Rupees Ten) each divided into 1,501,174,652 equity shares of Rs.10 (Rupees Ten) each, to be effected by cancelling an aggregate 1,312,121,171 (One Billion Three hundred and twelve million one hundred and twenty one thousand One hundred and seventy one) equity shares of Rs.10 (Rupees Ten) each of the Company. Your Directors are of view that proposed transfer/distribution of Indus shares held by the Company directly or beneficially to the shareholders of the Company is in interest of the shareholders and the Company and recommends the Resolution No. 1 as set out in this Notice for approval of the T +91 22 7171 5000, F +91 22 2496 3645, www.vodafone.in Page 4 of 8
shareholders of the Company. None of the Directors or Key Managerial Personnel or their relatives are concerned or interested in the special resolution No. 1 as set out in the Notice convening the meeting. Place: Mumbai Date: 13 September 2017 By Order of the Board for sd/- Registered Office: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai 400013 Sudhakar Shetty Company Secretary (ACS - 13200) T +91 22 7171 5000, F +91 22 2496 3645, www.vodafone.in Page 5 of 8
VODAFONE INDIA LIMITED (CIN U32200MH1992PLC119108) Regd. Off.: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai 400 013 NAME OF THE MEMBER / PROXY / AUTHORISED REPRESENTATIVE DP ID & Client ID* ATTENDANCE SLIP FOLIO NUMBER NUMBER OF SHARES HELD *Applicable if the shares are held in dematerialised form I/We hereby record my/our presence at the Extraordinary General Meeting of the Company held at the registered office of the Company at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 on Thursday, 14 September 2017, at 09:45 a.m. IST. SIGNATURE OF THE ATTENDEE Notes: 1. Member / Proxy-holder / Authorized Representative wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over at the entrance duly signed 2. Member / Proxy-holder / Authorized Representative desiring to attend the meeting should bring his copy of the Notice for reference at the meeting. T +91 22 7171 5000, F +91 22 2496 3645, www.vodafone.in Page 6 of 8
(CIN U32200MH1992PLC119108) Regd. Off.: Peninsula Corporate Park, G. K. Marg, Lower Parel, Mumbai 400 013 PROXY FORM Name of the Member(s) Registered Address E-Mail Id Folio No. / DP ID & Client Id I / We being the member(s) of shares of the above named company, hereby appoint 1. Name: Address: E-mail Id : Signature: or failing him / her 2. Name: Address: E-mail Id : Signature: or failing him / her as my / our proxy to attend and vote (on a poll) for me / us on my/ our behalf at the Extraordinary General Meeting of the Company to be held Thursday, 14 September 2017 at 09:45 a.m. IST at the registered office at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No(s) Signed this day of 2017 Please affix 15 Paise Revenue Stamp here Signature of Shareholder Signature of Proxy Holder(s) Signature(s) of Member(s) across the Stamp Note:The proxy form must be deposited with the Registered Office of the Company at Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 not less than 48 hours before the time fixed for holding the meeting T +91 22 7171 5000, F +91 22 2496 3645, www.vodafone.in Page 7 of 8
MAP FOR VENUE OF EXTRAODINARY GENERAL MEETING: For Sd/- Sudhakar Shetty Company Secretary (ACS 13200) Place: Mumbai Date: 13 September, 2017 T +91 22 7171 5000, F +91 22 2496 3645, www.vodafone.in Page 8 of 8