NOTICE. To appoint a Director in place of Mr. P.H. Ravikumar, who retires by rotation and, being eligible, seeks re-appointment.

SKS Microfinance Limited Registered Office: My Home Tycoon, 3 rd Floor, Block A, 6-3-1192, Kundanbagh Begumpet, Hyderabad 500 016, Andhra Pradesh (India) NOTICE Notice is hereby given that the Ninth Annual General Meeting of the Members of SKS Microfinance Limited will be held on Friday, August 10, 2012, at 10:00 am at Bhaskara Auditorium, B M Birla Science Centre, Adarsh Nagar, Hyderabad - 500 063, Andhra Pradesh, India, to transact the following business: ORDINARY BUSINESS Item No. 1 Adoption of Accounts To receive, consider and adopt the audited Profit and Loss Account for the financial year ended March 31, 2012, the Balance Sheet as at that date and Reports of the Directors and Auditors thereon. Item No. 2 Re-appointment of Mr. P. H. Ravikumar To appoint a Director in place of Mr. P.H. Ravikumar, who retires by rotation and, being eligible, seeks re-appointment. Item No. 3 Re-appointment of Mr. Paresh Patel To appoint a Director in place of Mr. Paresh Patel, who retires by rotation and, being eligible, seeks re-appointment. Item No. 4 Appointment of Statutory Auditors SPECIAL BUSINESS To appoint Statutory Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and fix their remuneration and to pass the following resolution thereof: RESOLVED that M/s. S R Batliboi & Co., Chartered Accountants (Firm Registration No. 301003E), be and are hereby re-appointed as Statutory Auditors of the Company, from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors or the Audit Committee constituted by the Board of Directors. Item No. 5 Approval of the remuneration payable to Mr. M. Ramachandra Rao (M. R. Rao) as the Managing Director & Chief Executive Officer of the Company To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED that pursuant to Sections 198, 269, 309, 310 and Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, read with Circular No. 46/2011 dated July 14, 2011 issued by the Ministry of Corporate Affairs, and in partial modification to the resolution passed by the Members at the Eighth Annual General Meeting (Eighth AGM) held on July 20, 2011, approving the appointment and terms of remuneration of Mr. M. Ramachandra Rao as Managing Director & Chief Executive Officer, consent of the Members of the Company be and is hereby accorded for payment of remuneration to Mr. M. Ramachandra Rao during his tenure of office with effect from April 1, 2011 as per the details mentioned in the Explanatory Statement. RESOLVED FURTHER that all other terms and conditions of appointment of Mr. M. Ramachandra Rao as approved earlier by the members of the Company in the Eighth AGM shall remain unchanged. RESOLVED FURTHER that for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all such deeds, documents, instruments and writings as may be required, with powers to settle all questions, difficulties or doubts that may arise in regard to the said appointment as the Board may in its sole and absolute 1

discretion deem fit and delegate all or any of its powers herein conferred to any Director(s) and/ or officer(s) of the Company, to give effect to this resolution, if required, as it may be in its absolute discretion deem it necessary or desirable. Item No. 6 Issue of Equity Shares on Preferential Basis: To Considere and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution: "RESOLVED that pursuant to Section 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956 (including any amendment(s) to or re-enactment thereof) and enabling clause of the Memorandum and Articles of Association of the Company and the listing agreements entered into by the Company with the stock exchanges where the shares of the Company are listed, in terms of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the "SEBI ICDR Regulations"), the Foreign Exchange Management Act, 2000, the Foreign Exchange Management (Transfer or Issue of Securities by a Person Resident Outside India) Regulations, 2000, the Foreign Exchange Management (Borrowing or Lending in Rupees) Regulations, 2000, (including any amendment(s) to or re-enactment thereof) and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Ministry of Finance (Department of Economic Affairs) and of the Ministry of Industry (Foreign Investment Promotion Board/Secretariat for Industrial Assistance) and the Securities and Exchange Board of India (the SEBI ) and in accordance with the rules, regulations, guidelines notifications, circulars and clarifications issued thereon from time to time by Government of India, the Reserve Bank of India, Foreign Investment Promotion Board, SEBI /or any other competent authorities (the Appropriate Authorities ) and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by the Appropriate Authorities in granting such approvals, consents, permissions and / or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include any Committee duly constituted by the Board or any Committee which the Board may have constituted or hereafter constitute, to exercise one or more of its powers including the powers conferred on the Board by this resolution), the consent of the Company be and is hereby accorded to the Board to offer, issue and allot an aggregate of 44,50,000 Equity Shares of the face value of Rs. 10/- each, ranking pari-passu with the existing equity shares of the Company, for cash, to M/s. Kumaon Investment Holdings, a SEBI registered FII (an 100% subsidiary of M/s. WestBridge Ventures II, LLC, one of the Promoters of the Company) (details of the same are given in the explanatory statement), at a premium of Rs. 65.40 per Equity Share (each an "Equity Share" and collectively the "Issue Shares") aggregating to Rs. 33.55 crore on preferential allotment basis, at such time or times on such terms and conditions and in such manner as may be decided by the Board in this connection. RESOLVED FURTHER that the Issue Shares shall be allotted within a period of 15 days from the date of passing of this resolution provided that where the allotment of the said Issue Shares is pending on account of pendency of any approval of such allotment by any regulatory authority, the allotment shall be completed within a period of 15 days from the date of such approval. RESOLVED FURTHER that the price of the Issue Shares has been determined as per the Chapter VII of SEBI ICDR Regulations i.e. at a price not less than the average of the weekly high and low of the closing prices of the Company's shares quoted on the recognized stock exchanges during the two weeks preceding the 'relevant date'. RESOLVED FURTHER that the relevant date for the purpose of calculating the exercise price under Chapter VII of SEBI ICDR Regulations is July 11, 2012. RESOLVED FURTHER that the Board be and is hereby authorized to take necessary steps for listing of the above mentioned Equity Shares on the Stock Exchanges where the Company s shares are listed, as per the terms and conditions of the listing and other applicable guidelines, rules and regulations. RESOLVED FURTHER that pursuant to the provisions of Chapter VII of SEBI ICDR Regulations the fresh Equity Shares to be allotted shall be locked in as per SEBI ICDR Regulations from the date of allotment and that the equity Shares shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in except to the extent and in the manner permitted there under. RESOLVED FURTHER that for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, filings, matters and things as it may in its absolute discretion, deem necessary and desirable for such purpose, including without limitation, issuing clarifications on the issue and allotment of the Issue Shares, resolving any difficulties, effecting any 2

modification to the foregoing (including any modifications to the terms of the Issue), and entering into all such deeds, documents, instruments and writings as may be required, appointing such consultants, legal advisors, advisors and all such agencies as may be required for the issuance of the Issue Shares and delegate all or any of its powers herein conferred to any Committee of the Board, Director(s) and/ or Officer(s) of the Company, if required, as it may in its absolute discretion deem it necessary or desirable. RESOLVED FURTHER that all actions taken by the Board or the Committee in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects. By order of the Board of Directors for SKS Microfinance Limited Date: July 14, 2012 Place: Hyderabad SD/- Sudershan Pallap Company Secretary Notes A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 1. The instrument appointing the proxy must be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. 2. Members / proxies should bring duly filled in Attendance Slips sent herewith to attend the meeting. 3. The relative Explanatory Statement, pursuant to section 173 (2) of the Companies Act, 1956, in respect of Special Business, is annexed hereto. 4. The Register of Directors' shareholding, maintained under Section 307 of the Companies Act, 1956, will be available for inspection by the Members at the AGM. 5. The Register of Members and Share Transfer Books will remain closed from August 3, 2012 to August 10, 2012 (both days inclusive). 6. The Certificate from the Auditors of the Company on the Company s ESOP Plans will be available for inspection by Members at the AGM. 7. Members are requested to address all correspondences to the Registrar and Share Transfer Agents, Karvy Computershare Private Limited, Plot No. 17 to 24, Near Image Hospital, Vittalrao Nagar, Madhapur, Hyderabad 500081, Andhra Pradesh India. 8. Ministry of Corporate Affairs (MCA), Government of India, recently issued Circulars allowing companies to send official documents i.e. Annual Report, Notice of AGM etc., to their Shareholders through email as part of its green initiatives in corporate governance. 9. Recognizing the spirit of the Circulars issued by the MCA, your Company henceforth proposes to send the official documents like Notice convening the General Meetings, Financial Statements, Directors Report, Auditors Report etc. to the email address as provided by you with the Depositories. 10. We request you to update your email address with your depository participant to ensure that the Annual Report and other documents reach you on your preferred email. 3

ANNEXURE TO THE NOTICE Explanatory statement pursuant to Section 173 (2) of the Companies Act, 1956 Item No. 5 Approval of the remuneration payable to Mr. M. Ramachandra Rao (M. R. Rao) as the Managing Director and Chief Executive Officer of the Company The Members of the Company at the Eighth Annual General Meeting held on July 20, 2011 vide Ordinary Resolution approved the appointment and payment of remuneration to Mr. M. Ramachandra Rao as the Managing Director and Chief Executive Officer of the Company for a period of three years w.e.f. October 4, 2010 as follows: 1. Fixed remuneration - Rs. 123.30 lakh p.a. 2. Car lease - Rs. 2.70 lakh p.a. 3. Other benefits - Rs. 0.02 lakh p.a. (i.e. Health, Accidental & Life Insurance). In addition to the above, Mr. Rao will also be eligible to participate in the Company s variable compensation plan; wherein his target variable pay will be Rs. 54.00 lakh p.a. This payout will be determined by the Board of Directors based on his performance/ achievements. Subsequently, the Company reported losses in the Financial Year 2012, primarily as a result of the regulatory changes in the State of Andhra Pradesh and the operations of Micro Finance Institutions in Andhra Pradesh, including our Company were adversely affected. The Ministry of Corporate Affairs vide General Circular No. 46/2011 dated July 14, 2011 has amended the provision of Schedule XIII of Companies Act, 1956 ( the Act ) pursuant to which, no approval of Central Government will be required by the listed companies and their subsidiary companies, which are not having profits or having inadequate profits for payment of remunerations exceeding Rs. 4 lakh p.m., if the managerial person:- a) is not having any direct or indirect interest in the capital of the company or its holding company or through any other statutory structures at any time during last two years before or on the date of appointment; b) is having a graduate level qualification with expert and specialized knowledge in the field of his profession; and c) other general conditions specified in para (c) of Section II of Part II of Schedule XIII to the Act shall continue to be complied with. Hence, it is proposed to seek approval of the members of the Company vide a Special Resolution for payment of remuneration to Mr. Rao under para (c) of Section II of Part II of Schedule XIII to the Act. However, all other terms and conditions of the appointment will remain unchanged. The payment of remuneration will be subject to the provisions of Section 198, 269, 309, 310, 311 and in terms of Section II of Part II of Schedule XIII and other applicable provisions, if any, of the Act. This may be treated as an abstract of the terms and conditions governing the appointment and payment of remuneration to Mr. Rao pursuant to Section 302 of the Companies Act, 1956. The Board recommends the Special Resolution set forth in Item No. 5 of the Notice for approval of the Members. None of the Directors of the Company other than Mr. Rao is interested or concerned in the resolution. Disclosures as in terms of Clause 49 IV (G) (i) of the Listing Agreement and Schedule XIII of the Companies Act, 1956 are as follows: I. General Information: Nature of Industry - Microfinance offers poor people access to basic financial services such as loans, savings, money transfer services and micro insurance, according to the Consultative Group to Assist the Poor, or CGAP, an independent policy and research organization. The industry emerged to alleviate poverty on the premise that poor people, like everyone else, need a diverse range of financial services to run their business, build assets and reduce vulnerability to fluctuations in their income. Their needs for financial services have been traditionally met through a variety of financial relationships, mostly informal. Foreign investments - As on March 31, 2012, 66.9% of the paid up share capital was held by foreign investors. II. Information about the appointee: Background details - Mr. M. Ramachandra Rao has been the Managing Director and Chief Executive Officer of SKS Microfinance Limited with effect from October 4, 2010. Joining the Company as Chief Operating Officer (COO) on October 24, 2006, Mr. Rao was promoted as Deputy Chief Executive Officer with effect from September 7, 2010. 4

Past Remuneration - Prior to assuming the office of MD & CEO, Mr. Rao was Chief Operating Officer of the Company. Remuneration paid as COO was Rs. 117.35 Lakhs for 2009-10. Recognition or awards - Mr. Rao has played a pivotal role in the rapid growth of the Company with the client base from 2.02 lakh borrowers in five states to 73.07 lakh borrowers in 19 states in 2010, within five years of assuming office. During the said period, the number of branches increased from 80 to 2,379. Job profile and his suitability - Mr. Rao, is responsible for the day-to-day operations of the Company. He is a Post Graduate in Management Studies (specialization in marketing) from BITS Pilani and has 25 years of experience in retail financial services. Prior to joining the Company, Mr. Rao was associated with ING Vysya Life Insurance, American Express and Esanda Finanz & Leasing Ltd. Remuneration proposed The remuneration proposed to be may to Mr. Rao is as follows: 1. Fixed remuneration - Rs. 123.30 lakh p.a. 2. Car lease - Rs. 2.70 lakh p.a. 3. Other benefits - Rs. 0.02 lakh p.a. (i.e. Health, Accidental & Life Insurance). In addition to the above, Mr. Rao will also be eligible to participate in the Company s variable compensation plan; wherein his target variable pay will be Rs. 54.00 lakh p.a. This payout will be determined by the Board of Directors based on his performance/ achievements. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person - SKS Microfinance is the only listed microfinance Company on BSE and NSE. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any - Mr. Rao does not hold directorship in any other Company and does not have any pecuniary relationship directly or indirectly with the company, other than as disclosed above, or relationship with any other managerial personnel of the Company. III. Other information: Reasons of loss or inadequate profits - The Microfinance industry had its share of uncertainty with the Andhra Pradesh Government promulgating the Microfinance Institutions (Regulation of Money Lending), Ordinance 2010 in October 2010. Subsequently, to the regulatory changes in the Andhra Pradesh without being able to hold centre meetings in which the customers were usually required to repay their loans, MFIs were unable to recover their loans. Recovery rates that were as high as 99.0% plummeted to as low as 10.0%. There was no effective way by which the MFIs could enforce repayments and this became a major concern for the MFI sector in Andhra Pradesh. Steps taken or proposed to be taken for improvement - The Company s business strategy is to increase lending activity in states other than Andhra Pradesh to meet unmet demand-supply gap, diversification of revenue streams and cross selling of products / services; and optimize cost structure. Expected increase in productivity and profits in measurable terms - In July 2011, the Central Government released the Draft MFI Bill for public comment. The Draft MFI Bill was subsequently replaced by the MFI Bill 2012. The MFI Bill 2012, which was presented before the Indian Parliament on May 22, 2012, states that its provisions shall be effective notwithstanding anything inconsistent contained in any other law. If the MFI Bill 2012 is not enacted into law by the Indian Parliament, there exists the possibility of other Indian state governments enacting laws and regulations similar to the A.P.-MFI Ordinance or the A.P.-MFI Act to regulate MFI operations in their respective states. Once this happens, our operations may be subject to even greater regulatory uncertainty, which may affect our financial condition, results of operations, business and prospects. IV. Other Disclosures : He is member of following Statutory Committees of the Board of Directors of the Company: 1. Asset Liability Management/ Risk Management - Member 2. Shareholders / Investors Grievance Committee - Member Mr. Rao does not hold Chairmanship/ Committee Membership in any other Company. Shares/ ESOPs held in the Company 5

2,94,166 Equity Shares issued to Mr. Rao under SKS Microfinance Employees Share Purchase Scheme 2007. Details of Mr. Rao s Shares/ ESOPs are also included separately in the Corporate Governance Report. Item No. 6. Issue of Equity Shares on Preferential Basis: As members are aware, the Company is in the process of completing the Qualified Institutional Placement of Equity Shares in accordance with the approval accorded by the Shareholders through Postal Ballot on December 7, 2011. The Board of Directors of the Company (hereinafter the Board which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the power conferred by this Resolution), has received a binding offer from M/s. Kumaon Investment Holdings, a SEBI registered FII (a 100% subsidiary of M/s. WestBridge Ventures II, LLC, one of the promoters of the Company) (the Investor ) to subscribe to 44,50,000 equity shares of the Company of Rs. 10/- each at a premium of Rs. 65.40 per equity share for an aggregate issue size of Rs. 33.55 crore on preferential allotment basis, at such time or times on such terms and conditions and in such manner as may be decided by the Board in this connection. The Board has accepted this offer at its meeting held on July 12, 2012.The investment is subject to customary conditions including receipt of shareholders approval and signing a mutually agreeable share subscription agreement between the Company and the Investor and on the terms and conditions contained therein. The Issue Shares allotted to the Investor shall rank pari passu with all other equity shares of the Company in respect of all rights including dividends. Since the above proposal involves issue and allotment of Equity Shares on preferential basis to a promoter group entity in accordance with Chapter VII of SEBI ICDR Regulations, thereby increasing the paid up share capital of the Company, the approval of members under section 81(1A) of the Companies Act is required by means of Special Resolution. The Board has the necessary authority to issue, offer and allot Issue Shares to the Investor. It may be noted that in terms of Chapter VII of the SEBI ICDR Regulations, it is necessary to disclose the details of the Investor and certain other terms to the shareholders while seeking their approval for issuing equity shares on preferential basis. Hence, the requisite approval of the shareholder is being sought and terms of the provisions of the Companies Act, 1956, and the SEBI ICDR Regulations, the relevant disclosures/details of which are given below: a) The Object(s) of the Issue through prefe0rential offer: The Company has been examining various growth opportunities from time to time in line with its objective of expanding in Rural Financial Services sector. As a part of its Business Strategy, the Company intends to use the Net Proceeds to augment its capital base for its future capital requirements arising out of growth in its business. Company will issue the Shares, in cash, on preferential allotment basis to the above stated promoter group entity, so that the value of the total number of shares so issued at a price (including premium) determined in accordance with Chapter VII of SEB1 (ICDR) Regulations aggregates to not more than USD 6 million or Rs. 34 Crore (Rupees Rs. Thirty-four crore Only), whichever is higher. b) Type of security offered and the number of securities offered: The Company proposes to offer, issue and allot 44,50,000 equity shares of Rs. 10/- each at a premium of Rs. 65.40 per Equity Share aggregating to approximately Rs. 33.55 crore to the Investor on the terms and conditions determined by the Board. c) Information about the proposed Investor: M/s. Kumaon Investment Holdings incorporated in Mauritius in 2011 is a SEBI registered FII (an 100% subsidiary of WestBridge Ventures II, LLC, one of the promoters of the Company). d) Intention of Promoters / Directors / Key Management Persons to subscribe to the offer: None of the Directors / Promoters / Key Management Persons intends to subscribe to the offer, except as disclosed. e) Shareholding Pattern before and after the Issue: 6

Category Code Category of Shareholder Before Issue (As on July 13, 2012) Post Issue No. of Shares % of Shares No. of Shares % of Shares (A) PROMOTER AND PROMOTER GROUP (1) INDIAN (a) Individual /HUF 906,734 1.24 906,734 1.17 (b) Central Government/State Government(s) 0 0.00 0 0.00 (c) Bodies Corporate 0 0.00 0 0.00 (d) Financial Institutions / Banks 0 0.00 0 0.00 (e) Others-Trusts 8,354,649 11.40 8,354,649 10.75 Sub-Total A(1) : 9,261,383 12.64 9,261,383 11.92 (2) FOREIGN (a) Individuals (NRIs/Foreign Individuals) 0 0.00 0 0.00 (b) Bodies Corporate 18,300,878 24.98 22,750,878 29.28 (c) Institutions 0 0.00 0 0.00 (d) Others 0 0.00 0 0.00 Sub-Total A(2) : 18,300,878 24.98 22,750,878 29.28 Total Shareholding of Promoter & Promoter Group A=A(1)+A(2) 27,562,261 37.62 32,012,261 41.20 (B) PUBLIC SHAREHOLDING (1) INSTITUTIONS (a) Mutual Funds /UTI 1,889,665 2.58 1,889,665 2.43 (b) Financial Institutions /Banks 1,807,461 2.47 1,807,461 2.33 (c) Central Government / State Government(s) 0 0.00 0 0.00 (d) Venture Capital Funds 0 0.00 0 0.00 (e) Insurance Companies 1,666,666 2.27 1,666,666 2.14 (f) Foreign Institutional Investors 5,688,209 7.76 5,688,209 7.32 (g) Foreign Venture Capital Investors 0 0.00 0 0.00 (h) Qualified Foreign Investor 0 0.00 0 0.00 (i) Others 0 0.00 0 0.00 Sub-Total B(1) : 11,052,001 15.08 11,052,001 14.22 (2) NON-INSTITUTIONS (a) Bodies Corporate 5,298,287 7.23 5,298,287 6.82 (b) Individuals 7,531,928 10.29 7,531,928 9.68 (c) Others Trusts 343,855 0.47 343,855 0.44 Non Resident Indians 4,420,965 6.03 4,420,965 5.69 Resident Directors 309,566 0.42 309,566 0.40 Non Resident Directors 8,080 0.01 8,080 0.01 Foreign Bodies 16,040,494 21.89 16,040,494 20.64 Clearing Members 696,192 0.96 696,192 0.90 Sub-Total B(2) : 34,649,367 47.30 34,649,367 44.58 Total Public Shareholding B=B(1)+B(2) : 45,701,368 62.36 45,701,368 58.80 Total (A+B) : 73,263,629 100.00 77,713,629 100.00 (C) Shares held by custodians, against which 0 0 0 0 GRAND TOTAL (A+B+C) : 73,263,629 100.00 77,713,629 100.00 f) Proposed time within which the allotment shall be completed: The Issue Shares shall be allotted within a period of 15 days from the later of: i. The date of passing of the resolution; or ii. Receipt of approvals of the National Stock Exchange of India Limited and / or the BSE Limited or any Statutory / Regulatory / any other authorities for such allotment. g) Identity of the proposed allottees and the percentage of post preferential issue capital that may be held by them and the change in control, if any, consequent to the preferential allotment: 7

Identity of the proposed allottees Category Pre-Issue Shareholding Allotment Post Issue (after allotment of Equity Shares) No. of shares % No. of shares* No. of shares % M/s. Kumaon Investment Holdings, a SEBI registered FII (a 100% subsidiary of WestBridge Ventures II, LLC) Promoter Group There will be no change in control of the Company consequent to the preferential issue. h) Important terms and conditions: Nil 0.00% 44,50,000 44,50,000 0.046% i) The total subscription amount, payable by the Investor, shall be payable at the time of allotment of the Issue Shares. ii) The allotment of Issue Shares are subject to the Investor not having sold any Equity Shares during the six months preceding the Relevant Date (defined below) and the Investor not acquiring or selling any Equity Share until completion of the allotment of the Issue Shares under the proposed preferential issue. iii) Under the SEBI ICDR Regulations, the issue of Equity Shares on a preferential basis shall be made at a price not be lower than the average of the weekly high and low of the closing prices of the shares quoted on a stock exchange during the two weeks preceding the relevant date. iv) The Relevant date for the purpose of pricing of the Equity Shares shall be July 11, 2012 being the date which is 30 days prior to the date of the date of the AGM i.e., August 10, 2012 i) Auditors' Certificate: Since the price at which the Issue Shares would be issued to the Investor cannot be exactly determined before issue of this notice to the shareholders since it depends on the average of the market prices prevailing in the preceding two weeks of the relevant date as per the formula provided under SEBI ICDR Regulations, the Auditors' certificate as required under Regulation 73(2) SEBI (ICDR) Regulations will be available for inspection at the Registered office of the Company between 11:00 am and 1:00 pm on any working day except Saturday and public holidays from the Relevant Date (i.e. July 11, 2012 ) upto the last date of AGM (i.e. August 10, 2012) and shall also be available at the venue of AGM. j) Lock in Period: The proposed allotment shall be subject to lock in for a period as prescribed under SEBI (ICDR) Regulations. The Special Resolution, if passed, will have the effect of allowing the Board to issue and allot Issue Shares to the investor who may or may not be an existing shareholder of the Company. Your Directors recommend the resolution for your approval as a Special Resolution. None of the directors of the Company, except Mr. Sumir Chadha is in any way concerned or interested in the said resolution. Registered Office: By Order of the Board of Directors 3 rd Floor, My Home Tycoon, For SKS Microfinance Limited Black A, 6-3-1192, Kundanbagh Begumpet, Hyderabad, 500016. SD/- Andhra Pradesh, India Sudershan Pallap Company Secretary 8

Additional information on Directors seeking re-appointment Mr. P. H. Ravikumar : Brief profile and expertise P.H. Ravikumar is a commercial banker with over 39 years of experience in the financial services sector. He was part of the core team which set up and built ICICI Bank Limited from inception. In banking, his experience spans the areas of retail, corporate and treasury banking in India and abroad. At ICICI Bank, his responsibilities included business strategy as also risk management and he helped this unit become an industry leader in a short span of time. As the Head of SME & Agri Business in the merged ICICI Bank, his role included building and growing the bank s portfolio in these sectors both on liabilities as well as on assets side, apart from services to these sectors. In its first full year of functioning, the bank emerged as the second largest lender to the agri business sector in India, with disbursements of over Rs. 200 crore (USD 42 million). He was also the founder Managing Director and CEO of National Commodities & Derivatives Exchange Ltd. He and his team conceptualized and set up the Exchange. Mr. Ravikumar is a Commerce graduate with professional qualifications as an associate of Indian Institute of Bankers and the Chartered Institute of Bankers London. He is also a Fellow of Securities Investments Institute, London. He has been a member of the Board since March 22, 2006. Mr. Ravikumar holds Directorship in the following Companies (other than SKS Microfinance): 1. Fedbank Financial Services Limited. 2. Eveready Industries India Limited. 3. Bharat Forge Limited. 4. BOB Capital Markets Limited. 5. SICOM Investments & Finance Limited. 6. Mcnally Bharat Engineering Company Limited. 7. Invent Assets Securitisation & Reconstruction Private Limited. 8. Aditya Birla Capital Advisors Private Limited. 9. Plexus Capital Ventures Private Limited. 10. Sastha Bio Fuels Private Limited. He is a member of the following statutory Committees of the Board of Directors of the Company: 1. Audit Committee - Chairman 2. Asset Liability Management/ Risk Management - Member Mr. P.H. Ravikumar holds Committee Chairmanship / Committee Membership in the following Companies: 1. Fedbank Financial Services Limited (Audit Committee* and Nomination Committee); 2. Eveready Industries India Limited (Audit Committee* and Compensation Committee); 3. Bharat Forge Limited (Audit Committee); 4. BOB Capital Markets Limited (Audit Committee); 5. Aditya Birla Capital Advisors Private Limited (Audit Committee) * Chairman for the said Committee Shares/ ESOPs held in the Company 1. 15,400 Equity Shares acquired by virtue of exercise of options. 2. 114,500 stock options granted under SKS Microfinance Employees Stock Option Plan 2008 (Independent Directors) and SKS Microfinance Employees Stock Option Plan 2010. Details of Mr. Ravikumar s shares/ ESOPs are also included separately in the Corporate Governance Report. Mr. Paresh Patel: Brief profile and expertise Mr. Paresh Patel is a non-executive Director of the Company. He holds a degree in Master of Business Administration from Harvard Business School and a Bachelors Degree in Arts from Boston College. He is currently the Managing Director of Sandstone Capital Advisors Private Limited. Previously, he was the Managing Director of Sparta Group, a private investment company. He has been on the Board since November 10, 2008. 9

Mr. Paresh holds Directorship in the following Companies (other than SKS Microfinance): 1. Sandstone Capital Advisors Private Limited He is a member of the following statutory Committees of the Board of Directors of the Company: 1. Audit Committee - Member 2. Asset Liability Management / Risk Management - Chairman Mr. Paresh does not hold Chairmanship / Committee Membership in any other Indian Company. Shares/ ESOPs held in the Company Mr. Paresh Patel does not hold any Shares/ESOPs in the Company. Disclosure in terms of 49 (IV) (G) (ia) of the Listing Agreement There are no inter-se relationships between the Board Members. 10