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2 3 4 5 6 7 8 NOTICE NOTICE is hereby given that the Sixth Annual General Meeting of the Members of the Firstsource Solutions Limited will be held on Tuesday, August 14, 2007 at 4.00 p.m. at Ravindra Natya Mandir, Sayani Road, Prabhadevi, Mumbai 400 025, to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt the audited Balance Sheet as at March 31, 2007, Profit and Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon. 2. To re-appoint Mr. Shailesh J Mehta as a Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment. 3. To re-appoint Mrs. Shikha Sharma as a Director of the Company, who retires by rotation and being eligible, offers herself for re- appointment. 4. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT M/s. BSR & Co., Chartered Accountants, be and are hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting (AGM), on a remuneration to be fixed by the Board of Directors (which term shall include any committee of the Board) of the Company.” SPECIAL BUSINESS 5. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Y. H. Malegam, who was appointed as an Additional Director pursuant to Section 260 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company, subject to retirement by rotation, in accordance with the provisions of Section 257 and other applicable provisions, if any, of the Companies Act, 1956 and the Articles of Association of the Company.” 6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mrs. Lalita D. Gupte, who was appointed as an Additional Director pursuant to Section 260 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company, subject to retirement by rotation, in accordance with the provisions of Section 257 and other applicable provisions, if any, of the Companies Act, 1956 and the Articles of Association of the Company.” 7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 311, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the Central Government, if required, approval of the Company be and is hereby accorded to the terms of remuneration of Mr. Ananda Mukerji, Managing Director and Chief Executive Officer of the Company for a period of 5 years, effective from April 1, 2007 as set out in the Explanatory Statement annexed hereto. RESOLVED FURTHER THAT the aggregate amount of remuneration payable to Mr. Ananda Mukerji in a particular financial year will be subject to the ceiling limit laid down in Schedule XIII to the Companies Act, 1956. RESOLVED FURTHER THAT the Board of Directors of the Company including any Committee thereof be and are hereby authorized to increase/ alter/ modify/ vary the terms of remuneration of Mr. Ananda Mukerji within the ceiling limit laid down in Schedule XIII to the Companies Act, 1956.” 8. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Raju Venkatraman,who was appointed as an Additional Director pursuant to Section 260 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company in accordance with the provisions of Section 257 and other applicable provisions, if any, of the Companies Act, 1956 and the Articles of Association of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Sections 198, 269, 309, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, and subject to approval of Central Government, if required, approval of the Company be and is hereby accorded to the appointment of Mr. Raju Venkatraman, as Joint Managing Director and Chief Operating Officer for a period of five years w.e.f April 26, 2007 on a remuneration and on terms and conditions as set out in the Explanatory Statement annexed hereto. RESOLVED FURTHER THAT the aggregate amount of remuneration payable to Mr. Raju Venkatraman in a particular financial year will be subject to the ceiling limit laid down in Schedule XIII to the Companies Act, 1956. RESOLVED FURTHER THAT the Board of Directors of the Company including any Committee thereof be and are hereby authorized to increase/ alter/ modify/ vary the terms of remuneration of Mr. Raju Venkatraman within the ceiling limit laid down in Schedule XIII to the Companies Act, 1956.” 9 FIRSTSOURCE SOLUTIONS LIMITED (formerly known as ICICI OneSource Limited) 9. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT the draft Articles of Association of the Company, a copy of which is placed before this meeting, duly initialed by the Chairman, be and are hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all the existing Articles.” 10. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution: “RESOLVED THAT in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘SEBI Guidelines’) including any statutory modifications or re-enactment thereof for the time being in force, consent of the Shareholders be and is hereby accorded to the Board of Directors of the Company for ratification of Employee Stock Option Schemes of the Company in force prior to the Initial Public Offer viz. ICICI OneSource Employee Stock Option Scheme, 2002 and ICICI OneSource Employee Stock Option Scheme, 2003. RESOLVED FURTHER THAT consent of the shareholders be and is hereby accorded for changing the name of ICICI OneSource Employee Stock Option Scheme, 2002 to Firstsource Solutions Employee Stock Option Scheme, 2002 (“ESOS 2002”) and ICICI OneSource Employee Stock Option Scheme, 2003 to Firstsource Solutions Employee Stock Option Scheme, 2003 (“ESOS 2003”) and for amending the said schemes. RESOLVED FURTHER THAT consent of the Shareholders be and is hereby accorded for ratification of 24,20,000 Options granted on February 19, 2007 and 1,10,000 Options granted on April 26, 2007 to the employees, by the Compensation cum Board Governance Committee of the Board of Directors under ESOS 2003. RESOLVED FURTHER THAT consent of the Shareholders be and is hereby accorded for ratification of the decision taken by the Board of Directors of the Company at their meeting held on November 20, 2006 to increase the Stock Option pool under Company’s Employees Stock Option Schemes by 81,82,000 options i.e. from the then existing pool of 4,81,59,517 Stock Options to 5,63,41,517 Stock Options (net of stock options cancelled /lapsed and forfeited). RESOLVED FURTHER THAT the Board be and hereby authorized to re-issue the Stock Options which are cancelled/lapsed/forfeited under any of the Employee Stock Option Schemes of the Company. RESOLVED FURTHER THAT in accordance with the provisions of Section 81 and all other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) and SEBI Guidelines or any statutory modification(s) or re-enactment of the Act or the Guidelines, the provisions of any other applicable laws and regulations, the Articles of Association of the Company and Listing Agreements entered into by the Company with the Stock Exchanges where the securities of the Company are listed and subject to any applicable approval(s), permission(s) and sanction(s) of any authorities and subject to any condition(s) and modification(s) as may be prescribed or imposed by such authorities while granting such approval(s), permission(s) and sanction(s) and which may be agreed to and accepted by the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall include any Committee of the Board), consent of the Company be and is hereby accorded to the Board of Directors of the Company to create, offer, issue, allot equity shares and/or equity linked instruments which could give rise to the issue of equity shares (hereinafter referred to collectively as “the Securities”) under ESOS 2002 and ESOS 2003 to such permanent employees of the Company whether working in India or out of India and Directors of the Company whether Wholetime Directors or otherwise (hereinafter referred to collectively as the “Employees”) within 12% (twelve percent) of the issued Equity Share capital of the Company on fully diluted basis i.e upto 5,63,41,517 shares including equity shares allotted/to be allotted under the said schemes at such price, in one or more tranches and on such terms and conditions as may be fixed or determined by the Board in accordance with the SEBI Guidelines or other provisions of the law or guidelines issued by the relevant authority or as may be prevailing at that time. RESOLVED FURTHER THAT Stock Options to be granted to the Non-Executive Directors of the Company including Independent Directors shall not exceed 0.25% of the paid up equity share capital in a financial year and 0.50% of the paid up equity share capital in aggregate.