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(Netherlands) BV Bharti Airtel Limited OFFERING MEMORANDUM STRICTLY CONFIDENTIAL Bharti Airtel International (Netherlands) B.V. (Incorporated with limited liability in the Netherlands) €750,000,000 4.00 per cent. Guaranteed Notes due 2018 unconditionally and irrevocably guaranteed by Bharti Airtel Limited (Incorporated with limited liability in the Republic of India under the Indian Companies Act, 1956) Issue Price: 99.756 per cent. The €750,000,000 4.00 per cent. Guaranteed Notes due 2018 (the “Notes”) will be the unsecured and unsubordinated obligations of Bharti Airtel International (Netherlands) B.V. (the “Issuer”) and will be unconditionally and irrevocably guaranteed on an unsecured and unsubordinated basis (the “Guarantee”) by Bharti Airtel Limited (the “Company” or the “Guarantor”), provided that, at all times, the Guarantee shall be in respect of an amount not exceeding 200 per cent. of the initial aggregate principal amount of the Notes being €1,500 million (the “Guaranteed Amount”). The Guaranteed Amount will be reduced by any amounts paid by the Guarantor under the Guarantee from time to time. See Condition 4.3 of the “Terms and Conditions of the Notes”. The Notes will bear interest at a rate of 4.00 per cent. per annum. Interest will be paid on the Notes annually in arrear on 10 December of each year, beginning on 10 December 2014. Unless previously repurchased, cancelled or redeemed, the Notes will mature on 10 December 2018. The Notes will be unsecured and unsubordinated obligations of the Issuer, will rank pari passu with all of the Issuer’s other existing and future unsecured and unsubordinated obligations. The Guarantee will be an unsecured and unsubordinated obligation of the Guarantor and will rank pari passu with the Guarantor’s other existing and future unsecured obligations. The Issuer will have the option to redeem all but not some only of the Notes at any time at 100 per cent. of their principal amount plus accrued interest and the Applicable Premium set forth in this offering memorandum (“Offering Memorandum”). The Issuer may also redeem the Notes at any time at 100 per cent. of their principal amount in the event of certain changes in taxation. For a more detailed description of the Notes and the Guarantee, see “Terms and Conditions of the Notes” beginning on page 69. The Notes have been rated Baa3 by Moody’s Investor Service (“Moody’s”) and BBB- by Fitch Rating Ltd (“Fitch”). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the rating organisation. Investing in the Notes involves certain risks. You should read “Risk Factors” beginning on page 31 before investing in the Notes. The Notes and the Guarantee have not been and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. Accordingly, the Notes and the Guarantee are being offered and sold only to persons outside the United States in compliance with Regulation S under the Securities Act (“Regulation S”). See “Subscription and Sale”. Application will be made for the trading of the Notes on the Freiverkehr (Open Market) of the Frankfurter Wertpapierbörse (Frankfurt Stock Exchange) (the “FWB”). Such approval will be granted when the Notes have been admitted to trading of the FWB. The Open Market is not a regulated market for purposes of EU Directive 2004/39/EC (MiFID). The FWB assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained in this Offering Memorandum. Currently there is no public market for the Notes. The Notes will initially be represented by a global certificate (the “Global Certificate”) which will be registered in the name of a nominee of, and deposited with a common depositary for, Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and Euroclear Bank SA/NV (“Euroclear”) on or about 10 December 2013. Except as described herein, definitive certificates (“Definitive Certificates”) evidencing holdings of Notes will not be issued in exchange for interests in the Global Certificate. See “The Global Certificate”. Joint Lead Managers and Joint Bookrunners Barclays BNP PARIBAS Deutsche Bank J.P. Morgan Standard UBS Chartered Bank Investment Bank The date of this Offering Memorandum is 3 December 2013. NOTICE TO INVESTORS The Issuer and the Guarantor, having made all reasonable enquiries, confirm that this Offering Memorandum contains all material information with respect to the Issuer and the Guarantor and the Notes (including all information which, according to the particular nature of the Issuer, the Guarantor and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the Guarantor and of the rights attaching to the Notes and the Guarantee), that the information contained or incorporated in this Offering Memorandum is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering Memorandum are honestly held and that there are no other facts the omission of which would make this Offering Memorandum or any of such information or the expression of any such opinions or intentions misleading. The Issuer and the Guarantor accept responsibility accordingly. Neither the Joint Lead Managers (as described under “Subscription and Sale”, below), the Trustee nor the Principal Paying Agent, the Transfer Agent and the Registrar (together, the “Agents”) have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers, the Trustee or the Agents as to the accuracy or completeness of the information contained or incorporated in this Offering Memorandum or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes. Neither the Joint Lead Manager, the Trustee nor the Agents accepts any liability in relation to the information contained or incorporated by reference in this Offering Memorandum or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution. To the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee or the Agents accepts any responsibility for the contents of this Offering Memorandum or for any other statement, made or purported to be made by the Joint Lead Managers, the Trustee or the Agents or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of the Notes. The Joint Lead Managers, the Trustee and each Agent accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering Memorandum or any such statement. No person is or has been authorised by the Issuer, the Guarantor, the Trustee or the Agents to give any information or to make any representation not contained in or not consistent with this Offering Memorandum or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, any of the Joint Lead Managers, the Trustee or the Agents. Neither this Offering Memorandum nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor, any of the Joint Lead Managers, the Trustee or the Agents that any recipient of this Offering Memorandum or any other information supplied in connection with the offering of the Notes should purchase the Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantor. Neither this Offering Memorandum nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer, the Guarantor, any of the Joint Lead Managers, the Trustee or the Agents to any person to subscribe for or to purchase any Notes. i Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers, the Trustee and the Agents expressly do not undertake to review the financial condition, results of operations or affairs of the Issuer or the Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Memorandum and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantor, the Joint Lead Managers, the Trustee and the Agents do not represent that this Offering Memorandum may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering.
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