Notice of EGM-Signed

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NOTICE IS HEREBY GIVEN THAT THE EXTRAORDINARY GENERAL MEETING (SERIAL NO.: 1/2021-22) OF THE MEMBERS OF ANVITI INSURANCE BROKERS PRIVATE LIMITED WILL BE HELD ON 23rd May, 2021, AT 5 P.M. THROUGH VIDEO CONFERENCING (“VC”) TO TRANSACT THE FOLLOWING BUSINESS:

Special Business:

1. To approve change in name of the Company and consequent amendment in Memorandum and Articles of Association 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 the provisions of section 13(2), section 14 and other applicable provisions of the Companies Act, 2013 read with relevant rules made thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force) and subject to the approval of the Registrar of Companies, consent of the shareholders be and is hereby accorded to change the name of the Company from ‘Anviti Insurance Brokers Private Limited’ to ‘Aon India Insurance Brokers Private Limited’ and consequently the Memorandum of Association of the Company be and is hereby altered by substituting the following Clause for existing Clause 1 thereof:.

“The name of the Company is Aon India Insurance Brokers Private Limited.”

RESOLVED FURTHER THAT the name “Anviti Insurance Brokers Private Limited” wherever appearing in Memorandum and Articles of Association and other documents and papers of the Company be substituted by the name “Aon India Insurance Brokers Private Limited” upon approval of the same by the Registrar of Companies.

RESOLVED FURTHER THAT Directors, Chief Executive Officer, Chief Compliance Officer & General Counsel, be and are hereby severally and/or jointly be authorised to do all such acts and deeds as may be required to give effect to the resolution, including signing, verifying, executing and filing all necessary forms, agreements and documents with any Governmental authority including but not limited to, the Insurance Regulatory and Development Authority of India, the Registrar of Companies/Ministry of Corporate Affairs.

2. To regularize the appointment of Sandeep Malik as Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: RESOLVED THAT Sandeep Malik (DIN: 03103284), who was appointed as Additional

Director of the Company, by the Board of Directors at its meeting held on February 19, 2021, as per the provisions of section 161(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof) and the Articles of Association of the Company, to hold office until the next Annual General Meeting of the Company, be and is hereby appointed as Director with immediate effect.

RESOLVED FURTHER THAT Directors, Principal Officer and the Chief Compliance Officer of the Company be and are hereby jointly/severally authorised to do all such acts and deeds as may be required to give effect to the resolution, including signing, verifying, executing and filing all necessary forms, agreements and documents with any Governmental authority including but not limited to, the Insurance Regulatory and Development Authority of India, Registrar of Companies/Ministry of Corporate Affairs.

3. To regularize the appointment of Sheetal Karthik Bhat as Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:

RESOLVED THAT Sheetal Karthik Bhat (DIN: 07218528), who was appointed as Additional Director of the Company, by the Board of Directors at its meeting held on February 19, 2021, as per the provisions of section 161(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof) and the Articles of Association of the Company, to hold office until the next Annual General Meeting of the Company, be and is hereby appointed as Director with immediate effect.

4. To regularize the appointment of Amit Ranade as Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:

RESOLVED THAT Amit Ranade (DIN: 08987859), who was appointed as Additional Director of the Company, by the Board of Directors at its meeting held on February 19, 2021, as per

the provisions of section 161(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof) and the Articles of Association of the Company, to hold office until the next Annual General Meeting of the Company, be and is hereby appointed as Director with immediate effect.

By Order of the Board of Directors For Anviti Insurance Brokers Private Limited

______Mukund R.S Chief Compliance Officer & General Counsel Authorized Signatory

Date: 22nd May 2021 Place: Bengaluru

NOTES:

1. The deemed venue for the Extraordinary General Meeting (“EGM”) shall be the Registered Office of the Company situated at Unit 102, 1st Floor, The Estate, #121, Dickenson Road, Bengaluru-560042, Karnataka, India.

2. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, in respect of the business set out above, is annexed hereto.

3. A member entitled to attend and vote at the EGM is entitled to appoint another person as a proxy to attend and vote at the meeting instead of himself and such proxy need not be a member of the company. Pursuant to the MCA circulars, provision for appointment of proxy by the members are not available for the EGM held through VC. Accordingly, the facility for appointment of proxy for this EGM has not been provided to the members and the proxy form is not annexed to this notice.

4. Members attending the EGM through VC shall only be counted for the purpose of quorum under Section 103 of the Act and the attendance of the members shall be reckoned accordingly. No separate attendance form is being enclosed with the notice.

5. The facility for joining the EGM will be opened 15 minutes before and will be open up to 15 minutes after the scheduled start time of the EGM, i.e., from [•] A.M./P.M. to [•] A.M./P.M.

6. The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which Directors are interested maintained under section 189 of the Companies Act, 2013 will be available electronically for inspection by the members during the EGM. Members seeking to inspect such documents can send an email to [email protected].

7. Since the meeting will be conducted through VC facility, the route-map is not annexed to this Notice.

8. EGM has been convened through VC in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

As required by Section 102(1) of the Companies Act, 2013 the following statements sets out all the material facts relating to the Special business under Item No. 1 mentioned in the accompanying Notice and should be taken as forming part of it.

ITEM NO.1

To approve change in name of the Company and consequent amendment in Memorandum and Articles of Association of the Company:

Pursuant to clause 4.5.4 of the Amended and Restated Initial Call and Put Option Agreement dated January 29, 2020, executed by and among Aon Holdings B.V (“Aon”), Catamaran Ventures LLP (“CV LLP”) and the Company and as agreed between Aon and CV LLP, it is proposed to change the name of the Company from ‘Anviti Insurance Brokers Private Limited’ to ‘Aon India Insurance Brokers Private Limited’. Accordingly, an application was filed with the Insurance Regulatory and Development Authority of India (“Authority”) seeking its no objection for the proposed change in name of the Company and the Authority has accorded its no objection vide its letter dated May 05, 2021. Further an application was filed with the Ministry of Corporate Affairs for reservation of the name ‘Aon India Insurance Brokers Private Limited’ and the same was approved on 21st May 2021.

Furthermore, the Board of Directors of the Company vide its resolution passed on 22nd May 2021, have, subject to the approval of the Shareholders of the Company by way of special resolution and approvals of statutory, regulatory or governmental authorities as may be required under applicable laws, approved the said change in name of the Company.

The Directors recommend the resolution at item no. 1 of the accompanying notice for the approval of the members of the Company by way of special resolution.

None of the directors, key managerial personnel, or their relatives are concerned or interested in the aforesaid resolution.

ITEM NO.2, 3 and 4:

To regularize the appointment of Sandeep Malik, Sheetal Karthik Bhat, Amit Ranade, as Director of the Company:

Sandeep Malik, Sheetal Karthik Bhat, Amit Ranade, were appointed as Additional Directors of the Company with effect from February 19, 2021, in accordance with the provisions of Section 161 of the Companies Act, 2013, read with the Articles of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013, the above Directors hold office up to the date of the next Annual General Meeting of the Company.

Further, the aforesaid Directors are not disqualified from being appointed as Director in terms of Section 164 of Companies Act, 2013 and have given their consent to act as Director of the Company.

Accordingly, it is proposed to regularize the appointment of Sandeep Malik, Sheetal Karthik Bhat, Amit Ranade, as Directors of the Company.

The Directors recommend the resolution at item no. 2, 3 and 4 of the accompanying notice for the approval of the members of the Company by way of ordinary resolution.

None of the directors, key managerial personnel, or their relatives, except Sandeep Malik, Sheetal Karthik Bhat, Amit Ranade, are concerned or interested in the aforesaid resolution.

By Order of the Board of Directors For Anviti Insurance Brokers Private Limited

______Mukund R.S Chief Compliance Officer & General Counsel Authorized Signatory

Date : 22nd May 2021 Place: Bengaluru