SBI General Insurance Company Ltd. - CIN :U66000MH2009PLC190546 Corporate & Registered Office : "Natraj" 301, Junction of Western Express Highway& Andheri-Kurla Rood, Andheri (East), Mumbai - 400 069 Tel:022 4241 2003 Website : www.sbigeneral.in
NOTICE
NOTICE IS HEREBY GIVEN THAT AN EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF SBI GENERAL INSURANCE COMPANY LIMITED (“COMPANY”) WILL BE HELD ON FRIDAY, MAY 8, 2020 AT 2.00 PM AT STATE BANK BHAVAN, CORPORATE CENTER, MADAME CAMA ROAD, NARIMAN POINT, MUMBAI – 400021 AT SHORTER NOTICE BYAUDIO VISUAL MEANS
SPECIAL BUSINESS
1. To consider and, if thought fit, to pass with or without modification, the following resolution as a special resolution:
“RESOLVED THAT pursuant to provisions of Section 13 and all other applicable provisions of Companies Act, 2013, rules made and circulars and notifications issued thereunder (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the memorandum of association of the Company (“Memorandum”) be and is hereby amended as follows:
(i) Clause V(a)(ii) of the Memorandum be deleted in its entirety;
(ii) Clause V(a)(iii) of the Memorandum be deleted and substituted with the following:
“The paid up capital of the Company as on May 8, 2020 is Rupees 215,50,00,000 out of which Rupees 150,85,00,000 has been subscribed to by the State Bank of India (directly and through its nominees), Rupees 34,50,15,500 has been subscribed to by Napean Opportunities LLP, Rupees 21,52,84,500 has been subscribed to by Honey Wheat Investment Ltd, Rupees 5,06,00,000 has been subscribed to by PI Opportunities Fund – I and Rupees 3,56,00,000 has been subscribed to by Axis New Opportunities AIF – I.”; and
(iii) Clause V(a)(iv) of the Memorandum be deleted in its entirety.
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and the revised memorandum set out at Annexure A be and is hereby adopted as the Memorandum.
RESOLVED FURTHER THAT the board of directors of the Company and Mr. Mahendra Tripathi, Head Compliance, Legal & Company Secretary be and are hereby jointly and severally authorised to take all such steps and actions for the purposes of making all such filings and registrations as may be required in relation to the aforesaid amendment to the Memorandum and further to do all such acts, deeds, matters and things as may be deemed necessary, incidental or ancillary to give effect to this resolution and the aforesaid resolution, including filing any necessary forms with the registrar of companies and to provide a certified copy of the above resolution to any person, as may be required.”
2. To consider and, if thought fit, to pass with or without modification, the following resolution as a special resolution:
“RESOLVED THAT pursuant to provisions of Section 5, Section 14 and all other applicable provisions of Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 and the circulars and notifications thereunder (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the articles of association of the Company (“Articles”) be and is hereby amended and restated as follows:
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Page 2 of 85 # Original Article Revised Article Rationale 1. “Affiliate(s)” “Affiliate(s)” Definition of (Article 3.1) (Article 3.1) “Affiliate(s)” in the Articles has been aligned “Affiliate(s)” shall, with respect to any Party, mean “Affiliate(s)”, with respect to each of the with that of the any other Person; Shareholders and the Company, means any other Shareholders Agreement Person; dated March 27, 2020 (a) one hundred per cent (100%) of the shares or other executed between State equity interests of which are held, directly or indirectly,(i) one hundred percent of the shares or other equity Bank of India, Axis New by the respective Party; or one hundred per cent (100%) interests of which are held, directly or indirectly, by the Opportunities AIF-I, PI of the shares or other equity interests of the respective respective Shareholder or the Company; or one Opportunities Fund-I, Party are held, directly or indirectly, by such other hundred percent of the shares or other equity interests Napean, HWIL and the Person; of the respective Shareholder or the Company are held, Company (“Closing OR directly or indirectly, by such other Person; or SHA”). (i) in case of a listed entity, at least fifty percent plus one (b) in case of a listed entity, at least fifty per cent plus one of the equity shares or other equity interests of which of the equity shares or other equity interests of which are are held by the respective Shareholder or the Company held by the respective Party and; and;
i) no third party shareholder in such Person who (a) is a no third party shareholder in such Person who is a Competitor has any right to appoint Director(s) on the Competitor has any right to appoint Director(s) on the Board; Board; and
ii) majority control over the management or policy(b) majority control over the management or policy decisions of such Person is held by the Party including decisions of such Person is held by the Shareholder or the right to decide, direct or influence the manner in the Company including the right to decide, direct or which: influence the manner in which: 1. the Directors on the Board are to vote; 1. the Directors on the Board are to vote; 2. the voting rights attached to Shares are to be exercised.2. the voting rights attached to Shares are to be and exercised; and
iii) the respective Party has and will continue to have(c) the respective Shareholder or the Company has and will unfettered control over the shares of the Company and continue to have unfettered control over the shares of voting rights attached to the Shares of the Company. the Company and voting rights attached to the Shares of the Company, It is clarified that for the purposes of this definition, the terms “Party” and “respective Party” shall mean SBI, IAG Provided that, with respect to Napean, “Affiliate” Shareholder or IAGL means an entity directly or indirectly Controlled by (i) EGM Notice / SBI General/May 8, 2020
Page 3 of 85 the Azim Premji Trust; and/or (ii) Mr. Azim Premji and/or his heirs / successors;
Provided further that, with respect to HWIL, “Affiliate” means Warburg Pincus LLC and/or any Person directly or indirectly Controlled by any of Warburg Pincus LLC, Warburg Pincus & Co., Warburg Pincus (Bermuda) Private Equity GP Ltd. and Warburg Pincus & Company US, LLC, and in each case excluding any portfolio companies of any investment funds Controlled by such foregoing Persons;
Provided further that, with respect to Axis, “Affiliate” shall be deemed to include without limitation, any fund, collective investment scheme, trust, partnership (including, without limitation, any co-investment partnership), special purpose vehicle or any subsidiary of any of the foregoing, which is managed and/or advised by the manager of Axis, whether on the date of this Agreement or in the future. It is further clarified that the term Affiliate in respect of Axis shall not include any investee company of the funds managed, advised or administered by the manager of Axis.
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# Original Article Revised Article Rationale 2. N/A “Axis” Definition of “Axis” in the (Article 3.1) Articles has been inserted to align with provisions of “Axis” means Axis New Opportunities AIF – I, a the Closing SHA. scheme of Axis Alternative Investment Fund – Category II, an Alternative Investment Fund registered with the SEBI, acting through its investment manager, Axis Asset Management Company Limited, a public limited company incorporated under the Act and having its registered office at Axis House, First Floor, C-2, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai - 400 025.
3. N/A “Certificate of Registration” Definition of “Certificate (Article 3.1) of Registration” has been inserted to align with the “Certificate of Registration” means the certificate of definition of Certificate of registration granted to the Company by the IRDAI Registration in the under the Insurance Act and regulations thereunder. definition section of the Closing SHA.
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# Original Article Revised Article Rationale 4. “The Company” or “this Company” “The Company” or “this Company” Definition of “the (Article 3.1) (Article 3.1) Company” or “this Company” in the Articles “The Company” or “this Company” means SBI “the Company” or “this Company” means SBI has been aligned with General Insurance Company Limited General Insurance Company Limited, a company duly definition of Company in organized and existing in India under the Companies the definition section of Act, 1956 having its registered office at 301, Natraj, the Closing SHA Junction of W.E. Highway and Andheri – Kurla Road, Andheri East, Mumbai – 400069, India.
5. “Deed of Adherence” “Deed of Adherence” Definition of “Deed of (Article 3.1) (Article 3.1) Adherence” in the Articles has been aligned with “Deed of Adherence” means the deed in the Agreed “Deed of Adherence” means the deed of adherence in definition of Deed of Form as set out in the Shareholders’ Agreement executed the relevant and applicable form as set out in the Adherence in the by a Person acquiring Shares from a Shareholder in Shareholders’ Agreement executed by a Person definition section of the accordance with these Articles acquiring Shares from a Shareholder in accordance with Closing SHA. these Articles;
6. N/A “Definitive Documents” Definition of “Definitive (Article 3.1) Documents” in the Articles has been inserted “Definitive Documents” means the Shareholders to align and reflect the Agreement, the Ancillary Agreements and any other provisions of the Closing agreements that the Company and the Shareholders may SHA and all ancillary mutually decide to execute; agreements.
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# Original Article Revised Article Rationale 7. “Distribution Agreement” or “Corporate Agency “Distribution Agreement” or “Corporate Agency Definition of Agreement” Agreement” “Distribution Agreement” (Article 3.1) (Article 3.1) or “Corporate Agency Agreement” has been “Distribution Agreement” or “Corporate Agency “Distribution Agreement” or “Corporate Agency amended to reflect the Agreement” shall mean an agreement to be signed Agreement” shall mean the agreement dated September changes post execution of between the Company and SBI (acting as corporate agent 14, 2010 executed between the Company and SBI such agreements and to in terms of IRDAI (Licensing of Corporate Agents) (acting as corporate agent in terms of IRDAI ensure compliance with Regulations 2002) in the Agreed Form for the marketing (Registration of Corporate Agents) Regulations, 2015 the relevant IRDAI norms. and distribution by SBI of the Company's products from for the marketing and distribution by SBI of the time to time through SBI's distribution channels; Company’s products from time to time through SBI’s distribution channels;
8. N/A “Intellectual Property” Definition of “Intellectual (Article 3.1) Property” has been inserted to align with the “Intellectual Property” means any and all intellectual definition of intellectual property or proprietary rights and shall include all rights property in the definition as applicable relating to any copyright rights (including section of the Closing rights in audio-visual works), moral rights, trademark SHA. rights (including logos, slogans, domain names, trade names and service marks), patent rights (including patent applications and disclosures), design rights, know-how, inventions, proprietary computer programs and software, manufacturing process rights, rights of priority and trade secret rights, recognized in any country or jurisdiction in the world;
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# Original Article Revised Article Rationale 9. N/A “PIOF” Definition of “PIOF” in (Article 3.1) the Articles has been aligned with definition of “PIOF” means PI Opportunities Fund – I, a Category II PIOF in the definition Alternative Investment Fund registered with SEBI and section of the Closing having its registered office at 134, Next to Wipro SHA Corporate Office, Doddakannelli, Sarjapur Road, Bangalore – 560035 being a trust created under the Indian Trusts Act, 1882 of which Hasham Premji Private Limited (having its registered office at Hasham Premji House, # 5, Janmabhoomi Marg, Fort, Mumbai- 400 001, India) is the Trustee and represented by its Investment Manager, Tarish Investment and Trading Company Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at No: 134, Next to Wipro Corporate Office, Doddakannelli, Sarjapur Road, Bangalore - 560 035, India.
10. N/A “Replacement(s)” Definition of (Article 3.1) “Replacement(s)” has been inserted to align with the definition of replacement in the definition section of the Closing SHA.
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# Original Article Revised Article Rationale “Replacement(s)” shall mean (i) an SBI Replacement or (ii) any independent third party (who has executed a Deed of Adherence) designated by the relevant Shareholder (and being a party acceptable to IRDAI and to the other Shareholders acting reasonably) to (a) control or acquire any securities of the Company (including, without limitation, Shares) that the relevant Shareholder or any of its Affiliates is entitled to control or acquire under these Articles; or (b) exercise any rights (including, without limitation, voting rights) that the relevant Shareholder or any of its Affiliates is entitled to exercise under these Articles, in the event that, in the relevant Shareholder’s reasonable opinion, (i) any Applicable Law prevents the relevant Shareholder or any of its Affiliates from doing so; or (ii) any restriction imposed on the relevant Shareholder or any of its Affiliates from any change in Applicable Law makes it reasonably necessary for the relevant Shareholder or any of its Affiliates to reduce all or some portion of its holding of the Shares of the Company.
11. “SBI Life” “SBI Life” Definition of “SBI Life” (Article 3.1) (Article 3.1) in the Articles has been aligned with definition of “SBI Life” shall mean SBI Life Insurance Company “SBI Life” means SBI Life Insurance Company SBI Life in the definition Limited having its registered office at Corporate Centre Limited, a company incorporated under the Act and section of the Closing at State Bank Bhavan, Madam Cama Road, Mumbai – having its registered office at Natraj, MV Road, and SHA. 400 021, India; Western Express Highway Junction, Andheri (East), Mumbai – 400 069, India.
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# Original Article Revised Article Rationale 12. “SBI Replacement” “SBI Replacement” Definition of “SBI (Article 3.1) (Article 3.1) Replacement” has been inserted to align with the “SBI Replacement” means any independent third party “SBI Replacement” means any independent third party definition of SBI (who has executed a Deed of Adherence) designated by (who has executed a Deed of Adherence) designated by Replacement in the SBI to (a) control or acquire any securities of the SBI (and being a party acceptable to IRDAI and to the definition section of the Company (including, without limitation, Shares) that SBI other Shareholders acting reasonably), to (a) control or Closing SHA. or any of its Affiliates is entitled to control or acquire acquire any securities of the Company (including, under these Articles or (b) exercise any rights (including, without limitation, Shares) that SBI or any of its without limitation, voting rights) that SBI or any of its Affiliates is entitled to control or acquire under these Affiliates is entitled to exercise under these Articles, in Articles or (b) exercise any rights (including, without the event that, in SBI’s reasonable opinion, (i) any limitation, voting rights) that SBI or any of its Affiliates Applicable Law prevents SBI or any of its Affiliates from is entitled to exercise under these Articles, in the event doing so or (ii) any restriction imposed on SBI or any of that, in SBI’s reasonable opinion, (i) any Applicable Law its Affiliates from any change in Applicable Law makes prevents SBI or any of its Affiliates from doing so or (ii) it reasonably necessary for SBI or any of its Affiliates to any restriction imposed on SBI or any of its Affiliates reduce all or some portion of its holding of the Shares of from any change in Applicable Law makes it reasonably the Company necessary for SBI or any of its Affiliates to reduce all or some portion of its holding of the Shares of the Company.
13. Article 3.2 (k) Article 3.2 (j) Insertion has been made to align the interpretation words and expressions used and not defined in these “subject to sub-clause (h) above, words and expressions clause with the provisions Articles, but defined in the Act, shall have the same used and not defined in these Articles, but defined in the of the Closing SHA. meanings respectively assigned to them in the Act Act, shall have the same meanings respectively assigned to them in the Act” 14. N/A Article 3.2 Insertion has been made to align the interpretation (k) reference to an Article or these Articles are of and clause with the provisions to these Articles; of the Closing SHA.
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# Original Article Revised Article Rationale (l) time is of the essence in the performance of the Company and Shareholders’ respective obligations under these Articles. If any time period specified herein is extended in writing by the Shareholders, such extended time shall also be of the essence.
15. Authorised Capital Deleted. Change in the capital (Article 4(ii)) structure of the Company pursuant to the transfer of The Company is a Joint Venture between State Bank of shares by IAG to Napean India and IAG Shareholder pursuant to the J.V. and HWIL “IAG Share Agreement. Sale”.
16. Authorised Capital Authorised Capital Revisions have been made (Article 4(iii)) (Article 4.2) on account of change in the capital structure of the The paid up capital of the Company as on 22-07-2016 is The Paid-up capital of the Company as on May 8, 2020 Company pursuant to the Rupees 215.50 Crores out of which Rs. 159.47 Crores is Rs. 215,50,00,000 out of which Rs. 150,85,00,000 has IAG Share Sale. has been subscribed to by State Bank of India and the been subscribed to by SBI, Rs. 34,50,15,500 has been balance Rupees 56.03 Crores by IAG Shareholder. subscribed to by Napean, Rs. 21,52,84,500 has been subscribed to by HWIL, Rs. 5,06,00,000 has been subscribed to by PIOF and Rs. 3,56,00,000 has been subscribed to by Axis.
17. Authorised Capital Deleted. Revisions have been made (Article 4(iv)) on account of change in the capital structure of the As stipulated by Reserve Bank of India vide its approval Company pursuant to the letter dated 14th July 2009, State Bank of India and its IAG Share Sale. nominees hold 74% of the paid up equity capital of the Company and the IAG Shareholder holds 26% of the paid up equity capital of the Company.
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# Original Article Revised Article Rationale 18. Additional Capitalisation Additional Capitalisation Revisions have been made (Article 6) (Article 6) pursuant to clause 15 of the Closing SHA. 6.1 Unless the Articles expressly provide otherwise 6.1 Pursuant to the capital plan adopted by the Board, (including without limitation under Articles 83, 84 and if there arises a need for additional capital by the 85) or the Original Shareholders agree otherwise, all Company (“Additional Capital”), the CEO additional capital (including working capital) or funding shall in consultation with the Deputy CEO requirements of the Company (“Additional Capital”) provide the Board with suitable written will be financed by the issue of new Shares by the notification regarding the Additional Capital Company to its Shareholders on a rights basis at any time requirements including details of the event(s) after the date of acquisition of Shares by the Minority that has triggered the call for Additional Capital Shareholders. The Minority Shareholders may participate (“Capital Call Events”) within a time period in such issuance in accordance with Applicable Laws. which will allow for the further steps required to Provided that in the event a Minority Shareholder does fulfil the additional capital call to occur to meet not subscribe to the additional Shares on a rights basis, the capital needs of the Company. The Company the percentage shareholding of such Minority shall, in the first instance, conduct a rights issue Shareholder shall be diluted in the manner provided seeking Additional Capital as per the provisions under the proviso to Article 8.2 below. of this Article 6. In the event that the rights issue is not subscribed to the full extent the Company shall be free to raise the Additional Capital in such manner as the Board may consider appropriate.
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# Original Article Revised Article Rationale 6.2 Upon receipt of a notification from the CEO as set out above, if the Board is satisfied that a Capital Call Event has occurred and the Company requires Additional Capital, then it shall, by passing a resolution to that effect, dispatch a notice to the Shareholders specifying (i) the aggregate amount of Additional Capital requested from the Shareholders on the relevant date (“Called Capital”); (ii) the portion of the Called Capital required to be funded by each Shareholder which shall be a proportion equal to its Ownership Percentage of the Called Capital; and (iii) the number of Shares to be issued to each Shareholder as well as the subscription price per Share (“Capital Call Notice”). 6.3 Within sixty days from the receipt of the Capital Call Notice each Shareholder shall fund a proportion equal to its Ownership Percentage of the Called Capital by subscribing to additional Shares. The number of additional Shares to be issued by the Company in respect of the Called Capital at the relevant Called Capital Closing and the price thereof shall be as determined by the Board and as set out in the Capital Call Notice.
19. Capital Plan Deleted The deletion has been made pursuant to clause (Article 7) 15 of the Closing SHA.
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# Original Article Revised Article Rationale The anticipated Additional Capital requirements will be set forth in a capital plan (“Capital Plan”) that shall be prepared at least once every Financial Year and which shall form a part of the Business Plan for the relevant Financial Year. The Capital Plan shall be prepared under the direction and supervision of the CEO and shall project the capital requirements of the Company for a period of five years from the date of finalization of such Capital Plan. The Capital Plan shall take into account capital and solvency requirements from a corporate law point of view, a regulatory point of view, a capital adequacy point of view and a minimum solvency margin point of view, and shall be prepared in a manner consistent with the Business Plan of which it is a part and any previous Capital Plan. The Capital Plan shall be reviewed by the Board at least once every twelve months and, if necessary, revised by the Board to take into account any material events.
7.2 Pursuant to the Capital Plan and in accordance with Article 7.1, if there arises a need for Additional Capital by the Company, the CEO shall in consultation with the Deputy CEO provide the Board with suitable written notification regarding the Additional Capital requirements including details of the event(s) that has triggered the call for Additional Capital (“Capital Call Events”) within a time period which will allow for the further steps required to fulfil the additional capital call to occur to meet the capital needs of the Company.
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# Original Article Revised Article Rationale 7.3 Upon receipt of the notification from the CEO above, if the Board is satisfied that a Capital Call Event has occurred and the Company requires Additional Capital, then subject to Article 6.1 above, it shall by passing a resolution to that effect, dispatch a notice to the Shareholders specifying (i) the aggregate amount of Additional Capital requested from the Shareholders on the relevant date (“Called Capital”); (ii) the portion of the Called Capital required to be funded by each Shareholder which shall be a proportion equal to its Ownership Percentage of the Called Capital; and (iii) the number of Shares to be issued to each Shareholder as well as the subscription price per Share (“Capital Call Notice”). Upon occurrence of a Capital Call Event, the Minority Shareholders agree to dilution of their percentage shareholding in the Company, unless a Minority Shareholder contributes its pro-rata share of the Called Capital.
7.4 Within sixty days from the receipt of the Capital Call Notice each Party shall fund a proportion equal to its Ownership Percentage of the Called Capital by subscribing to additional Shares. The number of additional Shares to be issued by the Company in respect of the Called Capital at the relevant Called Capital Closing and the price thereof shall be determined by the Board.
20. Called Capital Closing Called Capital Closing Revisions have been made (Article 8) (Article 8) to align the language with clauses 15.4, 15.5, 15.6 and 15.7 of the Closing SHA.
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# Original Article Revised Article Rationale 8.1 The closing for the issuance, allotment and 8.1 The closing for the issuance, allotment and subscription of the Shares comprising the Called subscription of the Shares comprising the Called Capital (each, a “Called Capital Closing”) shall Capital (each, a “Called Capital Closing”) shall be held at the principal office of the Company on be held at the principal office of the Company on the day and time specified by the Company the day and time specified by the Company (“Called Capital Closing Date”), but in any (“Called Capital Closing Date”), but in any event within sixty Business Days after the event within sixty (60) days from the receipt of the Company has delivered the written notice Capital Call Notice by the relevant Shareholder. requesting the Called Capital. 8.2 If an Original Shareholder (the “Non- 8.2 If a Minority Shareholder, does not, for any reason participating Shareholder”) does not, for any whatsoever, subscribe for all (and not less than all) reason whatsoever, subscribe to all Shares with the Shares in respect to its proportion of Called respect to its proportion of the Called Capital, Capital, then SBI shall be entitled, by delivering a then the other Original Shareholder (the written notice to the Company and the relevant “Participating Shareholder”), irrespective of Minority Shareholder, subscribe to such portion of any other rights or remedies available pursuant to the Called Capital not subscribed to by the these Articles, shall be entitled, by delivering a Minority Shareholder(s), either directly or through written notice to the Company and the Non- an Affiliate or a Replacement. Notwithstanding participating Shareholder, to subscribe to the any other provision set out under these Articles, portion of the Called Capital not subscribed to by the Minority Shareholders shall have the right but the Non-participating Shareholder (“Non- not an obligation to participate in a Called Capital Participating Shareholder Shares”) either Closing pursuant to Articles directly or through an Affiliate or a 6.2 or 8. Replacement.” 8.3 The Shares issued to a Shareholder pursuant to a Called Capital Closing shall have the same rights (including as to distributions) as the Shares then held by such Shareholder. 8.4 Any expenses, costs, Taxes and other charges including stamp duty payable by the Shareholders as per the Applicable Laws in respect to the issue of the Called Capital shall be borne by the Company.
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# Original Article Revised Article Rationale Provided that if a Minority Shareholder, does not, 8.5 In the event that the Company issues any employee for any reason whatsoever, subscribe for all (and stock options, the Shareholding of the not less than all) the Shares in respect to its Shareholders shall be reduced in proportion of proportion of Called Capital, then SBI shall be their Ownership Percentages. entitled, by delivering a written notice to IAG Shareholder, the Company and the relevant 8.6 If the Company undergoes a merger, demerger or Minority Shareholder, subscribe to such portion restructuring, the shareholding of the of the Called Capital not subscribed to by the Shareholders in the resultant entity shall be Minority Shareholder(s), either directly or affected in the proportion of their Ownership through an Affiliate or a Replacement. Percentages such that the inter se shareholding of 8.3 The Shares issued to a Participating Shareholder the Shareholders in the resultant entity continues shall have the same rights (including as to to remain the same. distributions) as the Shares then held by the 8.7 If the Company proposes to raise any additional Participating Shareholder. capital other than upon the occurrence of Capital 8.4 Any expenses, costs, Taxes and other charges Call Events, such capital shall be raised through including stamp duty payable by the conduct of a rights issue in the first instance and Shareholders as per the Applicable Laws in the provisions of Article 8 shall apply mutatis respect to the issue of the Called Capital shall be mutandis in relation to the procedure applicable borne by the Company. for the rights issue. In the event that the rights issue is not subscribed to the full extent, the Company shall be free to raise the additional capital in such manner as the Board may consider appropriate.
21. General Restrictions On Shares General restrictions on Shares Revisions have been made (Article 9) (Article 9) pursuant to clause 16 of the Closing SHA. 9.1 No Shareholder shall or agree to, directly or 9.1 Except as otherwise provided in these Articles, no indirectly, do any of the following, without the prior Shareholder shall or agree to, directly or written consent of the Original Shareholder(s): indirectly, do any of the following, without the prior written consent of SBI: (i) pledge or otherwise create any Encumbrance over (i) pledge or otherwise create any Encumbrance over any of its Shares; any of its Shares;
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# Original Article Revised Article Rationale (ii) grant any option over any of its Shares; (ii) grant any option over any of its Shares, except as (iii) Transfer any Shares; or provided for under these Articles; (iv) enter into an agreement in respect of the voting rights attached to any of its Shares. (iii) Transfer any Shares other than the Offered Shares in accordance with Article 62, provided that this restriction shall not apply to the Transfer of any Shares by the Minority Shareholders, which Transfers shall be governed by the provisions of Article 67A; or
(iv) enter into an agreement in respect of the voting rights attached to any of its Shares, except as provided for under these Articles.
22. Lock-In period Deleted. The Article has been (Article 60) deleted pursuant to clause 17 of the Closing SHA. 60.1 Subject to Article 60.2 and Article 61, no Shareholder may Transfer, directly or indirectly, any Shares held by it for a period of five years from the date of commencement of operations by the Company (the “Lock-In Period”).
60.2 Subject to Applicable Law, the occurrence of any of the following events shall not constitute a Transfer of Shares for purposes of Article 60: (i) Transfers pursuant to Articles 61, 64, 83, 84, 85, 87 and 237 or (ii) exercise of Termination Options.
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# Original Article Revised Article Rationale 23. N/A General Provision on Transfer Insertion has been made (Article 60) pursuant to clauses 22.3, 22.4 and 8.7 of the SHA. 60.1 Time Periods The time taken by any Shareholders and/or its Affiliates and/or its Replacement to obtain the approvals of Governmental Authorities for the acquisition, purchase, sale or Transfer of Shares pursuant to any rights it may have hereunder shall be excluded from the time limits prescribed; provided, that such Shareholder and/or its Affiliates, as the case may be, shall have applied for such Approvals prior to the expiration of the time limits prescribed herein. 60.2 Representations upon Transfer Each Shareholder and/or its Affiliates that is obligated to Transfer Shares to another Shareholder and/or its Affiliates and/or a Replacement pursuant to the provisions of these Articles, shall Transfer such Shares to the transferee free and clear of all Encumbrances. 60.3 Each Shareholder shall procure that its Affiliates and its Replacement designated by it to which Shares are transferred or allotted will be bound by the terms of the Shareholders Agreement and these Articles in relation to those Shares. The relevant Shareholder shall be responsible for ensuring compliance, and liable for any non- compliance with the provisions of the Shareholders Agreement and these Articles by its Affiliates and its Replacement.
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# Original Article Revised Article Rationale 24. Transfer to Affiliates Transfer to Affiliates Revisions have been made (Article 61) (Article 61) pursuant to clause 17.1 of the Closing SHA. 61.1 At any time during the term of these Articles and 61.1 At any time and subject to Applicable Law, any subject to Applicable Law, any Shareholder Shareholder (“Transferring Shareholder”) (“Transferring Shareholder”) may Transfer all may Transfer all but not part of its Shares to an but not part of its Shares to an Affiliate Affiliate (“Permitted Transferee”), provided (“Permitted Transferee”), provided that, in that, in each case: each case: (a) the Transferring Shareholder gives to the (a) the Transferring Shareholder gives to the Company and the other Shareholder(s), five Company and the other Shareholder(s) Business Days prior written notice, which shall (“Non-Transferring Shareholder(s)”), specify the identity of the Affiliate; and five Business Days prior notice, which (b) such Affiliate agreeing to be bound by the terms shall specify the identity of the Affiliate; and conditions of the Shareholders’ Agreement and by executing a Deed of Adherence. (b) such Affiliate agreeing to be bound by the 61.2 In the event any Affiliate, to whom Shares are terms and conditions of these Articles by Transferred, ceases to be an Affiliate of the executing a Deed of Adherence. Transferring Shareholder, then the Transferring Shareholder or any of its Affiliates shall 61.2 In the event any Affiliate, to whom Shares are immediately buy back or otherwise acquire the Transferred, ceases to be an Affiliate of the Shares from such Affiliate or have the same Transferring Shareholder, then the Transferring transferred to any Affiliate, subject to the Shareholder or any of its Affiliates shall conditions of Article 61.1. immediately buy back or otherwise acquire the Shares from such Affiliate or have the same transferred to any Affiliate, subject to the conditions of Article 61.1.
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# Original Article Revised Article Rationale 61.3 SBI and IAG Shareholder agree that so long as 61.3 SBI agrees that so long as SBI shall continue to hold SBI or IAG Shareholder shall continue to hold any Shares in the Company either directly by any Shares in the Company either directly by itself or indirectly through its Affiliates, SBI themselves or indirectly through their respective shall continue to be jointly and severally liable Affiliates, each of SBI and IAG Shareholder shall along with its Affiliates for the performance by continue to be jointly and severally liable along its Affiliate of its obligations under these with their respective Affiliates for the Articles, and these Articles shall be interpreted performance by their Affiliate of its obligations accordingly. Notwithstanding the Transfer of under these Articles, and these Articles shall be Shares by SBI to an Affiliate under this Article, interpreted accordingly. Notwithstanding the SBI shall be jointly and severally liable for the Transfer of Shares by a Party to an Affiliate under performance by the Affiliate of its obligations this Article, the Transferring Shareholder shall be under these Articles and these Articles shall be jointly and severally liable for the performance interpreted accordingly. by the Affiliate of its obligations under these 61.3 SBI agrees that so long as SBI shall continue to hold Articles and these Articles shall be interpreted any Shares in the Company either directly by accordingly. itself or indirectly through its Affiliates, SBI shall continue to be jointly and severally liable 61.4 The Shareholders agree that no Transfer of along with its Affiliates for the performance by Shares to an Affiliate pursuant to this Article its Affiliate of its obligations under these shall be effective, if such Transfer violates any of Articles, and these Articles shall be interpreted the provisions contained under this Article and, accordingly. Notwithstanding the Transfer of the Company shall not register such Transfer of Shares by SBI to an Affiliate under this Article, Shares. SBI shall be jointly and severally liable for the performance by the Affiliate of its obligations under these Articles and these Articles shall be interpreted accordingly.
25. Right of First Refusal Right of First Refusal Revisions have been made (Article 62) (Article 62) pursuant to clause 17.2 of the Closing SHA.
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62.1 If, after the expiration of the Lock-in Period, an 62.1 If any of the Shareholders who hold at least seven Original Shareholder, and/or its Affiliates, decimal five percent of the Share Capital (other desires to sell (“Selling Party”), and a third party than SBI) and/or its Affiliates desires to sell (“Proposed Transferee”) desires to purchase, (“Selling Party”), and a third party (not being the Selling Party shall offer for sale only the an Affiliate of the Selling Party) (“Proposed Offered Shares by giving a written notice Transferee”) desires to purchase the Offered (describing the terms and proposed contract, if Shares, the Selling Party shall offer for sale the any, for such sale, including the price and identity Offered Shares by giving a written notice of such Proposed Transferee) (a “ROFR (describing the terms and proposed contract, if Notice”) to the other Original Shareholder any, for such sale, including the price and (together with any of such Original Shareholder’s identity of such Proposed Transferee) (“ROFR Affiliates that hold Shares, the “Non Selling Notice”) to SBI (together with any of SBI’s Party”), (i) offering to sell all, but not less than Affiliates that hold Shares, the “Non- Selling all, of the Offered Shares to the Non Selling Party Party”), offering to sell all, but not less than all, within 60 (sixty) Business Days of receipt of the of the Offered Shares to the Non- Selling Party ROFR Notice; and (ii) agreeing to cause the within a maximum of sixty Business Days of Proposed Transferee to purchase Shares held by receipt of the ROFR Notice. If the Non-Selling IAG Shareholder and/or its Affiliates in Party accepts the offer to acquire the Offered accordance with Article 63. If the Non Selling Shares from the Selling Party in writing within Party accepts the offer to acquire the Offered thirty Business Days from the date of receipt of Shares from the Selling Party in writing within 30 the ROFR Notice, then the Selling Party shall (thirty) Business Days from the date of receipt of sell the Offered Shares to the Non-Selling Party, the ROFR Notice, then the Selling Party shall sell on terms not less favourable than those offered the Offered Shares to the Non Selling Party, on to the Proposed Transferee, within a period of terms not less favourable than those offered to the thirty Business Days from the acceptance of the Proposed Transferee, within the above 30 (thirty) offer by the Non-Selling Party; provided that, if Business Day period; Provided that if there is Applicable Law does not permit the Non- more than one Non Selling Party, the Selling Selling Party to acquire any additional Shares, Party shall sell, and each Non Selling Party shall the Non-Selling Party may assign or otherwise acquire, a number of the Offered Shares that is designate to a SBI Replacement, its right to proportionate to each Non Selling Party’s then acquire those Shares, provided that the SBI existing Ownership Percentage relative to the Replacement executes a Deed of Adherence; other Non Selling Parties. Provided further, if the provided further that, the obligation of the Non Selling Party is SBI or IAG Shareholder Selling Party to offer to sell the Offered Shares and/or their Affiliates and Applicable Law does
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# Original Article Revised Article Rationale not permit SBI or IAG Shareholder and/or their to the Non-Selling Party shall cease from the Affiliates to acquire any additional Shares, SBI date that the Selling Party ceases to hold at least or IAG Shareholder and/or their Affiliates may seven decimal five percent of the Share Capital. assign or otherwise designate to a SBI 62.2 If the Non-Selling Party is unwilling or unable to Replacement or IAG Replacement as the case (i) accept the offer to acquire the Offered Shares may be, its right to acquire those Shares, provided within the aforesaid thirty Business Day period that the SBI Replacement or IAG Replacement as from the date of receipt of the ROFR Notice, or the case may be, execute a Deed of Adherence. (ii) complete the acquisition of the Offered Shares within the aforesaid thirty Business Day 62.2 If the Non Selling Party is unwilling or unable to period from the acceptance of the offer by the accept the offer to acquire the Offered Shares Non-Selling Party, then the Selling Party shall, within the aforesaid thirty Business Days period, subject to Article 62.4 and Article 66, be entitled the Selling Party shall, subject to Articles 62.3, to freely sell the Offered Shares to the Proposed 63, 66 be entitled to freely sell the Offered Shares Transferee at the same price and terms as (which Offered Shares may include Shares disclosed in the ROFR Notice. Any such sale of elected to be included therein by the Non Selling the Offered Shares to the Proposed Transferee Party in accordance with Article 63) to the shall be completed within a period of thirty Proposed Transferee at the same price and terms Business Days from the date on which the as disclosed in the ROFR Notice. If the Selling Selling Party becomes entitled to sell the Party does not complete the sale of the Offered Offered Shares to the Proposed Transferee in the Shares to the Proposed Transferee within three manner contemplated above in this Article 62. If months as aforesaid, the Selling Party shall be the Selling Party does not complete the sale of required to once again comply with the the Offered Shares to the Proposed Transferee provisions of Article 62.3 prior to effecting the within the said thirty Business Days, the Selling sale of the Offered Shares to such, or any other, Party shall be required to once again comply Proposed Transferee. If the Non Selling Party with the provisions of this Article 62 prior to does not send any written notice communicating effecting the sale of the Offered Shares to such, its acceptance of the offer, it shall be deemed to or any other, Proposed Transferee. It is clarified have declined the offer. that if the Non-Selling Party does not send any written notice communicating its acceptance of 62.3 In case of sale of Shares to a Proposed the offer within thirty Business Days from the Transferee, the Proposed Transferee shall, prior date of receipt of the ROFR Notice, it shall be to the Transfer, execute a Deed of Adherence. deemed to have declined the offer.
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# Original Article Revised Article Rationale 62.3 For the purposes of this Article 62, in the event 62.4 In case of any Change in Control of an Affiliate, that the Selling Party is HWIL and/or its the provisions of Article 61.2 shall apply and in Affiliates, the Non-Selling Party shall be case of Change in Control of any Party, the required to accept the offer to acquire the provisions of Article 64 shall apply. Offered Shares from the Selling Party in writing within fifteen Business Days from the date of 62.5 Each Original Shareholder shall bear its own receipt of the ROFR Notice, failing which it costs and expenses incurred in connection with shall be deemed to have declined the offer. the exercise of any rights provided to such Party 62.4 In case of sale of Shares to a Proposed under this Article 62. Transferee, the Proposed Transferee shall, prior to the Transfer, execute a Deed of Adherence. 62.5 It is hereby clarified that in case of Change in Control of any Shareholder (other than SBI), the provisions of Article 64 shall apply. 62.6 The Non-Selling Party shall bear its own costs and expenses incurred in connection with the exercise of any rights provided to the Non- Selling Party under this Article 62.
26. Tag-Along Right Tag-Along Right Revisions have been made (Article 63) (Article 63) pursuant to clause 17.3 of the Closing SHA.
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63.1 In the event the Non Selling Party is IAG 63.1 In the event that the Non-Selling Party proposes Shareholder and/or its Affiliates, and IAG to sell Shares held by it to any Person (not being Shareholder and/or its Affiliates is unwilling or an Affiliate of the Non-Selling Party) (“SBI unable to purchase the Offered Shares identified Transferee”), then the Non-Selling Party may in the ROFR Notice and SBI as the Selling Party only sell such Shares to the SBI Transferee if the proposes to sell the Offered Shares to a Proposed Non-Selling Party causes the SBI Transferee to Transferee, then SBI may only sell its Offered give (by giving a written notice describing the Shares to the Proposed Transferee if SBI causes terms and proposed contract, if any, for such the Proposed Transferee to give IAG Shareholder sale, including the price and identity of such SBI and/or its Affiliates the right, but not the Transferee (“Tag Along Notice”)) to Napean obligation (“Tag-Along Right”), to sell such and/or its Affiliates and HWIL and/or its number of Shares (“Tag Shares”) held by IAG Affiliates (collectively, the “Tag Right Shareholder to the Proposed Transferee which is Holders”) the right, but not the obligation (“Tag equal to the product of (i) the Offered Shares Along Right”), to sell all the Shares held by the times (ii) a fraction, the numerator of which is the Tag Right Holders (“Tag Shares”) to the SBI number of Shares held by IAG Shareholder and Transferee. Simultaneously with the purchase of the denominator of which is the total number of the Shares from the Non-Selling Party, the SBI Shares held by SBI. Simultaneously with the Transferee shall purchase the Tag Shares held by purchase of the Offered Shares from SBI, the the Tag Right Holders at the same price per Proposed Transferee shall purchase the Tag Share and upon the same terms and conditions Shares held by IAG Shareholder and/or its as offered to the Non-Selling Party. The Tag Affiliates at the same price per Share and upon Right Holders shall notify the Non-Selling Party the same terms and conditions as offered to SBI. and the SBI Transferee of its desire to exercise IAG Shareholder and/or its Affiliates shall the Tag Along Right within thirty Business exercise the Tag-Along Right within thirty Days from date of receipt of the Tag Along Business Days from date of receipt of the ROFR Notice. Provided however that the Tag Along Notice. Provided however that the Tag Along Right shall be available only if (i) the Shares Right shall be available only if (a) the Offered sought to be sold by the Non-Selling Party Shares are not less than ten per cent of the would bring the Shareholding of the Non- Company’s Share Capital and (b) IAG Selling Party to below fifty percent of the Share Shareholder has, within thirty Business Days Capital after sale; and (ii) the Tag Right Holders from receipt of the ROFR Notice, notified its have, within thirty Business Days from receipt desire to exercise the Tag Along Right. of the Tag Along Notice, notified to SBI and the SBI Transferee their desire to exercise the Tag 63.2 It is expressly clarified and agreed between the Along Right.
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# Original Article Revised Article Rationale Original Shareholders that if, for any reason 63.2 The Tag Right Holders and the Non-Selling Party whatsoever, the Proposed Transferee is unable to shall be responsible for their proportional share acquire the Tag Shares on the terms set forth in of the costs and expenses incurred in connection the ROFR Notice (in accordance with Article with the exercise of the Tag Along Right, based 62.1), the Proposed Transferee shall not acquire on the gross proceeds received or to be received any of the Offered Shares. from the Proposed Transferee, to the extent not paid or reimbursed by such Proposed 63.3 IAG Shareholder and/or its Affiliates and SBI Transferee. shall be responsible for its proportional share of the costs and expenses incurred in connection with the exercise of the Tag-Along Right, based on the gross proceeds received or to be received from the Proposed Transferee, to the extent not paid or reimbursed by such Proposed Transferee.
63.4 The Original Shareholders agree that upon IAG Shareholder and/or its Affiliates acquiring 49% (forty-nine per cent) of the Share Capital (less the percentage shareholding Transferred by SBI as part of the SPSS Process) pursuant to exercise of the Dial Up Option, the Tag Along Rights provided in this Article 63 shall be applicable to SBI and IAG Shareholder and the terms “IAG Shareholder and/or its Affiliates” and “SBI” shall be deemed to be deleted and replaced with the terms “Non Selling Party” and “Selling Party” respectively and this Article 63 should be construed accordingly.
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# Original Article Revised Article Rationale 27. Consequences of Change in Control Consequences of Change in Control Revisions have been made (Article 64) (Article 64) pursuant to clause 17.4 of the Closing SHA. 64.1 In the event that there is a Change in Control of a 64 Consequences of Change in Control Party (“CiC Party”), the other Party (“Non-CiC 64.1 In the event that there is a Change in Control Party”) shall, at its option, be entitled to: of a Shareholder (other than SBI) (“CiC (a) require the CiC Party to sell all, but not less than Party”), SBI shall, at its option, be entitled to all, of its Shares to the Non-CiC Party or its require the CiC Party to sell all, but not less Affiliate or to a designated third party (“CiC Call than all, of its Shares to SBI or its Affiliate or Option”); or to a designated third party (“CiC Call Option”). (b) require the CiC Party to purchase all, but not less Provided that, with respect to Napean, a than all, of its Shares (“CiC Put Option”); (the Change in Control shall be deemed to have CiC Call Option and the CiC Put Option are occurred only in the event that Napean ceases hereinafter collectively referred to as the “CiC to be Controlled by any of its Affiliates and Options”). only such Change in Control would trigger the exercise of the CiC Call Option. However, in the event that an intra-group transfer is proposed such that after the transfer Napean directly or indirectly ceases to be Controlled by the Affiliate Controlling it at such time, and is, instead, Controlled by another Affiliate, Napean shall provide prior written intimation of fifteen Business Days of such intra-group transfer to SBI and the Company.
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# Original Article Revised Article Rationale 64.2 The CiC Options shall be exercised by the Non- Provided further that, with respect to HWIL, CiC Party(ies) by delivering a written notice to notwithstanding anything to the contrary the CiC Party and to any other Parties within sixty contained herein, a Change in Control shall days from the event giving rise to the CiC not be deemed to have occurred for so long as Options (“CiC Notice”). Within fifteen Business HWIL remains Controlled by an Affiliate. Days following the receipt by the Company of the However, in the event that an intra-group CiC Notice, IAG Shareholder and SBI shall transfer is proposed such that after the transfer appoint Appraisers to determine the Fair Market HWIL directly or indirectly ceases to be Value on a per Share basis of the Shares to be sold Controlled by the Affiliate Controlling it at or acquired pursuant to the CiC Options. Within such time, and is, instead, Controlled by thirty Business Days from the receipt of the another Affiliate, HWIL shall provide prior Appraisers’ intimation of determination of the written intimation of fifteen Business Days of Fair Market Value, the non-CiC Party shall send such intra-group transfer to SBI and the a notice to the CiC Party confirming its Company. acceptance of the CiC Call Option or CiC Put 64.2 The CiC Call Option shall be exercised by SBI Option (“CiC Acceptance Notice”). by delivering a written notice to the CiC Party and the other Shareholders and the Company 64.3 As consideration for the transfer of Shares under within sixty days from the event giving rise to the CiC Options, the relevant Party shall pay the the CiC Call Option (“CiC Notice”). Within following: fifteen Business Days following the receipt by (a) Under the CiC Call Option, the Non-CiC Party, the Company of the CiC Notice, SBI, in good Affiliate or third party purchasing the Shares of faith consultation with the CiC Party, shall the CiC Party shall pay the Fair Market Value on appoint Appraisers to determine the Fair a per Share basis; and Market Value on a per Share basis of the Shares to be acquired pursuant to the CiC Call (b) Under the CiC Put Option, the CiC Party shall Option. Within thirty Business Days from the purchase the Shares of the Non-CiC Party at the receipt of the Appraisers’ intimation of Fair Market Value on a per Share basis. determination of the Fair Market Value, SBI shall send a notice to the CiC Party confirming its acceptance of the CiC Call Option (“CiC Acceptance Notice”).
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# Original Article Revised Article Rationale 64.4 The sale and purchase of the Shares pursuant to the 64.3 As consideration for the transfer of Shares CiC Options shall be consummated within thirty under the CiC Call Option, SBI and/or its days from the date of receipt of the CiC Affiliates or a third party shall pay the Fair Acceptance Notice, subject to receipt of approval Market Value on a per Share basis. from any Governmental Authorities, failing 64.4 The sale and purchase of the Shares pursuant which, the right of the Non-CiC Party under this to the CiC Call Option shall be consummated Article 64.4 shall lapse. within thirty days from the date of receipt of the CiC Acceptance Notice, subject to receipt of approval from any Governmental Authorities, failing which, the right of SBI under this Article 64 shall lapse.
28. N.A. Consequence of an Event of Default Inserted pursuant to clause (Article 64A) 17.4 of the Closing SHA.
64A.1 In the event that, with respect to a Shareholder other than SBI: (a) a receiver has been appointed over its assets or undertaking or any part of them and such receiver’s appointment is not reversed, vacated or stayed within sixty days of appointment; (b) it ceased to be in a position to pay its debts or suspended the payment of its debts generally or will immediately cease or threaten to cease to carry on its business or become insolvent or unable to pay its debts as and when they become due and payable;
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# Original Article Revised Article Rationale (c) a trustee, voluntary administrator, liquidator or provisional liquidator has been appointed for all or any part of its assets or undertaking and such appointment is not (other than in case of a voluntary appointment of the abovementioned Persons by the concerned Shareholder) dismissed, reversed, vacated or stayed within sixty days of such appointment; or (d) it has entered into or resolved to enter into winding up proceedings or an arrangement, composition or compromise with or assignment for the benefit of its creditors generally or any class of creditors, or proceedings are commenced by such Shareholder to sanction such an arrangement, composition or compromise, in each case, other than for the purposes of a bona fide scheme of restructuring, reconstruction or amalgamation, SBI shall have the right to require such Shareholder to offer to sell its entire Shareholding to SBI (directly, or through its Affiliates or third parties) at the Fair Market Value of the Shares on a per Share basis by sending a notice of offer. If within thirty days from the receipt of the notice of offer, SBI does not elect to purchase the Shares so offered then such Shareholder shall be entitled to sell the same to any other Shareholder or person at a price which is not more favourable and on terms which are not more favourable than what was offered to SBI. 64A 2 In the event that, with respect to SBI:
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# Original Article Revised Article Rationale (a) If pursuant to an arbitral award it is determined that: (i) SBI has committed a material breach of, or committed any default under any provision of the Shareholders Agreement and has not remedied that breach or default within thirty days (or such longer period as agreed between SBI and the other Shareholders and the Company as being reasonable in the circumstances, or failing such agreement, thirty days) after receiving a written notice of such breach or default from any other Shareholder or the Company requesting the breach or default be remedied; (ii) SBI has committed a material breach of the Corporate Agency Agreement or Brand Licensing Agreement which breach remains uncured pursuant to the provisions of such Corporate Agency Agreement or Brand Licensing Agreement, as the case may be; or (b) a receiver has been appointed over its assets or undertaking or any part of them and such receiver’s appointment is not reversed, vacated or stayed within sixty days of appointment; or
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# Original Article Revised Article Rationale (c) it ceased to be in a position to pay its debts or suspended the payment of its debts generally or will immediately cease or threaten to cease to carry on its business or become insolvent or unable to pay its debts as and when they become due and payable, including (except in relation to the Minority Shareholders) for the avoidance of doubt, financial inability to honour any Called Capital stipulated in Article 6 in any then current Business Plan or Capital Call Notice; or (d) a trustee, voluntary administrator, liquidator or provisional liquidator has been appointed for all or any part of its assets or undertaking and such appointment is not (other than in case of a voluntary appointment of the abovementioned Persons by the concerned Shareholder) dismissed, reversed, vacated or stayed within sixty days of such appointment; or (e) it has entered into or resolved to enter into winding up proceedings or an arrangement, composition or compromise with or assignment for the benefit of its creditors generally or any class of creditors, or proceedings are commenced by SBI to sanction such an arrangement, composition or compromise, in each case, other than for the purposes of a bona fide scheme of restructuring, reconstruction or amalgamation, the restrictions imposed on the Minority Shareholders under Article 67A.2 (Restricted Transfers) and Article 62 (Right of First Refusal) shall cease to apply.
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# Original Article Revised Article Rationale 64A.3 For the avoidance of doubt, the remedies available to the Shareholders under this Article 64A are in addition to any other remedy available to them under the Shareholders Agreement or Applicable Law, whether in contract or in tort..
29. Transfer to Competitors Transfer to Competitors Revisions have been made (Article 65) (Article 65) pursuant to clause 17.5 of the Closing SHA. In no event shall any Original Shareholder or its In no event shall SBI or its Affiliates directly or Affiliates directly or indirectly Transfer its Shares to a indirectly Transfer its Shares to a Competitor or to Competitor or to anyone who already Controls a anyone who already Controls a Competitor of the Competitor of the Company, without the other Party’s Company, without the other Shareholders’ and the prior written consent; provided however, that the Company’s prior written consent. prohibition pursuant to this Article shall not apply to any merger, sale or other business combination involving the ultimate parent company of a Party, which shall be governed by Article 64.
30. Regulatory Approvals Regulatory Approvals Revisions have been made (Article 66) (Article 66) pursuant to clause 17.6 of the Closing SHA.
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# Original Article Revised Article Rationale 66.1 Any Transfer of Shares pursuant to these Articles 66.1 Any Transfer of Shares pursuant to Articles 61 to will be subject to the provisions and requirements 67A will be subject to the provisions and of any applicable regulatory and antitrust laws requirements of any applicable regulatory and and to the receipt of any required Approvals, or antitrust laws and to the receipt of any required the lapse of any applicable waiting periods, by, Approvals including approval of the IRDAI and making of notifications to, any relevant under Section 6A of the Insurance Act, or the Governmental Authority. The time periods lapse of any applicable waiting periods, by, and provided for herein with respect to such Transfer making of notifications to, any relevant, shall be extended as reasonably necessary to Governmental Authority. The time periods permit compliance by all parties involved in the provided herein permit compliance by all parties Transfer with such requirements. All such parties involved in the Transfer with such requirements. shall use all their reasonable efforts to satisfy All such parties shall use all their reasonable such requirements and obtain such Approvals or efforts to satisfy such requirements and obtain permit the lapse of any applicable waiting such Approvals or permit the lapse of any periods. In particular, each Shareholder applicable waiting periods. In particular, each undertakes to make all filings with, give all Shareholder undertakes to make all filings with, notices to, and take any other actions in respect give all notices to, and take any other actions in of, any Governmental Authority, in order to respect of, any Governmental Authority, in order obtain any required regulatory and antitrust to obtain any required regulatory and antitrust approvals or permit the lapse of any applicable approvals or permit the lapse of any applicable waiting periods as soon as practicable. waiting periods as soon as practicable, as may be 66.2 In the event such approvals are ultimately relevant. determined by the Shareholders, acting 66.2 In the event such approvals are ultimately reasonably, as not to be available, the determined by the relevant Shareholders and the Shareholders shall use all their reasonable efforts Company, acting reasonably, as not to be to achieve the proposed Transfer(s) by using a available, the relevant Shareholders and the mutually acceptable alternative structure. Company shall use all their reasonable efforts to achieve the proposed Transfer(s) by using a mutually acceptable alternative structure.
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# Original Article Revised Article Rationale 66.3 On an Original Shareholder ceasing to be a 66.3 The Company and SBI shall take reasonable steps Shareholder, it shall immediately upon Transfer to facilitate and shall provide assistance as of its Shares, procure the resignation of all its reasonably required for the obtainment of any nominees on the Board. The Original Approval required for a Transfer of Shares by the Shareholder Transferring all their Shares of the other Shareholders in accordance with these Company shall do all such things and sign all Articles. such documents, as may be requested by the other 66.4 On any Shareholder ceasing to be a Shareholder, Original Shareholder and as may otherwise be it shall immediately upon Transfer of its Shares necessary to procure the resignation or dismissal procure the resignation of all its nominees on the of such Persons from such appointments within a Board, and Directors nominated by such reasonable period of time. The Parties further Shareholders shall cease to be Directors from the agree that any Original Shareholder removing a time that such Shareholder ceases to be a Director in accordance with this Article shall Shareholder. The Shareholder Transferring all its fully indemnify and hold harmless the other Shares shall do all such things and sign all such Original Shareholder and the Company from and documents, as may be requested by the other against any claim for unfair or wrongful Shareholders and as may otherwise be necessary dismissal arising out of such removal. to procure the resignation or dismissal of such 66.4 No Shareholder shall Transfer any Shares or any Persons from such appointments within a right, title or interest therein or thereto, except as reasonable period of time. Any Shareholder expressly permitted under these Articles. Subject removing a Director in accordance with this to Applicable Law, any Transfer of any Shares in Article shall fully indemnify and hold harmless violation of the provisions of these Articles, shall the other Shareholders and the Company from be null and void ab initio and the Company shall and against any claim for unfair or wrongful not register any such Transfer. dismissal arising out of such removal. 66.5 No Shareholder shall Transfer any Shares or any right, title or interest therein or thereto, except as expressly permitted under these Articles. Subject to Applicable Law, any Transfer of any Shares in violation of the provisions of these Articles, including Articles 61 to 67A shall be null and void ab initio and the Company shall not register any such Transfer.
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# Original Article Revised Article Rationale 31. Assumption of obligations Assumption of obligations Revisions have been made (Article 67) (Article 67) pursuant to clause 17.7 of the Closing SHA. 67.1 The Shareholders shall ensure that no Person 67.1 The Shareholders shall ensure that no Person (including a Permitted Transferee) other than an (including a Permitted Transferee) other than existing Shareholder acquires (or subscribes to) an existing Shareholder acquires (or any Shares unless such Person enters into a Deed subscribes to) any Shares unless such Person of Adherence. enters into a Deed of Adherence, agreeing to 67.2 For the avoidance of doubt, it is clarified that the be bound by the Shareholders Agreement as a Shareholders shall, subject to Applicable Law, Shareholder and other Definitive Documents instruct their respective nominee Directors to in connection with the Company. vote in favour of a Transfer of Shares if such 67.2 For the avoidance of doubt, it is clarified that the Transfer is otherwise in accordance with the Shareholders, shall, subject to Applicable terms of these Articles and the Board shall not Law, instruct their respective nominee disapprove of a Transfer of Shares if such Directors to vote in favour of a Transfer of Transfer is otherwise in accordance with the Shares if such Transfer is otherwise in terms of these Articles. accordance with the terms of these Articles 67.3 No Shareholder will be entitled to any special and the Board shall not disapprove of a right under these Articles, including, the right to Transfer of Shares if such Transfer is vote on any Affirmative Vote Matters or any right otherwise in accordance with the terms of to nominate a Director to the Board if such these Articles. Shareholder’s holding is below ten percent 67.3 In the event that the Shareholding of Napean (10%). falls below ten percent, it shall cease to be entitled to exercise the right to nominate a Director to the Board. Provided that, upon the Shareholding of Napean falling below ten percent, it shall continue to be entitled to exercise its Tag Along Right in accordance with Article 63.
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# Original Article Revised Article Rationale 32. 67A. Transfer of Shares by Minority Shareholders 67A. Transfer of Shares by Minority Shareholders Revisions have been made (Article 67A) (Article 67A) pursuant to clause 17.9 of the Closing SHA. 67A.1 Restrictions on Transfers 67A.1 Transfer by the Minority Shareholders The Minority Shareholders shall not, directly or The Minority Shareholders shall be entitled to, indirectly, Transfer any Shares held by them in directly or indirectly, Transfer any or all of the the Company or any legal or beneficial interest Shares held by them in the Company to a therein other than as permitted in Article 67A.2. Person, provided that (i) such Person is not a Any purported Transfer or attempt to Transfer Competitor and provided further that the any of the Shares held by the Minority restriction in this paragraph (i) of the first Shareholders in the Company, in violation of this proviso to Article 67A.1 shall not be applicable Article 67A shall be null and void ab initio. The on and from the end of the time period set out Company hereby agrees and undertakes that it in Article 67A.2(b); (ii) the said Person signs a shall not recognize or record any Transfer of Deed of Adherence (provided that the Deed of such Shares by any of the Minority Adherence shall be deemed to have been Shareholders, which is not in accordance with executed by the Company and SBI within the terms of these Articles. fifteen days of the date of receipt of the 67A.2 Transfer by the Minority Shareholders execution version of the Deed of Adherence by the Company and SBI (whichever is later), if no objection that the relevant Transfer is not in accordance with the provisions of these Articles is raised by the Company or SBI prior to the expiry of such fifteen day period); and (c) the cumulative rights of such Person (along with any successor of such Person), shall not exceed the rights available to the relevant Minority Shareholder under these Articles, unless otherwise agreed by SBI and the Company. It is clarified that nothing contained in Article 60.3 of these Articles shall be applicable to Transfer of Shares by a Minority Shareholder. 67A.2 Restricted Transfers
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# Original Article Revised Article Rationale The Minority Shareholders shall be entitled to, (a) Notwithstanding anything contained in directly or indirectly, Transfer any or all of the these Articles but subject to the provisions of Shares held by them in the Company to a Article 67A.2(b), the Minority Shareholders Proposed Transferee, provided that (a) such agree that, they shall not, at any time, directly Proposed Transferee is not a Restricted or indirectly, transfer any legal or beneficial Purchaser and provided further that this Article interest in any of the Shares held by the 67A.2 (a) shall not be applicable on and from the Minority Shareholders to a Competitor. end of the time period set out in Article (b) Where Listing (in accordance with the 67A.3(b); (b) the Proposed Transferee signs a Applicable Law) has not taken place within a Deed of Adherence in the format set out in period of three years from the date of Schedule 11 to the J.V. Agreement to be acquisition of Shares in the Company by the executed along with the Minority respective Minority Shareholders, the Shareholder(s), SBI and the Company, respective Minority Shareholders shall be undertaking to observe and perform all the terms entitled to Transfer the Shares held by them to and conditions of the Investment Agreement and any Person and the restriction under Article any other agreement connected herewith, as if it 67A.2(a) shall not apply so long as such had been an original party thereto provided that Transfer is in accordance with Applicable Law such Deed of Adherence shall be deemed to have and these Articles. been executed by the Company and SBI within 15 (fifteen) days of the date of receipt of the draft Deed of Adherence by the Company and SBI, if no objection is raised by the Company and/ or SBI prior to such date; and (c) the cumulative rights of the Proposed Transferee (along with any successor of such Proposed Transferee), shall not exceed the rights available to the respective Minority Shareholder under these Articles, unless otherwise agreed by SBI and the Company. 67A.3 Restricted Transfers
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# Original Article Revised Article Rationale (a) Notwithstanding anything contained in these Articles but subject to the provisions of Article 67A.3(b), the Minority Shareholders agree that, they shall not, at any time, directly or indirectly, transfer any legal or beneficial interest in any of the Shares held by the Minority Shareholders to a Restricted Purchaser. (b) Where the listing of the Company on a recognized stock exchange (in accordance with the Applicable Law) has not taken place within a period of 3 (three) years from the date of acquisition of Shares in the Company by the Minority Shareholders, the Minority Shareholders shall be entitled to Transfer the Shares held by them to any Person and the restrictions under Article 67A.3(a) shall not apply so long as such Transfer is in accordance with Applicable Law and these Articles.
33. Dial-up Option Deleted. The Article has been (Article 83) deleted pursuant to the IAG Share Sale, the Closing SHA and change in the capital structure of the Company.
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# Original Article Revised Article Rationale 83.1 In the event that IAG Shareholder is permitted, under Applicable Law, to increase its Ownership Percentage to a percentage greater than twenty- six per cent of the Share Capital ("Change in Law"), IAG Shareholder shall have the option to increase its Ownership Percentage by an additional maximum of twenty three per cent of the Share Capital less the percentage shareholding Transferred by SBI as part of the SPSS Process (“Dial Up Option”), in one or more tranches, not exceeding a total of three tranches and each tranche must be for a minimum of five per cent of the Share Capital, and, in each case subject to the provisions contained in Article 84. 83.2 IAG Shareholder shall be entitled to exercise the Dial Up Option by way of a subscription of Shares of the Company and, if necessary, by way of a purchase of Shares from SBI, as set out in Article 85.
Dial Up Option Procedures (Article 84)
84.1 IAG Shareholder may, subject to Article 84.2, exercise the Dial Up Option at any time within a two year period commencing from the Dial-up Option Start Date (the “Dial Up Option Period”), and not thereafter, unless otherwise agreed between SBI and IAG Shareholder in writing.
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# Original Article Revised Article Rationale 84.2 Notwithstanding the requirements of Article 84.1 and/ or any previous intent notice issued by IAG Shareholder, IAG Shareholder shall have the right (but not the obligation), within 45 (forty five) days from the SPSS Completion Date (“Post SPSS Dial –up Period”), to issue a fresh Intent Notice for exercising its Dial-up Option. Upon the issuance of such an Intent Notice, the Parties agree that the procedure for determination of FMV as set out in Article 84.6 shall not be applicable to the Intent Notice and the price at which IAG Shareholder shall acquire the Dial-up Subscription Shares and/or the Call Option Shares (as the case may be) shall be the price determined through the SPSS Process, provided that the price determined through the SPSS Process shall be in compliance with pricing guidelines under FEMA and any other Applicable Laws. Provided that, in case IAG Shareholder does not issue a fresh Intent Notice within 45 (forty five) days from the SPSS Completion Date, the Parties agree and acknowledge that the procedure for determination of the FMV as set out in Article 84.6 shall be applicable for the acquisition of the Dial-up Subscription Shares and/or the Call Option Shares (as the case may be). 84.3 It is further clarified that the exercise of Dial-up Option by IAG Shareholder following the Change in Law shall be subject also to provisions of Article 87.3.
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# Original Article Revised Article Rationale 84.4 During the Dial-up Option Period and the Post SPSS Dial-up Period IAG Shareholder shall submit a written notice to the Company (the “Intent Notice”), which notice shall state that IAG Shareholder intends to increase its Ownership Percentage in accordance with Article 83. 84.5 If IAG Shareholder does not submit the Intent Notice following the Change in Law within the Dial-up Option Period or the Post SPSS Dial-up Period respectively, IAG Shareholder shall be deemed to have given up its Dial-up Option and IAG Shareholder’s rights under Dial-up Option shall stand extinguished. 84.6 Within thirty Business Days following the receipt by the Company of the Intent Notice, SBI and IAG Shareholder shall appoint Appraisers to determine the FMV on a per Share basis with respect to the Dial Up Option. Within thirty Business Days following the final determination of such FMV, IAG Shareholder shall deliver a written notice to the Company (the “Dial Up Election Notice”), which notice shall indicate whether IAG Shareholder has elected to proceed with its exercise of the Dial Up Option, and provide (i) the level to which IAG Shareholder intends to raise its Ownership Percentage, and (ii) the total number of Shares of the Company IAG Shareholder must subscribe to achieve such level. The consideration per Share that IAG Shareholder shall pay shall be at FMV.
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# Original Article Revised Article Rationale 84.7 The Shares to be issued to IAG Shareholder pursuant to an exercise of its Dial Up Option in accordance with this Article 84 shall be issued and allotted to IAG Shareholder by the Company in accordance with Article 85. 84.8 In case the acquisition of the Dial Up Subscription Shares and/or the Call Option Shares (as the case may be) is not completed by IAG Shareholder due to a reason solely and directly attributable to IAG Shareholder within 6 (six) months from the SPSS Completion Date (but excluding any delay in receipt of regulatory approvals required for completion of such acquisition and/ or any wilful act or omission of SBI Shareholder or the Company)), the right of IAG Shareholder to increase its Ownership Percentage in the Company through the Dial-up Option shall stand extinguished.
Dial Up Option Subscription or Purchase by IAG Shareholder (Article 85)
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85.1 If IAG Shareholder exercises the Dial Up Option, it shall have the right to subscribe for and acquire (the “IAG Subscription Right”), and the Company shall have the obligation to issue and allot, at the consideration per Share described in Article 84.6, the lower of such number of Shares as is necessary (i) to meet the additional capital requirements as stipulated in, and for the period covered by, the current Capital Plan, being the last Capital Plan approved by the Board in the period immediately prior to the date of the Dial- up Election Notice and (ii) to increase IAG Shareholder’s shareholding up to the Ownership Percentage elected by IAG Shareholder in the Dial Up Election Notice (on a post issue diluted basis) (the “Dial-Up Subscription Shares”). The foregoing subscription of Shares shall be completed within thirty (30) Business Days from the date of receipt by SBI and the Company of the Dial Up Election Notice. In the event a determination is made by IAG (at any time before or after completion of IAG’s subscription to the Dial Up Subscription Shares) that the exercise by IAG Shareholder of the IAG Subscription Right will not, or does not result in IAG Shareholder and/ or its Affiliates collectively holding a maximum of forty nine per cent (49%) of the Share Capital (less the percentage shareholding Transferred by SBI as part of the SPSS Process) or such lesser amount as may have been set forth in the Dial Up Election Notice, then the IAG Shareholder shall immediately provide a written call option notice (a “Call Option Election Notice”) to SBI identifying (i) the number of Dial-Up Subscription Shares and (ii) the number
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# Original Article Revised Article Rationale of Shares necessary to be sold to IAG Shareholder by SBI and/ or its Affiliates in order for IAG Shareholder and/ or its Affiliates to collectively hold a maximum of forty nine per cent (49%) of the Share Capital (less the percentage shareholding Transferred by SBI as part of the SPSS Process), or such lesser amount as may have been set forth in the Dial Up Election Notice (the “Call Option Shares”). 85.2 Within thirty Business Days (excluding the time taken for obtaining necessary approvals from any Governmental Authorities) from the date of receipt by SBI of the Call Option Election Notice, subject to receipt of approval of the Governmental Authorities, SBI shall sell the Call Option Shares to IAG Shareholder in exchange for the consideration per Share described in Article 84.6.
Tax and duty payments (Article 86)
The Company shall be responsible for the payment of any and all taxes or duties related to the allotment, stamp or other similar taxes attributable to the issuance and allotment of Shares to IAG Shareholder pursuant to these Articles.
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# Original Article Revised Article Rationale 34. Disinvestment under Applicable Law Listing Revisions have been made (Article 87) (Article 87) pursuant to clause 18 of the Closing SHA. 87. SBI shall, if so required by a Divestment Order, 87.1 IRDAI requires the Company to do a Listing, the divest its shareholding in the Company to the Shareholders shall cooperate and exercise their rights extent required by the Divestment Order. The available to them under these Articles in a manner so as Divestment by SBI shall be in accordance with to enable the Company to take all such steps as may be the following provisions, and IAG Shareholder, necessary to prepare an offer to the public for such will provide its reasonable support and best Listing in accordance with Applicable Laws. efforts to enable compliance with such Divestment requirement: 87.1 In case SBI is required to reduce its Ownership Percentage pursuant to any provision of this Article 87 by transferring Shares to any person other than an SBI Replacement or IAG Shareholder, then, notwithstanding anything provided in these Articles, IAG Shareholder’s Ownership Percentage shall be two per cent less (“Differential”) than that of SBI’s Ownership Percentage. 87.2 SBI and IAG Shareholder shall in good faith consult with each other prior to any such Divestment as to the actions to be taken in their interest and ensure compliance with the Divestment Order; and such discussions shall also examine the possibilities of Transfer of the Shares to a Replacement or to IAG Shareholder so as to maintain the respective Ownership Percentage of the Parties in accordance with the terms of these Articles to the extent possible, while ensuring compliance with the Divestment Order.
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87.2 The Shareholders agree and acknowledge that 87.3 In the event IRDAI requires the Company to do a depending on the market conditions prevailing Listing, the Parties shall co-operate and cause the at the time, they shall cooperate and exercise Company to take all such steps as may be their rights available to them under these necessary to prepare an offer to the public for Articles in a manner so as to enable the such Listing in accordance with Applicable Company to undertake a Listing in accordance Laws. Provided however, if the Dial Up Option with Applicable Laws. SBI shall decide the has not been exercised by IAG Shareholder, in manner in which the Listing shall be undertaken accordance with Articles 83, 84, 85 prior to such (i.e. as a primary offering, offer for sale or Listing required by IRDAI, SBI and IAG combination thereof) and the percentage and Shareholder shall prior to the Company taking the manner in which a reduction in any steps to initiate such Listing mutually discuss Shareholding of the Shareholders shall be and agree on the suitable steps required to protect undertaken for purposes of the Listing (if so the ability of IAG Shareholder to exercise the required). For purposes of the offer documents Dial Up Option. If SBI and IAG Shareholder do to be submitted to Governmental Authorities in not reach an agreement as contemplated in the connection with the Listing, the Shareholders preceding sentence within Thirty Business Days shall, in good faith, and with due consideration from the date IRDAI requiring the Company to to timelines and process agreed for the Listing, do a Listing, subject to the Applicable Law, SBI discuss and agree upon such of their respective shall Transfer such number of Shares to an IAG rights and obligations set out in these Articles Replacement at Fair Market Value on a per Share which shall survive after the Listing to the basis subject to maintaining the Differential in extent then permitted under Applicable Laws SBI’s favour and Minimum IAG Shareholding as and by the relevant Governmental Authorities. aforesaid. It is clarified that for computing the In the event that the Shareholders decide to Differential, IAG Shareholder’s Ownership make representations to Governmental Percentage shall include the Shares transferred to Authorities seeking the right to retain, after an IAG Replacement and SBI’s Ownership completion of the Listing, their rights under Percentage shall include the Shares transferred to these Articles, then each such representation an SBI Replacement. It is further clarified that on shall be made jointly by SBI and the relevant Transfer of Shares to an IAG Replacement other Shareholders providing all reasonable pursuant to this Article 87.3, IAG Shareholder cooperation to each other so as to achieve shall lose its Dial up Option in respect of the retention of such rights. percentage of the Share Capital represented by the transferred Shares but only on the condition that the first right of refusal in Article 62 shall not
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# Original Article Revised Article Rationale apply to any subsequent Transfer of Shares from the IAG Replacement to IAG Shareholder. 87.4 Notwithstanding anything provided in these Articles (i) IAG Shareholder’s Ownership Percentage shall at no point of time be required to be less than 25.25% (“Minimum IAG Shareholding”) on account of the operation of Article 87.1 or 87.3; and (ii) the Differential requirement shall not be applicable in the event SBI has voluntarily diluted its Ownership Percentage in the Company. Notwithstanding any restructuring or arrangement proposed which results in a change in the capital structure of the Company, the Original Shareholders shall ensure that the shareholding of SBI along with its Affiliates (if any) shall not, at any time, fall below fifty point one per cent (50.1%) of the Share Capital of the Company on a fully diluted basis.
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# Original Article Revised Article Rationale 87.5 Post receipt of the Dial-up Subscription Shares or the Call Option Shares (as the case may be) by IAG Shareholder, the Parties agree and acknowledge that depending on the market conditions prevailing at the time, they shall undertake all reasonable commercial efforts to cause the Company to undertake an IPO in accordance with Applicable Laws. SBI and IAG Shareholder shall mutually agree on the manner in which the IPO shall be undertaken (i.e. as a primary offering, offer for sale or combination thereof) and to the percentage and the manner in which a reduction in shareholding of SBI and/ or IAG Shareholder shall be undertaken for purposes of the IPO. For purposes of the offer documents to be submitted to Governmental Authorities in connection with the IPO, SBI and the IAG Shareholder shall, in good faith, and with due consideration to timelines and process agreed for the IPO, discuss and agree upon such of their respective rights and obligations set out in this Agreement which shall survive after the IPO to the extent then permitted under Applicable Laws and by the relevant Governmental Authorities. In the event the Parties decide to make representations to Governmental Authorities seeking the right to retain, after completion of the IPO, their rights under the J.V. Agreement, then each such representation shall be made jointly by SBI and IAG Shareholder providing all reasonable cooperation to each other so as to achieve retention of such rights.
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# Original Article Revised Article Rationale 87.6. IAG Shareholder shall, if so required by an IAG Divestment Order, divest its shareholding in the Company to the extent required by the IAG Divestment Order in accordance with the following provisions, and SBI will provide its reasonable support and best efforts to enable compliance with such Divestment requirement: 87.6.1 SBI and IAG Shareholder shall in good faith consult with each other prior to any such Divestment as to the actions to be taken in their interest and ensure compliance with the IAG Divestment Order; and such discussions shall also examine the possibilities of Transfer of the shares to a Replacement or to SBI so as to maintain the respective Ownership Percentage of the Parties in accordance with the terms of these Articles to the extent possible, while ensuring compliance with the Divestment Order.
35. Twenty One Business Days Notice of meeting to be Twenty One Clear Days’ Notice of meeting to be Revisions have been made given given pursuant to the clause 2.2 (Article 103) (Article 103) of the Closing SHA.
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# Original Article Revised Article Rationale 103.1 Prior written notice of at least twenty one Business 103.1 Prior written notice of at least twenty one clear Days shall be given to all the Shareholders of any days shall be given to all the Shareholders of any meeting of the Shareholders. A General Meeting General Meeting. A General Meeting may may however be called by the Chairman by giving however be called by the Chairman by giving less less than twenty one Business Days notice with the than twenty one clear days’ notice in accordance prior written consent of IAG Shareholder and SBI. with Applicable Law and with written consent of Every notice shall be accompanied by the agenda SBI. Every notice shall be accompanied by the setting out the particular business proposed to be agenda setting out the particular business transacted at such meeting. No business shall be proposed to be transacted at such General transacted at any General Meeting duly convened Meeting. No business shall be transacted at any and held other than that specified in the notice General Meeting duly convened and held other without prior written unanimous consent of the than that specified in the notice without prior Shareholders. written unanimous consent of the Shareholders.
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# Original Article Revised Article Rationale 103.2 The notice should also specify the day, place and hour of meeting, and shall be given in the manner hereinafter provided, to such persons as are under these Articles entitled to receive notice from the Company. Provided that an Annual General Meeting may be called by giving a shorter notice with the consent of all the members of the Company. In the case of an Annual General Meeting, if any business other than (i) the consideration of the Accounts, Balance Sheet and Reports of the Board of Directors and Auditors, (ii) the declaration of Dividend, (iii) the appointment of Directors in place of those retiring, (iv) the appointment of, and fixing of the remuneration of the Auditors, is to be transacted and in case of any other meeting in any event there shall be annexed to the notice of the meeting a statement setting out all material facts concerning each such item of business, including in particular the nature of the concern or interest, if any therein of every Director, and the Manager (if any). Where any such item of special business relates to or affects any other Company, the extent of shareholding interest in that other Company of every Director and the Manager, if any, of the Company shall also be set out in the statement if the extent of such shareholding interest is not less than 20 per cent of the paid up share capital of that other Company. Where any item of business consists of according of approval to any document by meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.
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# Original Article Revised Article Rationale 36. Quorum at General Meeting Quorum at General Meeting Revisions have been made (Article 106) (Article 106) pursuant to clause 2.1 of the Closing SHA and the 106.1 All meetings of the Shareholders of the Company 106.1 All meetings of the Shareholders of the IAG Share Sale. shall require a quorum of at least one Company shall require a quorum of at least one representative of SBI (“SBI Representative”) representative of SBI (“SBI Representative”) and one representative of IAG Shareholder present at the start of and throughout such (“IAG Representative”) present at the start of meeting. and throughout such meeting. 106.2 If the aforesaid quorum is not present within one hour from the time set for the meeting, the 106.2 If the aforesaid quorum is not present within one meeting shall be adjourned to such time or place hour from the time set for the meeting, the on a day between seven and ten Business Days meeting shall be adjourned to such time or place from the date of the original meeting (or earlier on a day between seven and ten Business Days if SBI agrees in writing (“Adjourned from the date of the original meeting (or earlier if Shareholders Meeting”). If a valid quorum is both SBI and IAG Shareholder agree in writing not present at such Adjourned Shareholders (“Adjourned Shareholders Meeting”). If a Meeting within one hour from the time set for valid quorum is not present at such Adjourned the meeting, the representatives present at the Shareholders Meeting within one hour from the meeting shall constitute a valid quorum to time set for the meeting, the representatives transact any business at such meeting, which present at the meeting shall constitute a valid was there in the agenda for such original quorum to transact any business at such meeting, meeting, except in relation to any of the which was there in the agenda for such original Affirmative Vote Matters. meeting, except in relation to any of the Affirmative Vote Matters.
37. Chairman’s Casting Vote Chairman’s Casting Vote Language has been (Article 112) (Article 112) changed to reflect the provisions of clause 3.6.1 In the case of an equality of votes the Chairman shall not The Chairman shall have a second and casting vote in of the Closing SHA. have any casting vote in addition to the vote or votes to the event of equality of votes at a Board Meeting or which he may be entitled as a Member. pursuant to an action by circular resolution.
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# Original Article Revised Article Rationale 38. Affirmative Vote Matters at General Meetings Affirmative Vote Matters at General Meetings Revisions have been made (Article 133) (Article 133) pursuant to Schedule 2, clause 14 of the Closing 133.1 Notwithstanding anything contained in these 133.1 Notwithstanding anything contained in these SHA. Articles to the contrary, no action shall be taken Articles to the contrary, no action shall be taken at any General Meeting with respect to any at any General Meeting with respect to any Affirmative Vote Matters, without the Affirmative Vote Matters, without the affirmative votes of SBI and IAG Shareholder. affirmative vote of SBI. These matters These matters (“Affirmative Vote Matters”) (“Affirmative Vote Matters”) include: include: ……… ……… (n) Approval of any material agreements (including (n) Approval of any material agreements (including licenses) proposed to be entered into by the Company, licenses) proposed to be entered into by the Company, other than in the ordinary course of business, except other than in the ordinary course of business. major reinsurance contracts and/or programs.
39. Composition of the Board and appointment of Composition of the Board and appointment of Revisions have been made Directors of the Company Directors of the Company pursuant to clauses 3.2 and (Article 136) (Article 136) 3.3 of the closing SHA.
136.1 The First Directors: The First Directors shall 136.1 The First Directors: The First Directors shall Additionally, Article be: be: 136.5 has been inserted i. Shri Ranganathan Sridharan; and changes have been i. Shri Ranganathan Sridharan; ii. Smt. Arundhati Bhattacharya; made to Article136.2 (a) ii. Smt. Arundhati Bhattacharya; ii. Shri Rammohan Rao Belle. pursuant to section 35A of iii. Shri Rammohan Rao Belle. *136.2The maximum number of Directors constituting the SBI Act, 1955. *136.2The maximum number of Directors constituting the entire Board shall be ten including the the entire Board shall be ten including the Chairman of the Board and subject to the Chairman of the Board and subject to the provisions of the Act, the Board shall be provisions of the Act, the Board shall be constituted as follows: reconstituted as follows:
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# Original Article Revised Article Rationale 136.2.1 Four Directors shall be nominated by SBI, (a) Four Directors shall be nominated by SBI (“SBI Please also note that the including the CEO (“SBI Nominee Directors”). Nominee Directors”), including the CEO, such change in Article 136.2 (a) Out of the four SBI Nominee Directors one SBI Nominee Directors shall be appointed and is not aligned with clause Director shall be appointed on a non-rotational serve as such in terms of the State Bank of India 3.2.1 (a) of the Closing basis; Act, 1955; SHA pursuant to section 136.2.2 Two Directors shall be nominated by IAG (b) One Director shall be nominated by Napean 35A of the SBI Act, 1955. Shareholder (“IAG Nominee Directors”), and (“Napean Nominee Director”) on and from the one such IAG Nominee Director being appointed Napean Closing Date and till it holds at least ten on a non-rotational basis; and percent of the Share Capital; and 136.2.3 The Company shall have a maximum of four (c) Five Independent Directors. The nomination and Independent Directors. The Nomination and remuneration committee of the Company shall Remuneration Committee of the Company shall nominate candidates for appointment as nominate candidates for appointment as Independent Directors and consequently, the Independent Directors and the Board shall Board shall appoint such directors in accordance appoint such nominees as the Independent with the Act. Directors. Independent Directors shall hold office (d) The Board, shall at all times, comprise of at least in accordance with the periods prescribed under one Woman director. In case the Board does not the Companies Act, 2013. have at least one woman Director, the 136.2.4 The Board, shall at all times, comprise of at least Nomination and Remuneration Committee of 1 (one) Woman director. In case the Board does the Company shall nominate a Woman candidate not have at least 1 (one) woman Director, the as an Independent Director of the Company. Nomination and Remuneration Committee of the Articles 136.2 substituted vide Special Resolution Company shall nominate a Woman candidate as passed at Extra- Ordinary General Meeting held on 7th an Independent Director of the Company. January 2018 Articles 136.2 substituted vide Special Resolution 136.3 As set out in Article 67.3, it is clarified that upon passed at Extra- Ordinary General Meeting held on Napean’s Shareholding falling below ten 7th January 2018. percent, it shall cease to be entitled to nominate Directors and from such time, any Director nominated by Napean shall cease to be a Director, and all relevant steps required for giving effect to such cessation of directorship shall be duly undertaken.
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# Original Article Revised Article Rationale 136.3 Each Shareholder shall exercise its voting rights 136.4 Each Shareholder shall exercise its voting rights in relation to all the Shares held by it and/or its in relation to all the Shares held by it and/or its Affiliates / Replacements at any meeting of the Affiliates / Replacements at any meeting of the Shareholders called for the purpose of filling Shareholders called for the purpose of filling positions on the Board or in any written consent positions on the Board or in any written consent of Shareholders executed for such purpose and of Shareholders executed for such purpose to shall take all other actions necessary to ensure ensure the appointment of the Independent the appointment of the Independent Directors, Directors, Napean Nominee Director and the IAG Nominee Directors and the SBI Nominee SBI Nominee Directors, as applicable. Directors. 136.5 Subject to the provisions of Section 35A of the 136.4 If at any time the Ownership Percentages of SBI State Bank of India Act, 1955, SBI’s right to and/or IAG Shareholder increases or decreases, appoint SBI Nominee Directors under these then subject to Applicable Law (including the Articles and the appointment of the SBI Control Guidelines), the Board shall promptly Nominee Directors in pursuance thereof, shall (and in any event, at the next Board Meeting be valid and effective notwithstanding anything which shall be convened no later than ninety to the contrary contained in the Act or in any Business Days following such change in other law for the time being in force and any Ownership Percentage of SBI and/or IAG provision regarding share qualification, age Shareholder) reconstitute the Board to reflect the limit, number of directorships, removal from proportionate change in the Ownership office and such like conditions contained in Percentages of SBI and IAG Shareholder in the such law shall not apply to any SBI Nominee Company. Provided however that so long as Director. SBI’s Ownership Percentage is more than that of IAG’s Ownership Percentage, SBI shall have the right to appoint atleast one SBI Nominee Director more than the total number of IAG Nominee Directors on the Board at that time.
40. N/A Appointment of Additional Director Inserted to ensure (Article 136A) compliance with Sections 149 and 161 of the Companies Act, 2013.
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# Original Article Revised Article Rationale Subject to the provisions of Sections 149 and 161 of the Act, the Board shall have power to appoint, at any time, a person as an additional Director and such additional Director shall hold office up to the date of the next Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier, unless the appointment of such additional Director is regularized at a General Meeting prior to the expiry of his term of appointment.
41. Appointment of Alternate Director Appointment of Alternate Director Aligned with clause 3.7 of (Article 137) (Article 137) the Closing SHA.
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# Original Article Revised Article Rationale The Board shall appoint an Alternate Director who is The Board shall appoint an Alternate Director who is recommended for such appointment by a Director (an recommended for such appointment by a Director (an “Original Director”) to act for such Director during “Original Director”) to act for such Director during such Director’s absence An Alternate Director appointed such Director’s absence in accordance with the Act. An under this Article shall not hold office for a period longer Alternate Director appointed under this Article shall not than that permissible to the Original Director in whose hold office for a period longer than that permissible to place he has been appointed and shall vacate office if and the Original Director in whose place he has been when the Original Director returns. If the term of office appointed and shall vacate office if and when the of the Original Director elapses before he returns, any Original Director returns. If the term of office of the provisions in the Act and in these Articles for the Original Director elapses before he returns, any automatic reappointment of any retiring Director, in provisions in the Act and in these Articles for the default of another appointment, shall apply to the automatic reappointment of any retiring Director, in Original Director and not to the Alternate Director. An default of another appointment, shall apply to the act of Alternate Director acting for the Original Director Original Director and not to the Alternate Director. An will be deemed to be the act of the Original Director. act of Alternate Director acting for the Original Director Upon the appointment of the Alternate Director, the will be deemed to be the act of the Original Director. Company shall ensure compliance with the provisions of Upon the appointment of the Alternate Director, the the Act, including by filing necessary forms with the Company shall ensure compliance with the provisions of relevant registrar of companies. The Alternate Director the Act, including by filing necessary forms with the shall be entitled to receive notice of a Board Meeting or relevant registrar of companies. The Alternate Director meeting of a committee thereof, along with all relevant shall be entitled to receive notice of a Board Meeting or papers in connection therewith in terms of Article 165 meeting of a committee thereof, along with all relevant hereof and to attend and vote thereat in place of the papers in connection therewith in terms of Article 165 Original Director and generally to perform all functions hereof and to attend and vote thereat in place of the of the Original Director in his absence. Original Director and generally to perform all functions of the Original Director in his absence. 42. Remuneration of Directors Deleted This Article has been (Article 139) deleted to align with provisions of the Closing SHA.
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# Original Article Revised Article Rationale A Director of the Company (other than Nominee Directors appointed by SBI & IAG) shall be entitled to be paid out of the funds of the Company by way of remuneration for his service by way of sitting fee, such sum not exceeding the amount prescribed under Section 310 of the Act from time to time, as applicable for each meeting of the Board or Committee of the Board attended by him, as may be decided by the Board from time to time. 43. Travelling Expenses incurred by Director not a Travelling Expenses incurred by Director not a The deleted portion of bonafide resident or by Director going out on a bonafide resident or by Director going out on a Article 140 enabled the Company’s business Company’s business Board to pay for travel (Article 140) (Article 140) expenses incurred by the directors other than the The Board may allow and pay to any Director (other than If any Director be called upon to go or reside out of the nominee directors. This Nominee Directors appointed by SBI & IAG), who is not ordinary place of his residence on the Company’s has been deleted as the a bonafide resident of place where meetings of the Board business, he shall be entitled to be reimbursed any articles already provide are ordinarily held and who shall come to such place for travelling or other expenses incurred in connection with for the costs and expenses the purpose of attending any meeting, such sum as the business of the Company. Any such reimbursement of directors other than Board may consider fair compensation for travelling, shall be as per the policy approved by the Board. nominee directors (i.e. boarding, lodging and other expenses, in addition to his Independent Directors). fee of attending such meeting as above specified. If any Director be called upon to go or reside out of the ordinary place of his residence on the Company’s business, he shall be entitled to be reimbursed any travelling or other expenses incurred in connection with business of the Company. Any such reimbursement shall be as per the policy approved by the Board.
44. Retirement and Rotation of Directors Retirement and Rotation of Directors Changes have been made (Article 153) (Article 153) pursuant to section 35A of the SBI Act, 1955.
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# Original Article Revised Article Rationale At every Annual General Meeting of the Company, one At every Annual General Meeting of the Company, one- Please also note that the third of such of the Directors for the time being as are third of such of the Directors for the time being as are change in Article 153 is liable to retire by rotation or if their number is not three liable to retire by rotation (other than the SBI Nominee not aligned with clause or a multiple of three, the number nearest to one third Directors) or if their number is not three or a multiple of 3.2.1 (a) of the Closing shall retire from office. three, the number nearest to one-third shall retire from SHA, pursuant to section office. It is clarified that the SBI Nominee Directors 35A of the SBI Act, 1955. shall not be taken into account for computing the number of Directors liable to retire by rotation.
45. Notice of candidate for office of Director except in Right of Persons Other than Retiring Directors to Changes have been made certain cases Stand for Directorship to align with the (Article 156) (Article 156) provisions of Article 153 and Article 154 of the 156.1 No person not being a Retiring Director, shall be 156.1 A person who is not a retiring Director in terms restated Articles and in eligible for appointment to the Office of Directors at any of Articles 153 and 154 and Section 160 of the accordance with Section General Meeting unless he or some member intending to Companies Act, 2013 shall be eligible for 160 of the Companies Act, propose him has, not less than fourteen days before the appointment to the office of a Director at any 2013. meeting, left at the office of the Company a notice in General Meeting, if he, or some Member writing under his hand signifying his candidature for the intending to propose him as a Director, has, not office of Director or the intention of such member to less than fourteen days before the General prosecute him as a candidate for the office along with a Meeting, left at the Office, a notice in writing deposit of five hundred rupees which shall be refunded under his hand signifying his candidature as a to such person or, as the case may be, to such member if Director or, as the case may be, the intention of the person succeeds in getting elected as a Director. such Member to propose him as a candidate for 156.2. Every person (other than a Director retiring by that office, along with the deposit of Rs. one rotation or otherwise or a person who has left at the office lakh or such higher amount as may be prescribed of the Company a notice under Section 257 of the Act under the Act which shall be refunded to such signifying his candidature for the office of the Director) person or, as the case may be, to the Member, if proposed as a candidate for the office of a Director shall the person proposed gets elected as a Director or sign and file with the Company, the consent in writing to gets more than twenty five percent of total valid act as a Director, if appointed. votes cast either on show of hands or on poll on such resolution
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# Original Article Revised Article Rationale 156.3 A person other than a Director re-appointed after 156.2 The Company shall inform its Members of the retirement by rotation or immediately on expiry of his candidature of a person for the office of Director term of office, or an Additional or Alternate Director or under this Article in such manner as may be a person filling casual vacancy in the office of a Director prescribed under the Act. under Section 262 of the Act, appointed as a Director or re-appointed as an Additional or Alternate Director, immediately on the expiry of his term of office shall not act as a Director of the Company, unless he has within thirty days of appointment signed and filed with the Registrar his consent in writing to act as such Director.
46. Appointment of Chief Executive Officer and Deputy Appointment of Chief Executive Officer and Deputy Revisions have been made Chief Executive Officer Chief Executive Officer pursuant to clauses 6.1 and (Article 160) (Article 160) 6.5 of the Closing SHA. 160.1 Subject to the terms and conditions of these Articles, SBI shall have the right to nominate and 160.1 Subject to the terms and conditions of these the Board shall appoint SBI’s nominee as the Articles, SBI shall have the right to nominate and CEO and IAG Shareholder shall have the right to the Board shall appoint SBI’s nominee as the CEO nominate and the Board shall appoint IAG and SBI shall have the right to nominate and the Shareholder’s nominee as the Deputy CEO and Board shall appoint SBI’s nominee as the Deputy his/her Replacement. It is clarified that such CEO. SBI shall also have the right to nominate the appointment of IAG Shareholder’s nominee as replacements of the CEO and Deputy CEO. the Deputy CEO shall always be subject to the 160.2 The Board of Directors shall, subject to the approval of the Board. In the event the Board provisions of the Act and its superintendence, disapproves a nominee or its Replacement control and directions under Article 186, entrust appointed by IAG Shareholder for the position of to and confer upon the CEO powers of Deputy CEO, the IAG Shareholder shall have the management exercisable by him. right to nominate another Person in his place for the Board’s approval.
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# Original Article Revised Article Rationale 160.2 The Board of Directors shall, subject to the 160.3 The CEO and the Deputy CEO shall be provisions of the Act and its superintendence, appointed for a period of two years from the control and directions under Article 186, entrust date of their appointment or for such other to and confer upon the CEO powers of period as may be approved by the Board, management exercisable by him. provided that SBI shall have the right to replace 160.3 The Remuneration of the Deputy CEO payable any Person nominated by it for the position of by the Company shall be not more than eighty CEO or Deputy CEO and appoint another per cent of the Remuneration paid to the CEO by Person in his place. the Company. It being clarified that the payment 160.4 Any appointments, re-appointments, removals of Remuneration to the CEO and Deputy CEO of the CEO, the Deputy CEO and Key by the Company shall be without prejudice to Management Personnel pursuant to this Article any benefits or remuneration that the CEO and 160 will be subject to the provisions and Deputy CEO may receive from SBI and/ or its requirements of Applicable Laws and to the Affiliates or IAGL or IAG Shareholder or any of receipt of any required Approvals, including their Affiliates, as the case may be. Provided prior approval of the Authority for the position however, if the CEO and/or the Deputy CEO of CEO or the lapse of any applicable waiting appointed is an external third party the periods, by, and making of notifications to, any compensation payable by the Company to such relevant Governmental Authority. SBI shall CEO and/or Deputy CEO shall be market-based, make all filings with, give all notices to, and consisting of a fixed amount and a bonus. The take any other actions in respect of, any compensation payable by the Company to such Governmental Authority, in order to obtain any CEO and/or Deputy CEO shall be approved by required regulatory approvals or the Approvals the Board as per the approved compensation or permit the lapse of any applicable waiting policy of the Company. The Board shall review, periods as soon as practicable. from time to time, the compensation package and strategy for such CEO and/or Deputy CEO in the context of the prevailing Indian market standards and in accordance with Applicable Law.
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# Original Article Revised Article Rationale 160.4 The CEO and the Deputy CEO shall be appointed for a period of two years from the date of their appointment or for such other period as may be approved by the Board. Provided however that SBI shall have the right, without requiring the consent of the IAG Shareholder, to replace any Person nominated by it for the position of CEO and appoint another Person in his place.
160.5 Any appointments, re-appointments, removals of the Managing Director & CEO, the Deputy CEO and Key Management Personnel pursuant to this Article 160 will be subject to the provisions and requirements of any applicable regulatory laws and to the receipt of any required Approvals, or the lapse of any applicable waiting periods, by, and making of notifications to, any relevant Governmental Authority. Each Original Shareholder shall make all filings with, give all notices to, and take any other actions in respect of, any Governmental Authority, in order to obtain any required regulatory approvals or the Approvals or permit the lapse of any applicable waiting periods as soon as practicable.
47. Notice of Meetings Notice of Meetings Revisions have been made (Article 165) (Article 165) pursuant to clause 4.2 of 165.1 Notice the Closing SHA. 165.1 Notice
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# Original Article Revised Article Rationale 165.1.1 Not less than fifteen Business Days prior to the (a) Not less than eight Business Days prior to the scheduled Board Meeting, the Secretary or the CEO will scheduled Board Meeting, the Secretary or the issue a notice convening the meeting and specifying the CEO will issue a notice convening the meeting date, time and a written agenda for such meeting. The and specifying the date, time and a written agenda written agenda provided by the Secretary shall ensure for such meeting. The written agenda provided by that sufficient information is included with such notice to the Secretary shall ensure that sufficient enable each Director to make an informed decision on the information is included with such notice to enable issue in question at such meeting. Any items (other than each Director to make an informed decision on the Affirmative Vote Matters) which are not stated in the issue in question at such meeting. Any items agenda shall only be taken up in the meeting of the Board (other than Affirmative Vote Matters) which are with the unanimous consent of the Directors present and not stated in the agenda shall only be taken up in voting at that Board Meeting. Any Affirmative Vote the meeting of the Board with the unanimous Matters which are not stated in the agenda shall be taken consent of the Directors present and voting at that up in the meeting of the Board only with the prior written Board Meeting. Any Affirmative Vote Matters consent of at least one SBI Nominee Director and one which are not stated in the agenda shall be taken IAG Nominee Director. up in the meeting of the Board only with the prior written consent of at least one SBI Nominee 165.1.2 The notice period specified in this Article may Director. be reduced with the written consent of all of the IAG Nominee Directors and the SBI Nominee Directors. (b) The notice period specified in this Article may be reduced with the written consent of all of the SBI Nominee Directors.
48. Quorum Quorum Revisions have been made (Article 166) (Article 166) pursuant to clause 4.3 of the Closing SHA.
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# Original Article Revised Article Rationale The quorum for a Board Meeting, duly convened and The quorum for a Board Meeting, duly convened and held, shall be four Directors such that: (a) at least one held, shall (a) include at least one SBI Nominee IAG Nominee Director and one SBI Nominee Director Director, present at the commencement of and are present at the commencement of and throughout the throughout the relevant Board Meeting; (b) the total relevant Board Meeting and (b) the total number of SBI number of SBI Nominee Directors present at the Nominee Directors present at the beginning of, and beginning of, and throughout such meeting, shall be throughout such meeting, shall be more than the total more than the total number of nominee Directors of any number of IAG Nominee Directors present at such other Shareholders present at such meeting; and (c) meeting. such number of independent directors are present at the Adjournment of Meeting for want of Quorum Board Meeting as required under the Act. (Article 167) Adjournment of Meeting for want of Quorum (Article 167) If the aforesaid quorum is not present within one hour from the time set for the meeting (“Original Board If the aforesaid quorum as set out in Article 166 is not Meeting”), the meeting shall be adjourned to such time present within one hour from the time set for the or place within seven to ten Business Days from the date meeting (“Original Board Meeting”), the meeting of the Original Board Meeting (or earlier if at least one shall be adjourned to such time or place within seven to SBI Nominee Director and one IAG Nominee Director ten Business Days from the date of the Original Board agree in writing) (“Adjourned Board Meeting”). If a Meeting (or earlier if at least one SBI Nominee Director valid quorum is not present at such Adjourned Board agrees in writing) (“Adjourned Board Meeting”). If a Meeting within one hour from the time set for the valid quorum is not present at such Adjourned Board meeting, quorum shall be constituted in accordance with Meeting within one hour from the time set for the the provisions of the Companies Act, 2013 as required meeting, quorum shall be constituted in accordance with per the Control Guidelines. the provisions of the Act.
49. Chairman Chairman Revisions have been made (Article 169) (Article 169) pursuant to clause 3.6 of the Closing SHA.
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# Original Article Revised Article Rationale The Chairman of SBI or a Director nominated by SBI The Chairman of the Board shall be the Chairman of SBI The provisions pertaining shall be the Chairman of the Board (“Chairman”). or a Director nominated by SBI (“Chairman”), to casting vote of the Provided however that if the Chairman is unable to be provided that if the Chairman is unable to be present and Chairman have been present and preside over any meeting of the Board, SBI preside over any Board Meeting or General Meeting, deleted to avoid repetition shall be entitled to nominate any other Director to preside one of the SBI Nominee Directors shall preside over as it is already covered in over the meetings of the Board. The Chairman shall not Board Meetings as the chairman for such Board Article 112 of the restated have a second or casting vote in the event of equality of Meetings. articles. votes at a Board Meeting or pursuant to an action by circular resolution. Role of Chairman Role of Chairman (Article 170) (Article 170) The role of the Chairman shall be as follows: 170.1 to actively co-ordinate on various policy matters a) to actively co-ordinate on various policy matters with with SBI; the Original Shareholders; 170.2 to help develop a consensus on the issues where b) to help develop a consensus on the issues where differences may arise among the Shareholders; differences may arise between the Original 170.3 to chair all Board Meetings and General Shareholders; Meetings; and c) to chair all Board Meetings and General Meetings; 170.4 to help align strategic interests of SBI towards the and business objectives of the Company. d) to help align strategic interests of the Original Shareholders towards the business objectives of the Company. 50. Quorum at Committee Meetings Quorum at Committee Meetings Revisions have been made (Article 174) (Article 174) pursuant to clause 3.8.2 of the Closing SHA.
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# Original Article Revised Article Rationale Every committee and sub-committee of the Board shall Every committee and sub-committee of the Board shall include at least one IAG Nominee Director and one SBI include at least one SBI Nominee Director provided Nominee Director provided however that in case of however that in case of committees and sub-committees committees and sub-committees (other than those (other than those requiring a majority of Independent requiring a majority of Independent Directors under Directors under Applicable Law) SBI shall nominate Applicable Law) SBI shall nominate such number of such number of Directors such that the number of SBI Nominee Directors such that the number of SBI Nominee Nominee Directors on the committees and sub- Directors on the committees and sub-committees shall be committees shall at all times be one more than the one (1) more than the number of IAG Nominee Directors number of nominee Directors of any other Shareholder on such committee or sub-committee. No quorum at any on such committee or sub-committee. No quorum at any meeting of such committee or subcommittee shall be meeting of such committee or subcommittee shall be validly constituted unless at least one IAG Nominee validly constituted unless (i) at least one SBI Nominee Director and one SBI Nominee Director are present at the Director is present at the commencement of such commencement of such meeting and throughout its meeting and throughout its proceedings, and (ii) in case proceedings, and in case of committees and sub- of committees and sub-committees other than those committees other than those requiring a majority of requiring a majority of Independent Directors under Independent Directors under Applicable Law, the total Applicable Law, the total number of SBI Nominee number of SBI Nominee Directors present at the Directors present at the beginning of, and throughout beginning of, and throughout such meeting, is more than such meeting, is more than the total number of nominee the total number of IAG Nominee Directors present at the Directors or any other Shareholder present at the beginning of, and throughout such meeting. No beginning of, and throughout such meeting. No Affirmative Vote Matter shall be deemed to be passed by Affirmative Vote Matter shall be deemed to be passed any committee and/or sub-committee unless approved by by any committee and/or sub-committee unless one IAG Nominee Director and one SBI Nominee approved by one SBI Nominee Director. Director.
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# Original Article Revised Article Rationale 51. 175. Investment Committee 175. Investment Committee Insertions have been made (Article 175) (Article 175) to ensure compliance with Indian Insurance 175.1 The Board shall form an investment committee 175.1 The Board shall form an investment committee Companies (Foreign (“Investment Committee”) comprised of at least (“Investment Committee”) comprised of at Investment) Rules, 2015 three members, each of whom shall be a non- least three members, each of whom shall be a as amended and/or executive Director. The chairman of the non-executive Director. The chairman of the modified from time to Investment Committee shall be a SBI Nominee Investment Committee shall be a SBI Nominee time. Director. Director. 175.2 The Investment Committee shall be responsible 175.2 The Investment Committee shall be responsible for the investments made by the Company, for the investments made by the Company, ensuring that all investments made by the ensuring that all investments made by the Company are in accordance with the Insurance Company are in accordance with the Insurance Act, Insurance Regulatory and Development Act, Insurance Regulatory and Development Authority (Investment) Regulations, 2000 as Authority of India (Investment) Regulations, amended and/or modified from time to time and 2016 and Indian Insurance Companies (Foreign any other notifications and/or circulars issued by Investment) Rules, 2015 as amended and/or the Authority from time to time. The modified from time to time and any other Shareholders agree that they shall cause the notifications and/or circulars issued by the Directors nominated by them to cause the Authority from time to time. The Shareholders Company to make investments only in agree that they shall cause the Directors circumstances where such investments are in nominated by them to cause the Company to compliance with all Applicable Laws. make investments only in circumstances where such investments are in compliance with all Applicable Laws.
52. Audit Committee Audit Committee Revisions have been made (Article 176) (Article 176) pursuant to clause 3.10 of the Closing SHA. 176.1. The Board shall form an audit committee (“Audit 176.1. The Board shall form an audit committee (“Audit Committee”) comprised of at least three Committee”) comprised of at least three members, each of whom shall be a non-executive members, each of whom shall be a non- Director. executive Director.
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# Original Article Revised Article Rationale 176.2. The Audit Committee shall perform its activities 176.2. The Audit Committee shall perform its activities through a delegation from the Board. Within the through a delegation from the Board. Within the framework of the delegation of the Board, the framework of the delegation of the Board, the Audit Committee members shall be responsible Audit Committee members shall be responsible to the Board, with whom they, as Directors, shall to the Board, with whom they, as Directors, shall share a collective responsibility regarding the share a collective responsibility regarding the governance of the Company to Shareholders. governance of the Company to Shareholders. 176.3. The role of the Audit Committee is to assist the 176.3. The role of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities in Board in fulfilling its oversight responsibilities respect of: in respect of: a) the integrity of financial statements and of all a) the integrity of financial statements and of all disclosed key non-financial information. This disclosed key non-financial information. This includes the consistent application of accounting includes the consistent application of accounting principles (and changes therein) and the quality of principles (and changes therein) and the quality internal control over financial and management of internal control over financial and reporting; management reporting; b) the appointment of an independent auditor and b) the appointment of an independent auditor and determination of the compensation for the determination of the compensation for the services provided to the Company thereby; services provided to the Company thereby; c) the quality of the external audit process and the c) the quality of the external audit process and the performance, quality and independence of the performance, quality and independence of the Company’s independent auditor; Company’s independent auditor; d) reviewing periodically, with the Company’s d) reviewing periodically, with the Company’s counsel, any legal matter that could have a counsel, any legal matter that could have a significant impact on the Company’s financial significant impact on the Company’s financial statements; statements; e) the performance and quality of the internal e) the performance and quality of the internal control system; control system; f) the performance and quality of the internal audit f) the performance and quality of the internal audit function; function; g) the performance and quality of the risk g) the performance and quality of the risk management system; and management system; and
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# Original Article Revised Article Rationale h) the performance and quality of the processes through h) the performance and quality of the processes through which compliance with Applicable Laws is which compliance with Applicable Laws is monitored. monitored. 176.4 The Audit Committee has the authority and the 176.4 The Audit Committee has the authority and the duty to obtain and use adequate means, including duty to obtain and use adequate means, financial means, in order to perform its role. The including financial means, in order to perform regular reporting of the Audit Committee to the its role. The regular reporting of the Audit Board of Directors includes reporting on Audit Committee to the Board of Directors includes Committee activities. reporting on Audit Committee activities. 176.5 The Audit Committee, as a group, shall have the 176.5 The Audit Committee, as a group, shall have the appropriate knowledge and experience, financial appropriate knowledge and experience, and otherwise, to perform its role. Its financial and otherwise, to perform its role. Its composition does not affect the possibility of composition does not affect the possibility of inviting other people to its meetings, if inviting other people to its meetings, if appropriate and necessary. appropriate and necessary. 176.6 The role, function and obligations of the Audit 176.6 The role, function and obligations of the Audit Committee shall be set forth in the Audit Committee shall be set forth in the Audit Committee charter (the “Audit Committee Committee charter (the “Audit Committee Charter”) adopted by the Board of Directors in Charter”) adopted by the Board of Directors in accordance with the provisions hereof. accordance with the provisions hereof. 176.7 Changes to the Audit Committee Charter may be 176.7 Changes to the Audit Committee Charter may be made only by the Board of Directors and may be made only by the Board of Directors and may be made at any time. In addition, the Audit made at any time. In addition, the Audit Committee Charter shall be reviewed by the Committee Charter shall be reviewed by the Audit Committee and presented to, and approved Audit Committee and presented to, and by the Board once every year. approved by the Board once every year. 176.8 Each Party shall receive copies of all 176.8 SBI shall receive copies of all communications communications issued by the Audit Committee issued by the Audit Committee and may and may participate in any investigations and participate in any investigations and inquiries inquiries conducted by the Audit Committee. conducted by the Audit Committee
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# Original Article Revised Article Rationale 53. Sitting Fees Sitting Fees Revisions have been made (Article 182) (Article 182) pursuant to clause 4.6 of the Closing SHA and the The SBI Nominee Directors and IAG Nominee Directors The SBI Nominee Directors and the Napean Nominee change in the capital shall not be paid sitting fees for attending Board Meetings Director shall not be paid sitting fees for attending structure of the Company. and costs of attendance of such Directors at Board Board Meetings and costs of attendance of such Meetings (including costs of airfare, hotel Directors at Board Meetings (including costs of airfare, accommodation and local transportation) shall be borne hotel accommodation and local transportation) shall be by SBI and IAG Shareholder, respectively. borne by SBI and Napean, respectively. Notwithstanding the aforesaid, the Independent Directors Notwithstanding the aforesaid, the Independent shall be paid sitting fees, the quantum thereof shall be Directors shall be paid sitting fees, the quantum thereof decided by the Board, in accordance with the provisions shall be decided by the Board, in accordance with the of the Companies Act, 2013. provisions of the Act.
54. Telephonic Participation Telephonic Participation Revisions have been made (Article 183) (Article 183) pursuant to clause 4.7 of the Closing SHA. Subject to the same being permitted by Applicable Law, Subject to the same being permitted by Applicable Law, Board Meetings may be held by video conferencing but Board Meetings may be held by video conferencing but the quorum and other requirements applicable to Board the quorum and other requirements applicable to Board Meetings shall apply to such meetings as well. Subject to Meetings shall apply to such meetings as well. Subject provisions of the Act, the Directors may participate in to provisions of the Act, the Directors may participate in Board Meetings by telephone or video conferencing or Board Meetings by telephone or video conferencing or any other means of contemporaneous communication, any other means of contemporaneous communication, provided each Person taking part in the meeting is able to provided each Person taking part in the meeting is able hear every other Person taking part and provided further to hear every other Person taking part and provided that each Director must acknowledge his presence for the further that each Director must acknowledge his purpose of the meeting and any Director not doing so presence for the purpose of the meeting and any Director shall not be entitled to speak or vote at the meeting. The not doing so shall not be entitled to speak or vote at the Parties acknowledge, however, that as of the date hereof, meeting. the Act does not presently deem such participation to constitute presence “in person” for purposes of quorum.
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# Original Article Revised Article Rationale 55. Director’s Liabilities Director’s Liabilities Inserted pursuant to (Article 184) (Article 184) Section 35A of the SBI Act, 1955. To the extent permitted by Applicable Law, the Directors To the extent permitted by Applicable Law, the shall not be personally liable for any acts or Directors shall not be personally liable for any acts or omissions of the Company. omissions of the Company. Pursuant to Section 35A of the State Bank of India Act, 1955, the SBI Nominee Directors shall not incur any obligation or liability by reason only of such person being a Director or for anything done or omitted to be done in good faith in the discharge of his duties as a Director or anything in relation thereto.
56. N/A Intellectual Property Inserted in accordance (Article 193A) with clauses 11 and 14.5 of the Closing SHA 193A. All Intellectual Property created by the Company independently of (i) any know-how provided by SBI; or (ii) resulting from any material modifications to know-how provided by SBI; shall be owned and used by the Company. The Company shall, if requested by SBI, on a royalty free basis license the use of such Intellectual Property to any member of the SBI Group, which does not compete with the Business in the Territory. 193B. Any license to SBI Life to use any Intellectual Property created by the Company shall require the prior written consent of the Board, which consent shall not be unreasonably withheld.
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# Original Article Revised Article Rationale 193C. The Company shall take reasonable actions at all times to protect the Company's Intellectual Property rights, including without limitation registering all its trademarks, brand names, copyrights and domain names, safeguarding all its inventions, discoveries, know-how, trade secrets, and other Confidential Information, and, where deemed appropriate by the Company, filing for patent protection.
57. Books and Records Books and Records Revisions have been made (Article 203) (Article 203) pursuant to clause 14.2 of the Closing SHA. 203.1 The Company shall keep proper, complete and 203.1 The Company shall keep proper, complete and accurate books of account in Rupees in accurate books of account in Rupees in accordance with Indian generally accepted accordance with Indian generally accepted accounting principles. The Company undertakes accounting principles. to provide all assistance that IAG Shareholder or 203.2 Statutory Auditors shall be appointed by the IAGL may require for any statutory filings to be Company on a nomination by SBI. The statutory made by IAG Shareholder or its parent/group auditors shall preferably be from the big four companies (including, IAGL) in the respective audit firms or such other audit firms as may be jurisdiction of their incorporation and/or listing. acceptable to SBI. 203.2 Statutory Auditors shall be appointed by the Company on a nomination mutually agreed upon by the Shareholders. The statutory auditors shall preferably be from the big four audit firms or such other audit firms as may be agreed between the Shareholders. 58. Notices Notices Revisions have been made (Article 231) (Article 231) pursuant to clause 27.1 of the Closing SHA.
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# Original Article Revised Article Rationale Notwithstanding anything contained in Articles 223 to Notwithstanding anything contained in Articles 223 to Please note that the 230 above, each notice, demand or other communication 230 above, each notice, demand or other communication consequential changes to given or made under these Articles shall be in writing and given or made under these Articles shall be in writing the particulars of the delivered or sent to the relevant Shareholder at its address and delivered or sent to the relevant Shareholder or the addresses and the names or fax number set out below (or such other address or fax Company at its address or email address set out below of the parties have not number as the addressee has by five Business Days prior (or such other address or email address as the addressee been included in this table. written notice specified to the other Parties). Any notice, has by five Business Days prior written notice specified demand or other communication given or made by letter to the other Shareholders and the Company). Any notice, between countries shall be delivered by courier. Any demand or other communication given or made by letter notice, demand or other communication so addressed to between countries shall be delivered by courier. Any the relevant Shareholder shall be deemed to have been notice, demand or other communication so addressed to delivered (a) if delivered in person or by courier, when the relevant Shareholder or the Company shall be proof of delivery is obtained by the delivering deemed to have been delivered (a) if delivered in person Shareholder; (b) if sent by registered post within the same or by courier, when proof of delivery is obtained by the country, on the tenth Business Day following posting and delivering Shareholder or the Company; (b) if sent by if sent by registered post to another country, on the registered post within the same country, on the tenth day twentieth Business Day following posting; (c) if given or following posting and if sent by registered post to made by fax, upon dispatch and the receipt of a another country, on the twentieth day following posting; transmission report confirming dispatch above. and (c) if sent by email, on the receipt of the email by the recipient.
59. N/A Consequences of the Company not obtaining a Revisions have been made Renewal of its License from the IRDAI pursuant to clause 22.1 of (Article 231A) the Closing SHA. If at any time the Company’s Certificate of Registration is not renewed by the IRDAI for any reason, then after one year from the date on which the previous Certificate of Registration expired, the Company shall be wound up in accordance with Applicable Law, unless the Shareholders and the Company mutually agree otherwise.
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# Original Article Revised Article Rationale 60. Deadlock Resolution Deleted This Article has been (Article 237) deleted to align the same with the Closing SHA. For the purposes of this Article 237, a deadlock (“Deadlock”) shall be deemed to have occurred in the event any Affirmative Vote Matters fails to be adopted or approved (i) by the Board at two consecutive Board Meetings, and (ii) in a General Meeting, if such Affirmative Vote Matter is submitted to the Original Shareholders for approval pursuant to Article 133, at two consecutive shareholders’ meetings held in accordance with these Articles; (provided, that such consecutive Board Meetings or Shareholders’ meetings, as the case may be, shall be convened and held no less than thirty Business Days from one another and shall include Adjourned Shareholder Meetings), because, either (x) the SBI Nominee Directors or the IAG Nominee Directors have not voted in favour of, or have abstained from voting in respect of, such Affirmative Vote Matter, or (y) there occurs a failure to reach the required quorum or majority at such Board Meeting(s) and/or Shareholders’ meeting(s). Failure by an Original Shareholder to convene (or cause to be convened) a Board Meeting or Shareholders’ meeting in accordance with Applicable Law, the Memorandum of Association and these Articles, and/or the provisions of the J.V. Agreement, shall be deemed as not voting in favour of such Affirmative Vote Matter to be discussed at the meeting which such Original Shareholder failed to convene.
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# Original Article Revised Article Rationale 237.1 If a Deadlock occurs, the Company shall refer such Deadlock to the ‘Deputy Managing Director, Subsidiaries’ or ‘Managing Director, Subsidiaries’ or any officer designated by Chairman of SBI and CEO, Asia of IAGL or any other officer designated by CEO, Asia of IAGL (the “Mediators”), who shall seek to resolve such Deadlock through discussions and negotiations to be held as soon as practicable after the initial occurrence of such Deadlock, but not later than thirty Business Days from the date of referral of the Deadlock to them (“Mediation”). 237.2 In the event that the Mediators are both in favour of the relevant Affirmative Vote Matter, then each of the Original Shareholders shall cause a Board Meeting or Shareholders’ meeting, as the case may be, to be held without delay, to formally adopt such Affirmative Vote Matter. Each of the Original Shareholders shall ensure that its Nominee Directors, representatives, proxies and agents shall exercise their votes in favour of the proposal approved by the Mediators.
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# Original Article Revised Article Rationale 237.3 In the event that the Mediators are both against the proposed Affirmative Vote Matter or if the Mediators agree that the Deadlock is not of a nature sufficient to threaten the existence of the joint venture relationship between the Parties, then the Parties shall not proceed with the matter which has caused the Deadlock, and the proposed Affirmative Vote Matter and/or Deadlock matter shall be deemed to have been withdrawn, and the other provisions of these Articles shall continue to apply as if no Deadlock had taken place. 237.4 In the event that the Mediators are unable to resolve the Deadlock within thirty Business Days from the date of referral of the Deadlock for Mediation, then a “Deadlock Issue” shall be deemed to exist. 237.5 Immediately upon a Deadlock Issue arising under Article 237.4, the Mediators shall refer the same to the Chairman of SBI and CEO of IAGL (the “Senior Mediators”) who shall seek to resolve the issue and the provisions of Articles 237.1 to 237.3 shall apply mutatis mutandis. If the Deadlock Issue still remain unresolved then the Senior Mediators shall explore a mutually acceptable solution including one Original Shareholder purchasing the Shares of the other Original Shareholder or a Company Sale and Article 60 shall not apply in this event.
61. Arbitration Arbitration Revisions have been made (Article 240) (Article 240) pursuant to clause 28.3 of the Closing SHA.
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# Original Article Revised Article Rationale 240.1 If after the Consultation Period, the Disputant and 240.1 If after the Consultation Period, the Disputant Respondent have failed to reach an amicable and Respondent have failed to reach an amicable settlement under Article 239, the Dispute shall, at settlement under Article 239, the Dispute shall, the request of either the Disputant or the at the request of either the Disputant or the Respondents, be settled by an arbitral panel Respondents, be settled by an arbitral panel consisting of three arbitrators (“Arbitration consisting of three arbitrators (“Arbitration Board”), of which the Disputant and the Board”), of which the Disputant and the Respondent shall each appoint one arbitrator and Respondent shall each appoint one arbitrator the two arbitrators so appointed shall then jointly and the two arbitrators so appointed shall then appoint a third arbitrator, who shall act as the jointly appoint a third arbitrator, who shall act as presiding arbitrator. the presiding arbitrator. 240.2 The arbitration shall be conducted in accordance 240.2 The arbitration shall be conducted in accordance with the (Indian) Arbitration and Conciliation with the (Indian) Arbitration and Conciliation Act, 1996. Act, 1996, as amended from time to time. 240.3 The seat and the place of the arbitration shall be 240.3 The seat and the place of the arbitration shall be Mumbai. The arbitration proceedings shall be Mumbai. The arbitration proceedings shall be conducted in the English language. conducted in the English language. 240.4 The arbitrators shall decide any dispute 240.4 The arbitrators shall decide any dispute submitted by the Disputant and the Respondent submitted by the Disputant and the Respondent to arbitration strictly in accordance with the terms to arbitration strictly in accordance with the of these Articles and the substantive laws of India terms of these Articles and the substantive laws and shall not apply any other substantive law. of India and shall not apply any other Within 20 (twenty) days following the conclusion substantive law. Within 20 (twenty) days of the arbitration hearing, the arbitrators shall following the conclusion of the arbitration prepare and deliver to the Disputant and the hearing, the arbitrators shall prepare and deliver Respondent written findings of fact and to the Disputant and the Respondent written conclusions of law, in each case, prepared in findings of fact and conclusions of law, in each English. case, prepared in English. 240.5 The arbitral award made and granted by the 240.5 The arbitral award made and granted by the Arbitration Board shall be final, binding and Arbitration Board shall be final, binding and incontestable and may be used as a basis for incontestable and may be used as a basis for judgment thereon in India or elsewhere subject to judgment thereon in India or elsewhere subject Applicable Law. to Applicable Law.
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# Original Article Revised Article Rationale 240.6 All costs of arbitration shall be borne equally by 240.6 All costs of arbitration shall be borne equally by the Disputant and the Respondent. The cost of the Disputant and the Respondent. The cost of arbitration, and specifically the fees and expenses arbitration, and specifically the fees and of the arbitrators, shall be shared equally by the expenses of the arbitrators, shall be shared Disputant and the Respondent unless the award equally by the Disputant and the Respondent otherwise provides. unless the award otherwise provides. 240.7 Subject to Applicable Law, none of the 240.7 Subject to Applicable Law, none of the Shareholders shall be entitled to commence or Shareholders shall be entitled to commence or maintain any action in a court of law upon any maintain any action in a court of law upon any matter in dispute arising from or in relation to matter in dispute arising from or in relation to these Articles except for the enforcement of an these Articles except for the enforcement of an arbitral award granted pursuant to this Article arbitral award granted pursuant to this Article 240. 240. 240.8 During the period of submission of arbitration 240.8 During the period of submission of arbitration and thereafter until the granting of the award, the and thereafter until the granting of the award, the Shareholders shall, except in the event of Shareholders shall, except in the event of termination, continue to perform all their termination, continue to perform all their obligations under these Articles without obligations under these Articles (except, if prejudice to a final adjustment in accordance with considered necessary, the obligations which are such award. the subject of the Dispute) without prejudice to 240.9 None of the Shareholders may disclose the a final adjustment in accordance with such existence, content, or results of any arbitration award. hereunder without the prior written consent of 240.9 None of the Shareholders may disclose the each of the others. existence, content, or results of any arbitration 240.10 The Disputant and the Respondent agree that the hereunder without the prior written consent of arbitrators appointed under Article 240.1 shall: each of the others. (a) be a retired chief justice of the Supreme Court of India; or (b) be a practicing senior advocate in India for a period of not less than 15 (fifteen) years; or
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# Original Article Revised Article Rationale (c) be an arbitrator affiliated to any recognized international arbitration body including London Court of International Arbitration, International Chamber of Commerce and United Nations Commission on International Trade Law.
62. N/A Non – Applicability to SPSS Shareholders Inserted to ensure that (Article 243) provisions of the restated Articles (composition of .Notwithstanding anything contained in these Articles, the Board and the provisions of Articles 136.2(d) (Composition of the appointment of Directors Board and appointment of Directors of the Company), of the Company and 64 (Consequences of Change in Control) and 64A consequences of Change (Consequence of an Event of Default) shall not be in Control) are not applicable to the SPSS Shareholders, and any reference applicable to the SPSS to ‘Shareholder’ in such Articles shall be deemed to Shareholders. exclude the SPSS Shareholders.
63. N/A. Conflict with Shareholders Agreement Inserted to ensure that in (Article 244) the event of a conflict between the Articles and If any provisions of these Articles at any time conflict the Closing SHA, the with any provisions of the Shareholders Agreement, provisions of the Closing the Shareholders Agreement shall prevail and the SHA shall prevail. Company and the Shareholders shall whenever necessary exercise all voting and other rights and powers available to them to procure the amendment, waiver or suspension of the relevant provisions of these Articles, as the case may be, to the extent necessary to permit the affairs of the Company to be administered as provided in the Shareholders Agreement.
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and the revised articles set out at Annexure B be and are hereby adopted as the Articles.
RESOLVED FURTHER THAT the board of directors of the Company and Mr. Mahendra Tripathi, Head Compliance, Legal & Company Secretary be and are hereby jointly and severally authorised to take all such steps and actions for the purposes of making all such filings and registrations as may be required in relation to the aforesaid amendment to the Articles and further to do all such acts, deeds, matters and things as may be deemed necessary, incidental and ancillary to give effect to this resolution and the aforesaid resolution, including filing any necessary forms with the registrar of companies and to provide a certified copy of the above resolution to any person, as may be required.”
By order of the board of directors of SBI General Insurance Company Limited
Mahendra Tripathi Company Secretary
Place: Mumbai Date: May 2, 2020
NOTES:
1. Pursuant to the circular dated April 8, 2020 read with the clarifications dated April 13, 2020 issued by Ministry of Corporate Affairs (“ MCA Circular”), the members can attend the extra ordinary general meeting (“Meeting”) by accessing the video conferencing facility in the manner provided herein below. The members of the Company have given their consent to convene the Meeting at a shorter notice through video conferencing.
2. The Company shall conduct the Meeting through video conferencing by using ‘Microsoft Teams application’ and the members are requested to follow the below mentioned instructions for participating in the Meeting through ‘Microsoft Teams application’:
(i) The Company Secretary shall send a meeting invite at the registered email addresses of the persons entitled to attend the Meeting, for joining the Meeting through Microsoft Teams application.
(ii) For joining through laptop/ desktops, the instructions are as follows:
(a) Select ‘Join Microsoft Teams Meeting’ in the meeting invite sent to you on your email address/calendar. Thereafter, a page will be displayed where you can choose to either join on the web or download the desktop app. If you already have the Microsoft Teams app, the meeting will open on the app automatically.
(b) If you do not have a Teams account, select ‘Join as a guest’ and enter your name to join the meeting as a guest. If you have a Teams account, select ‘Sign in and join’.
(iii) For joining through mobile phone/iPads, the instructions are as follows:
(a) For easy and efficient access of the Microsoft Teams meetings (including audio, video, and content sharing) on mobile, it would be advisable to download and install the Microsoft Teams mobile app.
(b) If you have the app, select ‘Join Microsoft Teams Meeting’ in the meeting invite sent on your registered email address to open the app and join the meeting. If you do not have the app, you will be taken to the app store where you can download the same.
(c) If you do not have a Microsoft Teams account, select ‘Join as a guest’ and enter your name to join the meeting as a guest. If you have a Teams account, select ‘Sign in and join’.
(iv) It would be advisable to download and install the app before the meeting starts. It might take a minute or two, depending on your internet connection
(v) Members who need any assistance or clarification while using the video conferencing facility can send an email at ‘[email protected]’ or can call at the helpline number: +91 7045512354.
EGM Notice / SBI General/May 8, 2020
Page 82 of 85 3. The video conferencing facility will be available for login 15 minutes prior to the scheduled time of the Meeting, i.e. 2,00 p.m. on May 8, 2020, and remain available for 15 minutes after the Meeting has ended.
4. Members can, prior to the Meeting, seek technical assistance on the abovementioned helpline number between 11 am to 4 pm from Monday to Friday till the date of the Meeting.
5. If a poll is ordered to be taken by the Chairman or demanded in accordance with Section 109 of the Companies Act, 2013, members can cast their vote during the Meeting by sending an email to ‘[email protected]’ (“Designated Email Address”) from their email addresses registered with the Company.
6. The video conferencing facility allows two-way conferencing and members can pose questions concurrently during the Meeting.
7. Members are also entitled to submit their question(s) prior to the Meeting by sending them to the Designated Email Address from their email addresses registered with the Company.
8. A member entitled to attend and vote at the Meeting is not entitled to appoint a proxy to attend and vote instead of himself. Since the MCA Circular permits the holding of the Meeting through video conferencing and dispenses the physical attendance of the members at the Meeting, there is no requirement for appointment of proxies by the members. Accordingly, the facility of appointment of proxies by the members will not be available for the Meeting.
9. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company, at the Designated Email Address, a certified copy of the board resolution authorizing their representative to attend and vote on their behalf at the Meeting.
10. The explanatory statement as required under section 102 of the Companies Act, 2013, in respect of Item Nos. 1 and 2 is annexed hereto.
11. All documents referred to in the accompanying Notice and the Explanatory Statement have been sent along with this Notice to the registered email addresses of the persons entitled to attend the Meeting and shall also be available electronically on request by sending an email at the Designated Email Address.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 1:
IAG International Pty Limited (“IAG”), Napean Opportunities LLP and the Company entered into a share purchase agreement dated October 16, 2019, pursuant to which IAG transferred 34,501,550 fully paid-up equity shares of the Company to Napean Opportunities LLP.
IAG, Honey Wheat Investment Ltd. and the Company entered into a share purchase agreement dated October 16, 2019, pursuant to which IAG transferred 21,528,450 fully paid-up equity shares of the Company to Honey Wheat Investment Ltd.
Pursuant to the above share transfers on March 27, 2020, IAG ceased to be a shareholder of the Company. Further, the shareholding pattern of the Company has been revised to take into account the shares acquired by Napean Opportunities LLP and Honey Wheat Investment Ltd.
The memorandum of association of the Company is required to be amended and aligned to remove references to IAG and to include the current shareholding pattern of the Company as is legally permissible to be included therein.
Pursuant to Section 13(1) of the Companies Act, 2013, a special resolution of the members is required for alteration of the memorandum of association of the Company. Accordingly, the Board of Directors in its 83rd meeting held on March 27, 2020 recommended amendments to the memorandum of association of the Company for approval of the members.
The resolution at Item No. 1 of the notice is set out as a special resolution for approval by the members in terms of Section 13 of the Companies Act, 2013.
A copy of the memorandum of association of the Company together with the proposed alterations has been circulated along with this Notice on the registered email addresses of the persons entitled to attend the Meeting and shall also be available electronically on request by sending an email at the Designated Email Address.
The directors of the Company or their relatives are not concerned or interested, financial or otherwise, in the resolution set out at Item No. 1.
EGM Notice / SBI General/May 8, 2020
Page 84 of 85 ITEM NO. 2:
IAG International Pty Limited (“IAG”), Napean Opportunities LLP and the Company entered into a share purchase agreement dated October 16, 2019, pursuant to which IAG transferred 34,501,550 fully paid-up equity shares of the Company to Napean Opportunities LLP.
IAG, Honey Wheat Investment Ltd. and the Company entered into a share purchase agreement dated October 16, 2019, pursuant to which IAG transferred 21,528,450 fully paid-up equity shares of the Company to Honey Wheat Investment Ltd.
Pursuant to the aforementioned share transfers, State Bank of India, Axis New Opportunities AIF-I, PI Opportunities Fund – I, Napean Opportunities LLP, Honey Wheat Investment Ltd and the Company entered into a shareholders’ agreement dated March 27, 2020 (“SHA”).
In accordance with Clause 22.2.1 of the SHA, the articles of association of the Company are required to be amended and aligned to incorporate the provisions of the SHA as are legally permissible to be included therein.
Pursuant to Section 14(1) of the Companies Act, 2013, a special resolution of the members is required for alteration of the articles of association of the Company. Accordingly, the Board of Directors in its 83rd meeting held on March 27, 2020 recommended amendments to the articles of association of the Company for approval of the members.
The resolution at Item No. 2 of the notice is set out as a special resolution for approval by the members in terms of Section 14 of the Companies Act, 2013.
A copy of the articles of association of the Company together with the proposed alterations has been circulated along with this Notice on the registered email addresses of the persons entitled to attend the Meeting and shall also be available electronically on request by sending an email at the Designated Email Address.
The directors of the Company or their relatives are not concerned or interested, financial or otherwise, in the resolution set out at Item No. 2.
By order of the board of directors of SBI General Insurance Company Limited
Mahendra Tripathi Company Secretary
Place: Mumbai Date: May 2, 2020 EGM Notice / SBI General/May 8, 2020 Page 85 of 85