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.,.. TATA SSE Limited National Stock Exchange of India Ltd . First Floor, New Trading Ring Exchange Plaza, 5th Floor Rotunda Building, P J Towers Plot No.C/1, G Block Dalal Street,_Fort, Bandra-Kurla Complex Mumbai 400 001 Sandra (East}, Mumbai 400 051 Kind Attn: Mr Khushro A. Bulsara, Kind Attn: Mr Avinash Kharkar, General Manager & Head - Listing Asst. Vice President Compliance & Legal Regulatory Listing and Compliance June 27, 2019 Sc- 15511 Dear Sirs, Re: Notice of the Meeting of the Equity Shareholders of lata Motors Limited to be convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith is the Notice dated June 21 , 2019 for convening the Meeting of the Equity Shareholders of Tata Motors Limited as directed by the Hon'ble National Company Law Tribunal, Mumbai Bench on Tuesday, July 30, 2019 at 1:30 p.m. 1ST at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai- 400020 for the purpose of approving, the proposed Scheme of Arrangement between the Company and Tata Advanced Systems Limited and their respective shareholders and creditors. The Notice is also available on the Company's website at www.tatamotors.com. This is for the information of the exchange and the members. : Yours faithfully, T:::fttors L: rted Hoshang Sethna Company ecretary TATA MOTORS LIMITED Bombay House 24 Homi Mody Street Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22 6665 7799 www.tatamotors.com CIN L28920MH 1945PLC004520 G TATA TATA MOTORS LIMITED Corporate Identification No. (CIN)L28920MH1945PLC004520 - Registered Office: Bombay House, 24, Homi Mody Street, Mumbai - 400 001 Tel: +91 22 6665 8282 E-mail: [email protected] Website: www.tatamotors.com MEETING OF THE EQUITY SHAREHOLDERS OF TATA MOTORS LIMITED CONVENED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH NOTICE TO EQUITY SHAREHOLDERS Day Tuesday Date July 30, 2019 Time 1:30 p.m. IST Venue Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai - 400020. POSTAL BALLOT AND REMOTE E-VOTING Commencing on Sunday, June 30, 2019 at 9:00 a.m. IST Ending on Monday, July 29, 2019 at 5:00 p.m. IST Sr. Contents Page No. No. 1. Notice of meeting of the equity shareholders of Tata Motors Limited convened as per the directions of the Hon’ble National 1-3 Company Law Tribunal, Mumbai Bench. 2. Explanatory Statement under Section 230(3) read with Section 102 and other applicable provisions of the Companies Act, 2013. 4-12 3. Route Map for the venue of meeting. 13 4. Scheme of Arrangement between Tata Motors Limited (“Transferor Company”/ “the Company”) and Tata Advanced Systems 14-34 Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230-232 of the Companies Act, 2013 as Annexure A. 5. Valuation Report dated February 13, 2018 by Vora and Associates, Independent Chartered Accountants, setting out the valuation of 35-43 the Defense Undertaking of the Company being transferred to the Transferee Company and letter dated October 10, 2018 of the said 44-45 Valuer giving details in the SEBI required format as Annexures B1 and B2 respectively. 6. Fairness Opinion dated February 19, 2018 by Kotak Mahindra Capital Company Limited stating that the consideration at which 46-49 the Scheme envisages the transfer of the Defense Undertaking of the Company to the Transferee Company, is fair from a financial point of view to the Transferor Company as Annexure C. 7. Observation letter dated January 16, 2019 issued by BSE Limited ("BSE") as Annexure D. 50-51 8. Observation letter dated January 16, 2019 issued by the National Stock Exchange of India Limited ("NSE") as Annexure E. 52-53 9. Complaint report dated October 5, 2018 filed with BSE as Annexure F. 54-55 10. Complaint reports dated November 9, 2018 and November 14, 2018 filed with NSE as Annexures G1 and G2 respectively. 56-57 58-59 11. Reports adopted by the Board of Directors of the Transferor Company dated May 3, 2018 and by the Board of Directors of the 60-62 Transferee Company dated June 25, 2018 as required under Section 232(2)(c) of the Companies Act, 2013 as Annexures H1 and 63-65 H2 respectively. 12. Information pertaining to the Transferee Company in the format specified for abridged prospectus as provided in Part E of Schedule 66-77 VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as Annexure I. 13. Postal Ballot Form with instructions. 78-79 14. Attendance Slip and Proxy Form. Loose leaf 15. Business Reply Envelope. insertion TATA MOTORS BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, modification(s) or re-enactment(s) thereof for the time being in force], read BENCH AT MUMBAI with the Companies (Compromises, Arrangements and Amalgamations) Rules, COMPANY SCHEME APPLICATION NO. 398 OF 2019 2016 the Securities and Exchange Board of India (Listing Obligations and In the matter of the Companies Act, 2013; Disclosure Requirements) Regulations, 2015, as amended from time to time, the Memorandum and Articles of Association of the Company and subject to And the approval of the Mumbai and Hyderabad Benches of the Hon’ble National In the matter of Application under Sections 230 Company Law Tribunal (hereinafter collectively referred to as “the Tribunal”) and to 232 of the Companies Act, 2013 read with the subject to such other approvals, permissions and sanctions of regulatory and other Companies (Compromises, Arrangements and authorities, as may be necessary and subject to such conditions and modifications Amalgamations) Rules, 2016; as may be prescribed or imposed by the Tribunal or by any regulatory or other And authorities, while granting such consents, approvals and permissions, which may In the matter of Scheme of Arrangement be agreed to by the Board of Directors of the Company (hereinafter referred to between Tata Motors Limited (“the Transferor as the “Board”, which term shall be deemed to mean and include one or more Company” or “the Applicant Company” or Committee(s) constituted/ to be constituted by the Board or any other person “the Company”) and Tata Advanced Systems authorised by it to exercise its powers including the powers conferred by this Limited (“the Transferee Company”) and their Resolution), the arrangement embodied in the proposed Scheme of Arrangement respective shareholders and creditors. between Tata Motors Limited (“the Transferor Company”) and Tata Advanced Systems Limited (“the Transferee Company”) and their respective shareholders Tata Motors Limited ) and creditors (“Scheme”) placed before this meeting be and is hereby approved.” [CIN: L28920MH1945PLC004520], a company ) incorporated under the provisions of the Indian ) “RESOLVED FURTHER that the Board be and is hereby authorized to do all Companies Act, 1913 and having its registered office at ) such acts, deeds, matters and things, as it may, in its absolute discretion deem Bombay House, 24, Homi Mody Street, Mumbai 400001. ) … Applicant Company requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF such modifications, amendments, limitations and/or conditions, if any, which may TATA MOTORS LIMITED be required and/or imposed by the Tribunal while sanctioning the arrangement To embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving The equity shareholders of Tata Motors Limited effect to the Scheme, as the Board may deem fit and proper.” TAKE NOTICE that by the Orders dated May 6, 2019 and June 3, 2019 in the above mentioned Company Scheme Application (“Orders”), the Hon’ble National Nasser Munjee Company Law Tribunal, Mumbai Bench (“Hon’ble Tribunal” or “NCLT”) has directed DIN: 00010180 inter alia that a meeting of the equity shareholders of the Company, be convened Chairman appointed for the meeting and held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai st 400020 on Tuesday, July 30, 2019 at 1:30 p.m. IST to consider and, if thought fit, Dated this 21 day of June, 2019 to approve the proposed Scheme of Arrangement between Tata Motors Limited Registered Office: and Tata Advanced Systems Limited and their respective shareholders and creditors Bombay House, 24, Homi Mody Street, (“the Scheme”). The Scheme, if approved by the equity shareholders, will be subject Mumbai 400 001 to the subsequent approval of the Hon’ble Tribunal. Tel: +91 22 6665 8282 Email: [email protected]; Website: www.tatamotors.com TAKE FURTHER NOTICE that in pursuance of the Orders and as directed therein, a CIN: L28920MH1945PLC004520 meeting of the equity shareholders of the Company will be held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400020 on Tuesday, July Notes: 30, 2019 at 1:30 p.m. IST at which place, day, date and time, you are requested to attend. 1. The Explanatory Statement pursuant to Sections 102, 110, 230(3), 232(2) of the Companies Act, 2013 (“Act”) read with Rule 6 of the Companies TAKE FURTHER NOTICE that a copy of the Scheme, Notice and the Explanatory (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of Statement, Form of Proxy, Attendance Slip and Postal Ballot Form and other the business set out above is annexed hereto. annexures as stated in the Index are enclosed herewith. A copy of the Scheme, the said Explanatory Statement and Form of Proxy can be obtained free of charge 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED at the registered office of the Company.