Eros International Plc 6.50 PER CENT. STERLING BONDS DUE 2021 AN INVESTMENT IN THE BONDS INVOLVES CERTAIN RISKS. YOU SHOULD HAVE REGARD TO THE FACTORS DESCRIBED IN SECTION 2 (RISK FACTORS) OF THIS PROSPECTUS. YOU SHOULD ALSO READ CAREFULLY SECTION 10 (IMPORTANT LEGAL INFORMATION) Lead Manager INVESTEC PROSPECTUS DATED 25 SEPTEMBER 2014 IMPORTANT NOTICES reproduced and, as far as the Issuer is aware and About this document is able to ascertain from information published by This document (the “Prospectus”) has been that third party, no facts have been omitted which prepared in accordance with the Prospectus Rules would render the reproduced information of the United Kingdom Financial Conduct inaccurate or misleading. The source of third Authority (the “FCA”) and relates to the offer by party information is identified where used. Eros International Plc (the “Issuer”) of its sterling Use of defined terms in this Prospectus denominated 6.50 per cent. bonds due 2021 (the Certain terms or phrases in this Prospectus are “Bonds”) at a price of 100 per cent. of their defined in bold and in “double quotation” marks nominal amount. and subsequent references to that term are The Bonds are freely transferable unsecured debt designated with initial capital letters. instruments and are due to be issued by the Issuer In this Prospectus, references to the “Issuer” are on 15 October 2014. The nominal amount of each to Eros International Plc, which is the issuer of the Bond (being the amount which is used to calculate Bonds. All references to the “Group” are to Eros payments made on each Bond) is £100; however International Plc and its subsidiaries taken as a the minimum subscription amount per investor is whole. All references to “Group members” or for a nominal amount of £2,000 of the Bonds in “member of the Group” are to Eros International the initial distribution. The aggregate nominal Plc and/or any of its subsidiaries. See Section 6 amount of the Bonds to be issued will be specified (Information on the Group) for further details. in the Sizing Announcement published by the Issuer via the Regulatory News Service of All references in this document to “sterling” and London Stock Exchange plc (“RNS”) on or “£” refer to the currency of the United Kingdom, around 10 October 2014. all references to “INR” and “Rupee” refer to the currency of India and all references to “$”, This Prospectus contains important information “U.S.$” and “U.S. dollars” refer to the currency about the Issuer and the Bonds, and details of how of the United States of America. References to the to apply for the Bonds. This Prospectus also singular in this document shall include the plural describes certain risks relevant to the Issuer and and vice versa, where the context requires. also risks relating to an investment in the Bonds generally. You should read and understand fully The Bonds are not protected by the Financial the contents of this Prospectus before making any Services Compensation Scheme investment decisions relating to the Bonds. Unlike a bank deposit, the Bonds are not Responsibility for the information contained in protected by the Financial Services Compensation this Prospectus Scheme (the “FSCS”). As a result, neither the FSCS nor anyone else will pay compensation to The Issuer accepts responsibility for the you upon the failure of the Issuer or any other information contained in this Prospectus. To the party. Therefore (unlike in the case of a bank best of the knowledge of the Issuer (having taken deposit), if the Issuer were to become insolvent or all reasonable care to ensure that such is the case) go out of business, the Bondholders could lose all the information contained in this Prospectus is in or part of their investment in the Bonds and no accordance with the facts and does not omit governmental body would be required to anything likely to affect the import of such compensate them for such loss. information. Where information has been sourced from a third party, this information has been accurately A18357789 ii How to apply by or on behalf of the Issuer or by or on behalf of Applications to purchase Bonds cannot be made any of the authorised financial intermediaries. directly to the Issuer. Bonds will be issued to you See Section 4 (Timetable of the Offer and Key in accordance with the arrangements in place Dates) and Section 5 (How to Apply for the between you and your stockbroker or other Bonds) for more information. financial intermediary, including as to application process, allocations, payment and delivery Questions relating to this Prospectus and the arrangements. You should approach your Bonds stockbroker or other financial intermediary to If you have any questions regarding the content of discuss any application arrangements that may be this Prospectus and/or the Bonds or the actions available to you. you should take, you should seek advice from After the close of the Offer Period, which is your independent financial adviser or other expected to be 12 noon (London time) on 9 professional adviser before making any October 2014, or such earlier time as may be investment decisions. See also the section starting communicated by the Issuer via RNS on the following page, entitled “How do I use this announcement, no Bonds will be offered for sale Prospectus?” A18357789 iii HOW DO I USE THIS PROSPECTUS? You should read and understand fully the contents of this Prospectus before making any investment decisions relating to any Bonds. An overview of the various sections comprising this Prospectus is set out below: The “SUMMARY” section sets out in tabular format standard information which is arranged under standard headings and which the Issuer is required, for regulatory reasons, to include in a prospectus summary for a prospectus of this type. The “RISK FACTORS” section describes the principal risks and uncertainties that may affect the Issuer’s ability to fulfil its obligations in relation to the Bonds. The “INFORMATION ABOUT THE BONDS” section provides an overview of certain key features of the Bonds in order to assist the reader. The “TIMETABLE OF THE OFFER AND KEY DATES” section illustrates the key dates relating to the offer for the Bonds, the issue of the Bonds and payments to be made under the Bonds. The “HOW TO APPLY FOR THE BONDS” section sets out important information relating to the application process for the Bonds. The “INFORMATION ON THE GROUP” section describes the Group’s business. The “SUBSCRIPTION AND SALE” section contains a description of the material provisions of the subscription agreement, which includes the selling restrictions applicable to the Bonds. The “TAXATION” section provides a brief outline of certain taxation matters that may be applicable in relation to the Bonds. The “ADDITIONAL INFORMATION” section sets out further information which the Issuer is required to include under applicable rules. These include the availability of certain relevant documents for inspection, confirmations from the Issuer and details relating to application for listing and application for admission to trading on London Stock Exchange plc. The “IMPORTANT LEGAL INFORMATION” section contains some important legal information regarding the basis on which this Prospectus may be used for the purposes of making offers of the Bonds, forward- looking-statements and other important matters. The “TERMS AND CONDITIONS OF THE BONDS” section sets out the terms and conditions which apply to the Bonds. The “SUMMARY OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM” section is a summary of certain parts of those provisions which apply to the Bonds while they are held in global form by the clearing systems, some of which include minor and/or technical modifications to the terms and conditions of the Bonds as set out in the preceding section in this Prospectus. The “GLOSSARY OF TERMS” section provides an explanation of technical terms used in this Prospectus. The “INDEX TO THE FINANCIAL STATEMENTS” section sets out important historical financial information relating to the Group. A “TABLE OF CONTENTS” section, with corresponding page references, appears on the following page. A18357789 iv TABLE OF CONTENTS Page SECTION 1 – SUMMARY................................................................................................................................ 1 SECTION 2 – RISK FACTORS ...................................................................................................................... 14 SECTION 3 – INFORMATION ABOUT THE BONDS ................................................................................. 38 SECTION 4 – TIMETABLE OF THE OFFER AND KEY DATES ................................................................ 45 SECTION 5 – HOW TO APPLY FOR THE BONDS...................................................................................... 46 SECTION 6 – INFORMATION ON THE GROUP......................................................................................... 49 SECTION 7 – SUBSCRIPTION AND SALE ................................................................................................. 77 SECTION 8 – TAXATION .............................................................................................................................. 80 SECTION 9 – ADDITIONAL INFORMATION ............................................................................................. 83 SECTION 10 – IMPORTANT LEGAL INFORMATION ............................................................................... 85 SECTION 11 – TERMS AND CONDITIONS