ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER Private & Confidential The Abridged Letter of Offer consists of 88 printed pages Dated March 30, 2015 For Eligible Shareholders only Please ensure that you read the Letter of Offer dated March 30, 2015 (“Letter of Offer”) and general instructions appearing in the composite application form before applying in the Issue. Unless otherwise specified, all terms used in this Abridged Letter of Offer shall have the meaning ascribed to such terms in the Letter of Offer. The Investors are advised to retain a copy of the Letter of Offer / Abridged Letter of Offer for their future reference. Please note that page numbers references made in this Abridged Letter of Offer are to the page numbers of the Letter of Offer. TATA MOTORS LIMITED Tata Motors Limited was incorporated as Tata Locomotive and Engineering Company Limited on September 1, 1945 as a public limited liability company under the Companies Act, 1913. For details in relation to change in name of our Company, see “General Information” on page 43 of the Letter of Offer. Registered Office: Bombay House, 24, Homi Mody Street, Mumbai 400 001 Contact Person: H K Sethna, Company Secretary and Compliance Officer Tel: (91 22) 6665 8282; Fax: (91 22) 6665 7799; Email: [email protected]; Website: www.tatamotors.com Corporate Identity Number: L28920MH1945PLC004520 PROMOTER OF OUR COMPANY: TATA SONS LIMITED FOR PRIVATE CIRCULATION TO THE ELIGIBLE SHAREHOLDERS OF TATA MOTORS LIMITED (OUR “COMPANY” OR THE “ISSUER”) ONLY SIMULTANEOUS BUT UNLINKED ISSUE OF UP TO 15,06,44,759 ORDINARY SHARES OF FACE VALUE ` 2 EACH (THE “ORDINARY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ` 450 (INCLUDING A PREMIUM OF ` 448 PER ORDINARY SHARE) ON A RIGHTS BASIS TO THE ELIGIBLE ORDINARY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF SIX ORDINARY SHARES FOR 109 FULLY PAID-UP ORDINARY SHARES HELD ON THE BOOK CLOSURE DATE, THAT IS ON APRIL 8, 2015 AND UP TO 2,65,30,290 ‘A’ ORDINARY SHARES OF FACE VALUE ` 2 EACH (THE “‘A’ ORDINARY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ` 271 (INCLUDING A PREMIUM OF ` 269 PER ‘A’ ORDINARY SHARE) ON A RIGHTS BASIS TO THE ELIGIBLE ‘A’ ORDINARY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF SIX ‘A’ ORDINARY SHARES FOR 109 FULLY PAID-UP ‘A’ ORDINARY SHARES HELD ON THE BOOK CLOSURE DATE, THAT IS ON APRIL 8, 2015 (COLLECTIVELY, THE “ISSUE”). THE ISSUE PRICE OF THE ORDINARY SHARES IS 225 TIMES THE FACE VALUE OF THE ORDINARY SHARES. THE ISSUE PRICE OF THE ‘A’ ORDINARY SHARES IS 135.5 TIMES THE FACE VALUE OF THE ‘A’ ORDINARY SHARES. TOTAL PROCEEDS FROM THE ISSUE OF ORDINARY SHARES AND ‘A’ ORDINARY SHARES WOULD AGGREGATE UP TO ` 7,498 CRORE. FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE” BEGINNING ON PAGE 157 OF THE LETTER OF OFFER. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the Letter of Offer. Investors are advised to refer to “Risk Factors” beginning on page 15 of the Letter of Offer before making an investment in this Issue. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that the Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in the Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Ordinary Shares and ‘A’ Ordinary Shares of our Company are listed on the BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”, and together with BSE, the “Stock Exchanges”). Our Company has received approvals from the BSE and the NSE under Clause 24(a) of the Listing Agreement for listing the Securities to be allotted pursuant to the Issue through their letters, dated March 27, 2015. For the purposes of the Issue, the Designated Stock Exchange is the BSE. ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON SPLIT APPLICATION FORMS APRIL 17, 2015 APRIL 24, 2015 MAY 2, 2015 1 Last Modified Date 20-4-15 ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER Global Co-ordinators and Senior Lead Managers SBI Capital Markets Limited Citigroup Global Markets India Private Limited* th 202, Maker Tower ‘E’, Cuffe Parade, Mumbai 400 005 1202, 12 Floor, First International Financial Center Tel: (91 22) 2217 8300; Fax: (91 22) 2218 8332 G-Block Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Website: www.sbicaps.com; E-mail: [email protected] Tel: (91 22) 6175 9999; Fax: (91 22) 6175 9961 Contact Person: Kavita Tanwani Website:http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm SEBI Registration Number: INM000003531 E-mail: [email protected]; Contact Person: Mitul Shah SEBI Registration No: INM000010718 Co-Lead Manager to the Issue * Lead Co-ordinator HDFC Bank Limited DSP Merrill Lynch Limited Investment Banking Group, Unit No. 401 & 402, 4th floor, Tower B 8th Floor, Mafatlal Center, Nariman Point, Mumbai 400 021 Peninsula Business Park, Lower Parel, Mumbai 400 013 Tel: (91 22) 6632 8000; Fax: (91 22) 2204 8518 Tel: (91 22) 3395 8015; Fax: (91 22) 3078 8584 Website: www.dspml.com; Email: [email protected] Website: www.hdfcbank.com, E-mail: [email protected] Contact Person: Ankit Jajodia Contact Person: Keyur Desai/ Rishi Tiwari SEBI Registration No.: INM000011625 SEBI Registration Number: INM000011252 Registrar to the Issue Credit Suisse Securities (India) Private Limited Ceejay House, 9th Floor, Dr. Annie Besant Road, Worli, Mumbai 400 018 Tel : (91 22) 6777 3987; Fax : (91 22) 6777 3820 Link Intime India Private Limited Website: www.credit-suisse.com; Email: [email protected] C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078 Contact Person: Rejo Kurian Tel: (91 22) 6171 5400 / 9167779196 /97 /98/ 99; Fax: (91 22) 2596 0329 SEBI Registration No: INM000011161 Website: www.linkintime.co.in; Email: [email protected] Contact Person: Sachin Achar SEBI Registration No: INR000004058 HSBC Securities and Capital Markets (India) Private Limited Investors may contact the Registrar or our Company Secretary and Compliance 52/60, Mahatma Gandhi Road, Fort, Mumbai 400 001 Officer for any pre-Issue/ post-Issue related matter. All grievances relating to the Tel: (91 22) 2268 5555; Fax: (91 22) 2263 1984 ASBA process may be addressed to the Registrar, with a copy to the SCSB, giving Website: http://www.hsbc.co.in/1/2/corporate/equities-globalinvestment-banking full details such as name, address of the applicant, number of Ordinary Shares or Email: [email protected]; Contact Person: Mayank Jain ‘A’ Ordinary Shares applied for, amount blocked, ASBA Account number and the SEBI Registration No.: INM000010353 Designated Branch of the SCSB where the CAF, or the plain paper application, as the case may be, was submitted by the ASBA Investors. For further details on the ASBA process, refer to the details given in the CAF and “Terms of the Issue” beginning on page 157 of the Letter of Offer. J. P. Morgan India Private Limited J. P. Morgan Tower, Kalina, Off C. S. T. Road, Santacruz (East), Mumbai 400 098 Bankers to the Issue Tel: (91 22) 6157 3000; Fax: (91 22) 6157 3911 ICICI Bank Limited Website: www.jpmipl.com; Email: [email protected] 1st Floor, 122, Mistry Bhavan, Dinshaw Vachha Road Contact Person: Prateeksha Runwal Backbay Reclamation, Churchgate, Mumbai 400 020 SEBI Registration No.: INM000002970 Tel: (91 22) 2285 9932; Fax: (91 22) 2261 1138 Lead Managers to the Issue Website: www.icicibank.com E-mail: [email protected] / [email protected] Contact Person: Rishav Bagrecha SEBI Registration No: INBI00000004 ICICI Securities Limited ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020 HDFC Bank Limited Tel : (91 22) 2288 2460; Fax : (91 22) 2282 6580 HDFC Bank Limited, FIG-OPS Department, - Lodha, I Think Techno Campus Website: www.icicisecurities.com; Email: [email protected] O-3 Level, next to Kanjurmarg Railway Station, Kanjurmarg (E), Mumbai 400 042 Contact Person: Ayush Jain / Manvendra Tiwari Tel: (91 22) 3075 2928; Fax: (91 22) 2579 9801 SEBI Registration No.: INM000011179 Website: www.hdfcbank.com; Email: [email protected] Contact Person: Uday Dixit SEBI Registration No.: INBI00000063 Kotak Mahindra Capital Company Limited Self Certified Syndicate Banks 27 BKC, C-27, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 The list of banks that have been notified by SEBI to act as SCSB for the ASBA process Tel: (91 22) 4336 0000; Fax: (91 22) 6713 2447 is provided on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised- Website: http://investmentbank.kotak.com; Email: [email protected] Intermediaries.