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Regd. Office: Ramon House, H. T. Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai 400 020
Corp. Office: HDFC House, H. T. Parekh Marg, 165-166, Backbay Reclamation, Churchgate, Mumbai 400 020
Corporate Identity Number: L70100MH1977PLC019916, Phone: +91-22-66316000, Fax: +91-22-22811203
Website: www.hdfc.com, e-mail: investorcare@hdfc.com
NOTES:
(i) The explanatory statement for the (iii) The Postal Ballot Notice is placed e-mail to investorcare@hdfc.com. The
proposed resolutions pursuant to Section on the website of the Corporation, Corporation shall forward the same along
102 of the Companies Act, 2013 www.hdfc.com and also of National with a self addressed pre-paid business
read with Rule 22 of the Companies Securities Depository Limited (NSDL), reply envelope to the Member.
(Management and Administration) www.evoting.nsdl.com. (vi) All documents referred to in this Notice
Rules, 2014 setting out material facts (iv) Kindly note that e-voting is optional. and other statutory registers are open
is annexed hereto and forms part of this Members can opt for only one mode of for inspection by the Members at the
Notice. voting, i.e., either through physical Postal Registered Office of the Corporation
(ii) This Notice is being sent electronically Ballot Form or e-voting. However, in case between 10:00 a.m. and 12 noon on all
by e-mail to those Members who have Members cast their vote by physical working days except Saturdays, Sundays
registered their e-mail address with Postal Ballot Form and e-voting, then and National Holidays, from the date
the Corporation or the depositories voting done through e-voting shall prevail hereof up to Wednesday, February 14,
and by speed post to all remaining and voting done by physical Postal Ballot 2018.
Members, whose names appear in the Form will be treated as invalid. (vii) The voting rights of the Members shall
Register of Members/ Statements of (v) In case a Member is desirous of be in proportion to their share in the
beneficial ownership maintained by the obtaining Postal Ballot Form in printed paid-up share capital of the Corporation
Depositories as on the close of business form or a duplicate one, the Member as on the cut-off date i.e. Friday, January
hours on Friday, January 5, 2018. may write to the Corporation or send an 5, 2018.
The aforesaid percentages are based on completed within 15 days from the date of Particulars of proposed allottees and identity
capital as on January 5, 2018, without taking approval of the Members of the Corporation of natural person who are the ultimate
into consideration any potential dilutions through this Postal Ballot provided that beneficial owner of the Equity Shares
due to exercise of stock options under the where the allotment is pending on account proposed to be allotted and/or who ultimately
employees stock option schemes of the of pendency of any approval or permission control the proposed allottee, the percentage
Corporation and the Warrants. from any statutory/ regulatory authority or the of the post preferential capital that may be
Proposed time within which the preferential Central Government, the allotment shall be held by them and the changes in control, if
issue shall be completed completed by the Corporation within a period any, in the Corporation consequent to the
of fifteen days from the date of receipt of last preferential issue
The allotment of Equity Shares shall be of such approval or permission.
Name of the Proposed Category Ultimate beneficial owners Percentage (%) of post- Change in control
Allottees preferential and QIP Issue
capital to be held*
Waverly Pte. Ltd. Non-promoter The beneficial owner of Waverly Pte. Ltd. is GIC 1.80 There will be
(Ventures) Pte. Ltd. which, in turn, is wholly owned by no change in
the Minister for Finance, a body corporate constituted the control or
by the Government of Singapore under section 2(1) of composition
the Minister for Finance (Incorporation) Act, Chapter of the Board
183 of Singapore. of Directors of
There are no natural persons who ultimately control the the Corporation
proposed allottee. consequent
to the said
issuances.
* For the limited purpose of disclosing the possible shareholding pattern post allotment of Equity shares under QIP issue, it is assumed that a maximum of 1,09,84,618 Equity Shares may be allotted under
QIP issue, at the same price at which the preferential issue is made. However, if the actual price at which the QIP issue is made varies, the number of Equity Shares that would be allotted under QIP issue,
the paid-up share capital and the percentage of capital held post QIP issue, would differ from the details provided above. This is merely an indicative shareholding pattern.
The aforesaid percentages are based on capital (i)It shall re-compute the price of the Equity Shares Saturdays, Sundays and National holidays, up to
as on January 5, 2018, without taking into in terms of the provision of the ICDR Regulations Wednesday, February 14, 2018, being the date on
consideration any potential dilutions due to exercise where it is required to do so; which the resolution set out at Item No. 2 of this
of stock options under the employees stock option (ii)If the amount payable on account of the re- Notice, would be deemed to have been passed, if
schemes of the Corporation and the Warrants. computation of price is not paid within the time approved by the requisite majority.
Lock-in Period stipulated in the ICDR Regulations, the Equity The important terms of issue of equity shares as
In terms of the ICDR Regulations, the Equity Shares Shares shall continue to be locked-in till the time set out at Item No. 3 of this Postal Ballot Notice
to be allotted shall be locked-in for a period of 1 year such amount payable is paid by the allottees; and are as under:
from the date of trading approval from BSE Limited (iii)Neither the Corporation nor its Directors are Objects of the Issue
and National Stock Exchange of India Limited, where wilful defaulters. First five paragraphs of this explanatory statement
the Equity Shares are proposed to be listed. Auditors’ Certificate provide the objects of the issue.
The entire pre-preferential shareholding, if any, of The certificate by Messrs B S R & Co. LLP, the Intention of Promoters, Directors or Key Managerial
the proposed allottees, shall be locked-in from the statutory auditors of the Corporation certifying Personnel
relevant date upto a period of 6 months from the that the issue of Equity Shares is being made The Corporation is neither owned nor controlled,
date of trading approval. in accordance with the ICDR Regulations, shall directly or indirectly, by any person, entity or
Undertakings be kept open for inspection by the Members at government and does not owe allegiance to any
As required under the ICDR Regulations, the the Registered Office of the Corporation between promoter or promoter group. The directors and the
Corporation hereby undertakes that: 10:00 a.m. and 12 noon on all working days except key managerial personnel of the Corporation and