THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action to be taken, you should consult your stockbroker or other financial adviser authorised pursuant to the Financial Services and Markets Act 2000 (as amended) ( FSMA ) immediately. If you have sold or otherwise transferred all of your ordinary shares of 0.005 each in Greenko Group plc ( Ordinary Shares ) please forward this document, together with the accompanying notice of Annual General Meeting and form of proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. This document does not contain an offer of transferable securities to the public within the meaning of section 102B of FSMA and does not constitute a prospectus within the meaning of section 85 of FSMA. GREENKO GROUP PLC (incorporated and registered in the Isle of Man with registered number 001805V) Proposed US$46.26 million investment by Global Environment Emerging Markets Fund III L.P. - and - Notice of Annual General Meeting Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 4 to 6 of this document and which contains the unanimous recommendation of your Directors that you vote in favour of the resolutions to be proposed at the Annual General Meeting to be held on 30 October 2009 at 12 noon. Notice of the Annual General Meeting to be held at 4th Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA on 30 October 2009 at 12 noon is set out on pages 9 to 11 of this document. A form of proxy for use at the Annual General Meeting is also enclosed with this document. Forms of proxy should be completed and returned to Simcocks Trust Limited at 4th Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA as soon as possible and in any event so as to be received not later than 48 hours before the time fixed for the Annual General Meeting. This document contains statements that are or may be forward looking with respect to the financial condition and operation of the business of the Company. These statements can be identified by the use of forward looking terminology such as believe, expects, plan, should, may or comparable terminology indicating expectations or beliefs concerning future events. These forward looking statements include risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which could or may cause actual developments to differ materially from those expressed or implied by such forward looking statements. The Company disclaims any obligation to update any such forward looking statements to reflect future events or developments. 1
CONTENTS Page Expected Timetable of Principal Events 2 Definitions 3 Letter from the Chairman 4 Appendix: Summary of the SSA and the Put Option 7 Notice of Annual General Meeting 9 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication date of this document 7 October 2009 Latest time for receipt of Forms of Proxy for the AGM 12 noon on 28 October 2009 Time and date of the AGM 12 noon on 30 October 2009 Results of the AGM announced 30 October 2009 Completion of the Subscription by 20 November 2009 2
DEFINITIONS In this document, the following words and expressions have the following meanings (unless the context requires otherwise): AGM or Annual General Meeting AIM AIM Rules AMR Articles Company or Greenko Completion Directors or the Board Enlarged Share Capital Euro or Existing Ordinary Share Capital Form of Proxy the annual general meeting of the Company convened for 12 noon on 30 October 2009 (and any adjournment thereof); AIM, the market of that name operated by the London Stock Exchange; the AIM Rules for Companies (as amended from time to time) published by the London Stock Exchange; AMR Power Private Limited; the articles of association of the Company; Greenko Group plc; completion of the Subscription in accordance with the terms of the SSA; the directors of the Company as set out on page 4 of this document; the share capital of the Company immediately following the exercise of the Put Option; euros, the lawful currency for the time being of all the member states of the Euro area; the 67,989,237 Ordinary Shares in issue at the date of this document; the form of proxy enclosed with this document for use in connection with the AGM; GEEMF GEEMF III GK Holdings MU, a subsidiary of Global Environment Emerging Markets Fund III L.P.; GEF Global Environment Fund; GEPL Greenko Energies Private Limited (a wholly owned subsidiary of GM); GM Greenko Mauritius (a wholly owned subsidiary of the Company); GM Group GM and its subsidiaries; India the Republic of India; IRR internal rate of return; London Stock Exchange London Stock Exchange plc; MW megawatts; Notice of AGM the notice of the Annual General Meeting which is set out on pages 9 to 11 of this document; Ordinary Shares ordinary shares of 0.005 each in the capital of the Company; Preference Shareholders holders of Preference Shares; Preference Shares Put Option Regulatory News Service or RNS Rithwik Shareholders Subscription Subscription Resolutions Sonna convertible redeemable preference shares of no par value each in the capital of GM; the put option deed poll of the Company to be entered into on Completion as more particularly described in paragraph 2 of the Appendix to this document; the regulatory information service operated by the London Stock Exchange; Rithwik Energy Generation Private Limited; holders of Existing Ordinary Shares (and Shareholder means any of them); the subscription of Preference Shares by GEEMF in accordance with the terms of the SSA; resolutions nos. 5, 9 and 10 as set out in the Notice of AGM; 10.5 MW hydro power project being developed under the company name, Jasper Energy Private Limited; SSA the subscription and shareholders agreement dated 28 September 2009 between GEEMF, Anil Kumar Chalamalasetty, Mahesh Kolli, the Company, GM and GEPL as more particularly described in paragraph 1 of the Appendix to this document; and US$ or $ dollars, the lawful currency of the United States of America. 3
LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS GREENKO GROUP PLC (incorporated and registered in the Isle of Man with registered number 001805V) Directors Harish Chandra Prasad Yarlagadda (Chairman) Anil Kumar Chalamalasetty Mahesh Kolli Narasimharamulu Pantam Vivek Tandon Hari Kiran Vadlamani Registered Office 4th Floor 14 Athol Street Douglas Isle of Man IM1 1JA 7 October 2009 Dear Shareholders, Proposed US$46.26 million investment by Global Environment Emerging Markets Fund III L.P. - and - Notice of Annual General Meeting Introduction The Board announced on 28 September 2009 that Global Environment Emerging Markets Fund III L.P. had conditionally agreed, through a wholly owned subsidiary, to invest $46.26 million in Greenko Mauritius (the immediate subsidiary of Greenko) by way of a subscription for Preference Shares. The terms of the Subscription include, under the Put Option, a right for GEEMF to swap its Preference Shares in GM for Ordinary Shares in Greenko in certain circumstances and consequently the Subscription is conditional on the Company increasing its authorised share capital, disapplying certain pre-emption rights and amending its Articles. Accordingly, the purpose of this document is to convene the AGM, at which the usual AGM business will be conducted and the resolutions required to complete the Subscription will be proposed and to provide you with further details of the Subscription. The Subscription will allow Greenko s business to develop beyond its initial target of 400 MW by 2012 and enable the next stage of Greenko s strategy to be executed so as to achieve 1,000 MW of secured generating capacity by the end of its financial year 2014/5. The Board of Greenko is delighted to have attracted a strategic investor of GEF s stature to help develop its business and achieve its aim to become India s largest clean energy developer and operator. Background Since its flotation in 2007, Greenko has focused on developing its pipeline of biomass and small hydro schemes and in completing the commissioning of its first set of hydro projects: AMR and Rithwik (which have a combined generating capacity of 49.5 MW). AMR is now generating power and supplying to the grid and Rithwik has commenced generation and intends to supply the direct and merchant markets. Sonna, a 10.5 MW scheme is expected to commence operations in the final quarter of 2009. At the same time Greenko is constructing some 150 MW of new projects which it expects to commence operations in the next 2 to 3 years. The Board believes it now needs to develop beyond its smaller power plants to take advantage of the market opportunities currently available and is targeting hydro plants in the 25 MW to 100 MW range to enable Greenko to move from a target of secured capacity of 400 MW to 1,000 MW by the end of its 2014/5 financial year. The Company s strategy is set out in more detail in the preliminary announcement of results for the year ended 31 March 2009 which was announced on 28 September 2009. The acquisition of the 96 MW hydro project in Sikkim, which was also announced on 28 September 2009, is the first evidence of this new strategy. GEF GEF is a Chevy Chase, Maryland-based private equity firm founded in 1990 investing in emerging markets, clean technology, energy efficiency, and timberland in emerging markets. The firm manages over US$1 billion in private equity investments for institutional investors, including university endowments, foundations, fund of funds, family offices, pension funds, and international finance institutions. GEF was recently selected as the winner of the Financial Times Sustainable Investor of the Year award. For more information, please visit www.globalenvironmentfund.com. 4
Terms of the Subscription GEEMF will, pursuant to the terms of the SSA, subscribe $46.26 million for the issue of 36,728,219 Preference Shares in GM (or, in substitution, such number of Preference Shares as represents 29.99 per cent. of the issued share capital of GM at Completion) which is the 100 per cent owner of GEPL which in turn will, subject to a minor re-organisation, become the holding company for all of Greenko s power schemes in India. The Subscription is conditional on, inter alia, the passing of the Subscription Resolutions. The Preference Shares will be redeemable in the event of a sale or listing of GEPL but do not provide for interest payments or any right to a fixed dividend. They will also be convertible into ordinary shares in GM once they have been transferred to the Company. Preference Shareholders will have the option in certain circumstances to swap their Preference Shares for, in aggregate, 29,124,371 new Ordinary Shares pursuant to the Put Option that will be entered into on Completion. 29,124,371 Ordinary Shares equals 29.99 per cent. of the Enlarged Issued Share Capital (assuming no further Ordinary Shares are issued before the Put Option is exercised). The Put Option will be exercisable from 1 January 2013 (or earlier if certain trigger events occur) until the earlier of 30 June 2017 or, inter alia, a sale or listing of GEPL. Instead of receiving the 29,124,371 Ordinary Shares, Preference Shareholders will be entitled to elect to receive such number of Ordinary Shares that: (i) from 1 January 2014 to 30 June 2014 equals a 16 per cent. return on the subscription price of the Preference Shares as at the date of exercise; and (ii) from 1 July 2014 to the end of the option period equals a 16 per cent. return on GEEMF s $46.26 million investment as at 30 June 2014. If the Preference Shares were swapped into Ordinary Shares at the current market price (assuming a dollar exchange rate of approximately $1.6 to 1) the effective conversion price would be 98p. Depending on the prevailing market price of the Ordinary Shares, the exercise by the Preference Shareholders of their rights under the Put Option may result in their receiving a value exceeding 29.99 per cent. of the Enlarged Issued Share Capital. In these circumstances the Company will issue Ordinary Shares equal to 29.99 per cent. of the Enlarged Issued Share Capital at the date of exercise and pay the balance in cash. Under the terms of the SSA, Preference Shareholders (for so long as they hold 20 per cent. or more of the issued share capital of GM) will be entitled to appoint two directors to the seven member GM board. This is reduced to one director if the Preference Shareholders hold less than 20 per cent. but not less than 10 per cent. of the issued share capital of GM. They will also have additional rights of approval on the following Greenko Mauritius related matters: changes in the activities of the GM Group; capital raising, borrowings and the creation or grant of security over its assets; acquisitions and disposals; approval of annual budgets; a change in the auditors; the payment of distributions (outside an agreed limit); and the removal or dismissal of Anil Kumar Chalamalasetty and/or Mahesh Kolli as Directors of Greenko or as employees other than for breach of their service agreements. The Preference Shareholders will also have certain information rights (such as the right to receive monthly management information and quarterly management accounts). Further details of the SSA and the Put Option are set out at the Appendix to this document. Annual General Meeting Set out on pages 9 to 11 of this document is the Notice of AGM to be held at 12 noon on 30 October 2009 at 4th Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA at which the various AGM resolutions will be proposed (including the Subscription Resolutions). In respect of resolution no. 4 to be proposed at the AGM, PriceWaterhouseCoopers have been the Company s auditors since October 2007. PriceWaterhouseCoopers are retiring as auditors at the AGM and the Audit Committee recommends that Grant Thornton be appointed as auditor to the Company. Grant Thornton is one of the leading multi-national audit firms. The Company is in receipt of a no objection letter from PriceWaterhouseCoopers. Business of the Annual General Meeting Ordinary business Resolutions nos. 1 to 3 to be proposed at the AGM are all ordinary business (as defined in the Articles) of the AGM and each will be proposed as an ordinary resolution (as defined in the Articles i.e. requiring a majority of 50 per cent. Ordinary Resolution ) as follows: 1. the adoption of the Annual Report and Accounts for the year ended 31 March 2009; 2. the reappointment of Harish Chandra Prasad Yarlagadda, who retires by rotation in accordance with the Articles, as a Director; and 3. the reappointment of Anil Kumar Chalamalasetty, who retires by rotation in accordance with the Articles, as a Director. 5
Special business Resolutions nos. 4 and 6 to 8 to be proposed at the Annual General Meeting, together with the Subscription Resolutions, are special business of the Annual General Meeting (as defined in the Articles) and, in the case of resolutions nos. 4 and 5, will be proposed as Ordinary Resolutions and, in the case of resolutions nos. 6 to 10, will be proposed as special resolutions (as defined in the Articles i.e. requiring a majority of 75 per cent. Special Resolution ), as follows: 4. the appointment of Grant Thornton as auditors of the Company, in place of the retiring auditors and to authorise the Directors to determine their remuneration; 5. the increase in the Company s authorised share capital from 90 million Ordinary Shares to 130 million Ordinary Shares; 6. the disapplication of the pre-emption rights contained in the Articles for up to 6,798,924 Ordinary Shares in respect of the options granted to the two executive Directors and a further disapplication of pre-emption rights for up to 22,663,079 Ordinary Shares (which equates to 33 per cent. of the Existing Ordinary Share Capital) save that the issue of Ordinary Shares for cash shall be limited to 6,798,924 Ordinary Shares (which equates to 10 per cent. of the Existing Ordinary Share Capital); 7. the renewal of the annual authority taken by the Company to make market acquisitions of Ordinary Shares on the terms set out in the resolution; 8. the amendment to the Articles to permit the Directors to fill a casual vacancy of the Company s auditor; 9. the disapplication of the pre-emption rights contained in the Articles to enable the allotment of 29,124,371 Ordinary Shares pursuant to the exercise of the Put Option; and 10. the amendment to the Articles disapplying, inter alia, certain forced transfer provisions in respect of GEF and its associates. Report & Accounts Accompanying this document are the Annual Report and Accounts for Greenko for the year ended 31 March 2009. Action to be taken in respect of Annual General Meeting Shareholders will find enclosed with this document a Form of Proxy for use at the Annual General Meeting. Whether or not Shareholders intend to be present at the AGM, they are requested to complete and return the Form of Proxy so as to reach Simcocks Trust Limited of 4th Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA as soon as possible and in any event not later than 48 hours before the time appointed for the Annual General Meeting, being 12 noon on 30 October 2009. Completion and return of a Form of Proxy will not however prevent the relevant Shareholder from attending the Annual General Meeting and voting in person if he should wish to do so. Recommendation The Directors believe that the Subscription and the resolutions to be proposed at the AGM are in the best interests of Shareholders and recommend that you vote in favour of the resolutions as they intend to do in respect of their shareholdings which total 8,422,000 Ordinary Shares (representing approximately 12.39 per cent. of the Existing Ordinary Share Capital). Furthermore, Aloe Private Equity has confirmed to the Board that it is their intention to vote in favour of the resolutions in respect of their funds holdings of 21,314,980 Ordinary Shares (representing approximately 31.35 per cent. of the Existing Ordinary Share Capital). Yours faithfully Harish Chandra Prasad Yarlagadda Chairman 6
APPENDIX SUMMARY OF THE SSA AND THE PUT OPTION 1. The SSA GEEMF has agreed, conditional on, inter alia, the passing of the Subscription Resolutions, to subscribe for the Preference Shares subject to the terms of the SSA. The Preference Shares will, in certain circumstances, be redeemable but shall not provide interest payments or any rights to a fixed dividend. The Preference Shares will also be convertible into ordinary shares in GM after they have been transferred to an ordinary shareholder of GM. Under the terms of the SSA, the Preference Shareholders will be entitled to appoint two directors to the seven member GM board for so long as they as they hold 20 per cent. or more of the issued share capital of GM. This is reduced to one director if the Preference Shareholders hold less than 20 per cent. but not less than 10 per cent. of the issued share capital of GM. The Preference Shareholders also have additional rights of approval on matters such as changes in the activities of the GM Group, capital raising, borrowings and the creation or grant of security over its assets, acquisitions and disposals, approval of annual budgets, a change in the auditors, the payment of distributions (outside an agreed limit) and the removal or dismissal of Anil Kumar Chalamalasetty and/or Mahesh Kolli as directors of Greenko or as employees other than for breach of their service agreements. The Preference Shareholders will also be afforded certain information rights (such as the right to receive monthly management information and quarterly management accounts). The approval and information rights cease following certain trigger events (including once the Preference Shareholders shareholding drops below 10 per cent. of the issued share capital of GM). Greenko and GEPL have provided certain warranties and indemnities on a joint and several basis to GEEMF regarding certain aspects of the business of the GM Group. Their liability under the warranties and indemnities is subject to limitations (including a cap equal to the aggregate amount of the Subscription) and GEEMF has to notify Greenko and GEPL of any claim under the warranties by 30 July 2011. In the event that a listing of the shares in GEPL takes place on an exchange, the Preference Shares will be redeemable for a sum equal to the see through value of net proceeds of sale of the Preference Shares interest in GEPL (by requiring GM to sell a proportion of its shares in GEPL to fund the redemption). On a sale of GM or GEPL or their respective businesses, assets and investments, the Preference Shareholders will be entitled to redeem the Preference Shares for an amount equal to the aggregate of capital invested in priority to the ordinary shares in the share capital of GM and a pro rata share of GM s surplus assets. Any sale of GEPL and any listing (other than a Qualified Listing (as defined in the SSA)) will require the consent of GEEMF. The SSA will terminate on, inter alia, a listing or sale of GEPL or the exercise in full of Preference Shareholders rights under the Put Option (see below). The proposed new articles of association of GM to be adopted on Completion will include certain anti-dillution provisions in favour of the Preference Shareholders and also require their consent for the issue of shares in GM to third parties. In addition the proposed new articles of association of GM will contain provisions whereby Greenko will only sell the whole (and not part only) of its ordinary shares in GM and Preference Shareholders will have the right of first refusal on a sale by Greenko of its shares in GM and a tag along right which will entitle them to require their Preference Shares to be sold at the same time. 2. The Put Option It is a condition of the SSA that the Company enters into the Put Option on Completion. Under the terms of the Put Option, if the Preference Shareholders serve an exercise notice the Company shall, within 10 business days, purchase the Preference Shares in return for the allotment of the relevant proportion of the aggregate consideration being: (a) in respect of an exercise during the period 1 January 2013 (or earlier if certain trigger events occur) to 31 December 2013, 29,124,371 Ordinary Shares; (b) in respect of an exercise during the period 1 January 2014 to 30 June 2014 the higher of: (i) 29,124,371 Ordinary Shares; and (ii) such number of Ordinary Shares at the prevailing market price as equals US$46,260,000 multiplied by an IRR of 16 per cent, achieved between the date of the Subscription and the date of exercise of the rights under the Put Option; (c) in respect of an exercise during the period 1 July 2014 to 30 June 2017 the higher of: (i) 29,124,371 Ordinary Shares; and (ii) such number of Ordinary Shares at the prevailing market price as equals US$46,260,000 multiplied by a 16 per cent. IRR from the date of the Put Option to 30 June 2014. 7
Preference Shareholders may exercise their rights under the Put Option in one or more tranches. In addition, the Preference Shareholders shall, if the Ordinary Shares are no longer traded on AIM or another market operated by a Recognised Investment Exchange, be entitled to receive cash instead of Ordinary Shares. Furthermore, if an exercise under the Put Option would result in the issue to a Preference Shareholder of such number of Ordinary Shares which, when aggregated with its existing holding and Ordinary Shares issued pursuant to previous exercises of the Put Option would be in excess of 29.99 per cent. of Greenko s issued share capital, the Company will pay cash instead of Ordinary Shares in respect of any excess. The Put Option contains certain anti dilution provisions in favour of the Preference Shareholders. The 29,124,371 Ordinary Shares shall be adjusted in the event that the Company issues any Ordinary Shares (other than allotments pursuant to the terms of the Put Option) at a price per Ordinary Share of less than 98p (the Adjusting Issue ) such that the number 29,124,371 (as reduced by the number of Ordinary Shares already allotted pursuant to the Put Option) or as adjusted in the past (the Original Number ) shall be increased by such number of Ordinary Shares as is produced by the formula (C/B) (C/A) where: A = 0.98; B = the subscription price in pounds sterling of the Ordinary Shares which are issued pursuant to the Adjusting Issue; and C = the number of Ordinary Shares which are issued pursuant to the Adjusting Issue. The Company has also agreed, for the duration of the option period, to (i) keep available for issue free from preemption rights such number of authorised but unissued Ordinary Shares as the Company requires to enable it fully to perform its obligations under the Put Option; (ii) not in any way modify the rights attaching to the Ordinary Shares to the detriment of the holders; and (iii) as soon as practicable give notice (with copies of all relevant documentation) to the Preference Shareholders of all communications with and resolutions of the members or creditors of the Company. The Put Option shall terminate on the earliest of (i) there no longer being any Preference Shares in issue; (ii) a listing of GEPL; (iii) a sale of GEPL and the receipt by the Preference Shareholders of all monetary sums due to them on redemption of the Preference Shares; and (iv) 2017. 8
GREENKO GROUP PLC (incorporated and registered in the Isle of Man with registered number 001805V) NOTICE OF SECOND ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Second Annual General Meeting of the Company will be held at 4th Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA on 30 October 2009 at 12 noon for the following purposes: ORDINARY BUSINESS To consider and if thought fit to pass the following resolutions which will be proposed as ordinary resolutions (as defined in the Company s articles of association i.e. requiring a majority in excess of 50 per cent., an Ordinary Resolution ): 1. To receive, consider and adopt the Annual Report and Accounts for the year ended 31 March 2009 together with the reports of the Directors and Auditors and any other documentation required to be annexed to the financial statements. 2. To reappoint Harish Chandra Prasad Yarlagadda as a Director of the Company. 3. To reappoint Anil Kumar Chalamalasetty as a Director of the Company. SPECIAL BUSINESS To consider and if thought fit to pass the following resolutions which, in respect of Resolutions 4 and 5, will be proposed as Ordinary Resolutions and, in respect of Resolutions 6 to 10 will be proposed as special resolutions (as defined in the Company s articles of association i.e. requiring a majority in excess of 75 per cent., a Special Resolution ): 4. THAT Grant Thornton be appointed as auditors of the Company in place of the retiring auditors to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company and that their remuneration be fixed by the Directors. 5. THAT the number of ordinary shares of 0.005 par value each in the capital of the Company ( Ordinary Shares ) available for issue by the Company pursuant to Article 4 of the Articles of Association of the Company shall be increased from 90,000,000 to 130,000,000 Ordinary Shares, such additional Ordinary Shares to rank pari passu in all respects with the existing Ordinary Shares. 6. THAT the Directors be hereby authorised and empowered, to allot up to 6,798,924 Ordinary Shares in respect of options granted to Messrs. Anil Kumar Chalamalasetty and Mahesh Kolli and up to a further 22,663,079 Ordinary Shares (being equal to 33.33 per cent. of the existing issued share capital of the Company) subject to the restriction that the issue of Ordinary Shares for cash will not exceed 6,798,924 Ordinary Shares (being equal to 10 per cent. of the existing issued share capital of the Company) in each case as if the pre-emption provisions contained in Article 5 of the Articles of Association of the Company did not apply to any such allotments, such power (unless and to the extent previously revoked, varied or reviewed by the Company in general meeting) and the powers conferred on the Directors by this resolution shall expire at the conclusion of the next annual general meeting of the Company. 7. THAT in accordance with and subject to the provisions of Article 13.1 (c)(iii) of the Company s Articles of Association the Directors of the Company be generally and unconditionally authorised to exercise all of the powers of the Company to make open market purchases of Ordinary Shares in the capital of the Company provided that: (a) the maximum number of Ordinary Shares authorised to be acquired shall not exceed 5 per cent. of the issued Ordinary Shares at the date of the Director s report referred to in Resolution 1; (b) the minimum price that may be paid for each Ordinary Share is 0.005 (par value); (c) the maximum price that may be paid for each Ordinary Share is an amount equal to 105 per cent. of the average of the mid-market quotation for an Ordinary Share as derived from the AIM Appendix of the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the Ordinary Shares are contracted to be purchased; (d) the authority conferred shall expire at the conclusion of the next annual general meeting of the Company unless such authority is varied or revoked by a subsequent Special Resolution of the members; and (e) the Company may make a contract to acquire its Ordinary Shares under the authority conferred prior to the expiry of such authority, which will or may be executed wholly or partly after such authority, and may purchase its Ordinary Shares in pursuance of any such contract. 9
8. THAT the Company s current Articles of Association be amended by inserting the following at the end of Article 143.2: The Directors may fill any casual vacancy in the office of Auditor, but while any such vacancy continues, the surviving or continuing auditor or Auditors, if any, may act. Auditors so appointed shall hold office until the conclusion of the next annual general meeting of the Company. At such annual general meeting, the Company may remove any such Auditors and appoint in their place any other persons who have been nominated for appointment by any member of the Company and of whose nomination notice has been given to the members of the Company not less than 14 days before the date of the meeting. 9. THAT, conditional on the passing of Resolution 5 above, the Directors be hereby authorised and empowered, to allot up to 29,124,371 Ordinary Shares either for cash or non-cash consideration as if the pre-emption provisions contained in Article 5 of the Articles of Association of the Company did not apply to any such allotment pursuant to the terms of the put option deed poll to be entered into by the Company and dated on or about the date of the Annual General Meeting. 10. THAT, conditional on the passing of Resolution 9 above, the Company s current Articles of Association be amended as follows: (a) the following definition be inserted between the definitions of these Articles and Auditors in Article 2.1: Associate in relation to GEF means: (a) any nominee or trustee of GEF; (b) any partner, holder of units, shareholder, participant in, or holder of other interests in GEF, whether directly or indirectly, or any nominee or trustee of such a person; (c) any direct or indirect subsidiary of GEF, wherever formed, and whether corporation, partnership or other form (each, a body corporate ), or a body corporate in which GEF is substantially interested (as that term is defined in section 988(3) of the UK 2006 Act); (d) a person who is, or a nominee or trustee of, a party to an investment management agreement with GEF or a subsidiary or holding company (or a subsidiary of such a holding company) of such person; and (e) a company or partnership managed or advised by the same manager or adviser as GEF. (b) the following definition be inserted between the definitions of execution and holder in Article 2.1: GEF Global Environment Emerging Markets Fund III, L.P. or Global Environment Emerging Markets Fund III-A, L.P. (c) the following be inserted at the end of Article 38.1: Nothing in this Article 38.1 (including, without prejudice to the foregoing, sub-article 38.1(f) or sub-articles (a) or (b) in the paragraph immediately above) shall permit or entitle the Board to refuse to register any transfer of shares to GEF or any of its Associates in any circumstances. (d) the following be inserted at the end of Article 38.2: PROVIDED THAT the Board shall not be entitled to refuse to register any transfer of shares to GEF or any of its Associates pursuant to this Article 38.2. (e) the following be inserted at the end of Article 38.3: PROVIDED THAT neither GEF nor any or its Associates shall be considered a Prohibited Person for the purposes of this Article 38.3. Registered Office: BY ORDER OF THE BOARD 4th Floor ANNE COUPER WOODS 14 Athol Street Company Secretary Douglas 7 October 2009 Isle of Man IM1 1JA 10
Notes 1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/ her. A proxy need not be a member of the Company. 2. A form of proxy is provided, which to be valid, must be completed and delivered, together with power of attorney or other authority (if any) under which it is signed (or a certified copy of such authority) to Simcocks Trust Limited, 4th Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA, so as to arrive no later than 48 hours before the time appointed for the holding of the meeting, or in the case of a poll, not less than 24 hours before the time appointed for taking the poll. 3. Completion and return of a form of proxy does not preclude a member of the Company from attending and voting in person at the Annual General Meeting. 4. Copies of the directors service contracts and letters of appointment will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturday excepted) from the date of this document until the close of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and during the Annual General Meeting. 5. The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of Man), specifies that only those members registered in the register of members as at 12 noon on 28 October 2009 (or in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjournment meeting) shall be entitled to attend or vote at the meeting in respect of the Ordinary Shares registered in their name at that time. Changes to entries on the register of members after 12 noon on 28 October 2009 (or, in the event that the meeting is adjourned, on the register of members less than 48 hours before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting. 11
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