Para 17 - Shareholder Approval - SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

16. Shareholder Approval: 17.1 No ESPS shall be offered to employees of the company unless the shareholders of the company approve ESPS by passing special resolution in the meeting of the general body of the shareholders. 17.2 The explanatory statement to the notice shall specify: (a) the price of the shares and also the number of shares to be offered to each employee. (b) the appraisal process for determining the eligibility of employee for ESPS. [1] [(c) Total number of shares to be [2] [issued].] 17.3 The number of shares offered may be different for different categories of employees. 17.4 The special resolution shall state that the company shall conform to the accounting policies specified in clause 19.2. [3] [17.5 Approval of shareholders by way of separate resolution in the general meeting shall be obtained by the company in case of; (a) allotment of shares to employees of subsidiary or holding company and, (b) allotment of shares to identified employees, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of allotment of shares.] ********* [1] Inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all notices of general meetings sent on or after June 30, 2003. [2] Substituted for granted , vide circular no. SEBI/CFD/DIL/ESOP/3/2004/22/7 dated July 22, 2004, for all notices of general meetings sent on or after June 30, 2003. [3] Inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all notices of general meetings sent on or after June 30, 2003.