32nd EXTRA-ORDINARY GENERAL MEETING

Document Summary

NOTICE is hereby given that the 32nd Extra-Ordinary General Meeting (EGM) of the members of Fincare Business Services Limited ("the Company") is scheduled for Tuesday, September 3, 2024, at 12:00 Noon at Ground Floor, Bren Mercury, Kaikondanahalli, Sarjapur Main Road, Bengaluru 560035 KA IN to consider the following special business: To sell/transfer/dispose of shares held by the Company in AU Small Finance Bank Limited, either in full or in part - Modification in Minimum Price.

The resolution proposes partial modification of approvals accorded by the Board of Directors and Shareholders in meetings held on April 30, 2024, and May 23, 2024, respectively, under Section 180(1)(a) of the Companies Act, 2013, to sell/transfer/dispose of shares held in AU Small Finance Bank Limited. The Board is authorized to deem fit to any interested buyer on terms/conditions.

The resolution approves modifying the minimum amount to Rs. 575/- (approximately 22% lower than the share swap price) in place of Rs. 623/-, with a capping to raise an amount up to Rs 1,000 Crores only by way of sale of shares of AU SFB having minimum price that will not be more than 15% lower than the share swap price at which AU SFB shares were issued to the Company in lieu of Fincare Small Finance Bank's (“Fincare Bank”) shares pursuant to merger of Fincare Bank with AU SFB i.e. not lower than Rs 623.

Mr. Gunnamreddy Dasarathreddy, Managing Director, Mr. Gautam Gupta, Chief Financial officer, Ms. Karishma Chandani, Company Secretary, and any Company directors are authorized and empowered to finalize and execute necessary documents with effect from date to give effect to above resolution.

The "Divestment Committee" or "Board of Directors" are authorized to look into all matters regarding the sale/transfer/disposal of shares held by the Company in AU Small Finance Bank Limited and execute all documents.

Shareholders can communicate their vote/response in writing within 5 days from the notice date to compsecfbsl@fincare.com. Proxy forms must be deposited at the Corporate Office not later than 48 hours before the meeting. The cut-off date for determining members eligible to attend and vote is August 2, 2024. Members seeking information must write to the Company at least seven days before the meeting.

Item No. 1 clarifies that in the 31st Extra Ordinary General Meeting held on May 23, 2024, the company received the consent from the shareholders under provisions Section 180(1)(a) of the Companies Act, 2013 to sell / transfer / dispose of the shares held by the Company in AU Small Finance Bank Limited, together with all rights, title and interests, in any manner.

The Board recommends the Special Resolution set forth in Item No.1 of the accompanying Notice, for the approval of the Members of the Company. Date: August 9, 2024. Place: Bangalore.