PLATINUM HAWK C 2019 RSC Limited

  The Directors

Proposed Transaction

In this undertaking all references to:

the “Acquisition” shall mean the proposed acquisition by WOS of, subject to the Rollover (as defined below), the entire issued and to be issued share capital of the Target which is not held by the Consortium or any Rolling Shareholder (as defined below) (the “Target Shares”):

to be effected by way of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the Companies Act 2006 (the “CA 2006”) but which may ultimately be effected by way of a takeover offer under Part 28 of the CA 2006 (an “Offer”) within the meaning of section 974 of the CA 2006 on the same terms, so far as relevant, as those which would apply to the Scheme, pursuant to which each non-Consortium shareholder of the Target will be entitled to either (i) receive cash consideration for each share of the Target it holds in exchange for transferring its shares to WOS, or (ii) elect to retain its shares in the Target (the “Rollover”, and any such shareholder electing to participate in the Rollover being a “Rolling Shareholder”); and

on the terms and conditions set out in the transaction agreement to be entered into between the Consortium and the Target (the “Transaction Agreement”); and

the “Reorganisation” shall mean the proposed reorganisation to be undertaken following completion of the Acquisition, pursuant to which all shareholders in the Target (following implementation of the Scheme) will become, to the extent they are not already, shareholders of a subsidiary of the Target, ReNew Private Limited (“ReNew Private”):

comprising the steps contained in the legal reorganisation steps plan in substantially the form set out in Annex 1 (the “Legal Reorganisation Steps Plan”);

to be effected by way of a reorganisation deed or other document governing the implementation of the Reorganisation and the steps contemplated in the Legal Reorganisation Steps Plan to be entered into in connection with the Acquisition between, amongst others, WOS, the Founder, the Target, the Rolling Shareholders and us (the “Reorganisation Deed”); and

pursuant to which the parties will enter into a shareholders’ agreement in relation to the Target and ReNew Private, governing the rights and obligations of the parties as shareholders of the Target and, subsequently, ReNew Private following the implementation of, in each case, the Acquisition and Reorganisation, substantially in the form set out in Annex 2 (the “SHA”),

Certain terms used in this undertaking are defined in Clause 14 below.

Ownership

We warrant to each member of the Consortium that:

Schedule 1 to this undertaking contains complete and accurate details of all of the Relevant Securities in which we are interested (“Relevant Securities” having the meaning set out in Clause 14.1(c) below and “interest” having the meaning set out in Clause 14.1(d));

we do not have an interest in any other shares or securities of the Target other than those set out in Schedule 1 and as described in Clause 14.1(d));

we are the registered holder and beneficial owner of or are otherwise able to control the exercise of all rights attaching to, including voting rights and the ability to procure the transfer of, the Relevant Securities; and

we have full power and authority to enter into and perform our obligations under this undertaking in accordance with its terms, and are able to transfer (or procure the transfer of) the Relevant Securities free from all liens, charges, options, equities, encumbrances and other third party rights, restrictions and interests of any nature and together with all rights now or hereafter attaching thereto, including the right to all dividends and other distributions (if any) declared, made or paid hereafter subject to the matters referred to in the announcement to be made in connection with the Acquisition (the “Announcement”).

Voting in favour of the Scheme

Unless and until this undertaking lapses in accordance with Clause 10:

for as long as the Consortium elects to implement the Acquisition by way of the Scheme, we irrevocably undertake to each member of the Consortium to exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Relevant Securities at:

any meeting of the Target’s shareholders convened by order of the Court (including any adjournment thereof) in connection with the Scheme (the “Court Meeting”); and

any general meeting of the Target (including any adjournment thereof) directly in connection with the Scheme (the “GM”),

we undertake to each member of the Consortium to exercise, or procure the registered holder to exercise, all rights attaching to the Relevant Securities to requisition or join in the requisitioning of any general meeting of the Target for the purposes of voting on any resolution referred to under Clause 3.1(a) above, or to require the Target to give notice of any meeting, in accordance with WOS’s instructions; and

without prejudice to Clause 3.1(a), we shall, after the posting of the Scheme Document to the Target’s shareholders, and without prejudice to our right to attend and vote in person at the Court Meeting and the GM:

return, or procure the return of, the signed forms of proxy enclosed with the Scheme Document, (completed, signed and voting in favour of the Scheme and the Resolutions), in accordance with the instructions printed on the forms of proxy as soon as possible and in any event within seven Business Days after the date of posting of the Scheme Document; and

not revoke or withdraw the forms of proxy once they have been returned in accordance with Clause 3.1(c)(i).

In the event that we acquire any interest in Relevant Securities after the date of this undertaking, the obligations in Clause 3.1 shall apply in relation to those securities save that the obligation in Clause 3.1(c)(ii) shall apply from the date of acquisition by us of such Relevant Securities.

Offer

We acknowledge that the Consortium has reserved the right to implement the Acquisition by way of an Offer with the consent of the Target.

Unless and until the obligations under this undertaking lapse in accordance with Clause 10, in the event that the Acquisition is implemented by way of an Offer, we confirm and agree that this undertaking shall continue to be binding in respect of the Relevant Securities and all references to the Scheme shall, where the context permits, be read as references to the Offer.

In particular, if the Acquisition is implemented by way of an Offer, references in this undertaking to:

voting (or procuring the voting) in favour of the Scheme and the resolutions to be proposed at the Court and/or shareholder meetings in person or by proxy shall be read and construed as accepting the Offer, which acceptances in such circumstances shall be tendered as soon as possible and in any event by no later than 3:00 pm (London time) on the fifth Business Day after despatch to Target shareholders of the formal document containing the full terms and conditions of the Offer (the “Offer Document”) and not withdrawing, or procuring the withdrawal of acceptances in respect of the Relevant Securities; and

the Scheme becoming effective shall be read as references to the Offer becoming unconditional; and

the Scheme lapsing or being withdrawn shall be read as reference to the withdrawal, closing or lapsing of the Offer; and

the Scheme Document shall be read as references to the Offer Document.

Dealings in Relevant Securities

sell, transfer, charge, encumber, grant any option over or otherwise dispose of or permit the sale, transfer, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any of the Relevant Securities or interest in any Relevant Securities except pursuant to the Transaction, or accept any other offer in respect of all or any Relevant Securities;

purchase or otherwise acquire (or encourage any other person to so deal in, purchase or acquire other than in accordance with the terms of the Transaction) any other securities in the Target or any interest therein or rights to acquire or subscribe for securities in the Target (including any options or derivatives), other than to the extent that they will become Relevant Securities in accordance with the terms of this undertaking;

enter into any undertaking or agreement with any third party relating to any Relevant Securities or any interest in them, including (without limitation) any agreement that could prevent us from complying with our obligations under paragraph 6 below;

restrict, constrain or remove our ability to control the exercise of all rights attaching to, including voting rights and the ability to procure the transfer of, the Relevant Securities, whether conditionally or unconditionally; or

other than pursuant to the Transaction, enter into any agreement or arrangement or permit any agreement or arrangement to be entered into or incur any obligation or permit any obligation to arise:

to do all or any of the acts referred to in paragraphs (a) to (d) (inclusive) above; or

which would or might restrict or impede us voting in favour of the Scheme or accepting the Offer, or be otherwise prejudicial to, the Transaction in respect of the Relevant Securities,

Electing to participate in the Rollover

Unless and until this undertaking lapses in accordance with Clause 10, we irrevocably undertake (whether the Acquisition is implemented by way of a Scheme or an Offer) to each member of the Consortium to:

validly elect to participate in the Rollover in respect of all of the Relevant Securities, including by duly completing, signing and delivering to the Consortium a written notice, in the form to be set out in the Scheme Document (a “Rollover Election Notice”) stating such election, provided that the Rollover Election Notice is received by the Consortium no later than five Business Days prior to the Court Meeting (the “Rollover Election Deadline”); and

subject to the terms of the Scheme, not revoke, withdraw, vary or amend such election without the prior written consent of the Consortium.

The Reorganisation

Unless and until this undertaking lapses in accordance with Clause 10, we irrevocably undertake to each member of the Consortium to:

use reasonable endeavours to procure (to the extent possible using the shareholder or contractual rights, or other legal rights, available to us and provided that we shall not have to incur unreasonable costs) that any lawful action which is necessary or desirable to give effect to the following steps in the Legal Reorganisation Steps Plan (which are to occur prior to entry into the Reorganisation Deed):

the variation of the Class C shares of the Target to have the same or substantially equivalent rights to the Class A shares of the Target;

the variation of the articles of association of the Target to permit non-pro rata distribution to facilitate the distributions contemplated by step 7(c) of the Legal Reorganisation Steps Plan;

the variation of the articles of association of the Target to permit the implementation of the “Appointer Structure” for compliance with the rule under Section 13 of the Canada Pension Plan Investment Board Regulations, SOR/99-190 that CPPIB may not, directly or indirectly, invest in the securities of a corporation to which are attached more than 30% of the votes that may be cast to elect the directors of that corporation; and

the re-registration of the Target as a private company,

enter into each of the SHA and the Reorganisation Deed;

prepare, submit, file, publish, execute and/or deliver any document, filing, application, notification, submission or other instrument (as applicable) as may be necessary or desirable pursuant to or in connection with the implementation of the steps contemplated in the Legal Reorganisation Steps Plan prior to entry into the Reorganisation Deed, as listed in clause 7.1(a)(i) to 7.1(a)(iv) (inclusive) (including in each case any deed of adherence or accession thereto); and

cooperate reasonably with each member of the Consortium in connection with obtaining any authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions, approvals, waivers, determinations and/or comfort letters that are required to be obtained, all applications, filings, notifications and submissions that are required to be made and all waiting periods that are required to have expired, from or under any of the laws or any of the practices applied by any governmental, quasi-governmental, supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust, competition, trade or merger control authority, any sectoral ministry or regulator and any foreign investment review body) in any jurisdiction (each, a “Relevant Authority”) that are necessary to satisfy any regulatory condition to the Transaction (each, a “Clearance”), including by:

providing, in a timely manner, such information (that is in our or our affiliates’ possession or control and that we are legally permitted to disclose) and such assistance within our control as may be reasonably required for the purposes of preparing and making any filings, notifications or submissions to any Relevant Authority as are necessary in connection with obtaining any Clearance, taking into account all applicable waiting periods;

promptly making any filings, notifications or submissions (including draft filings, notifications or submissions where applicable) that we are required to make to any governmental or regulatory authority in connection with the Transaction, the Reorganisation or the Rollover;

promptly providing to each member of the Consortium copies of any material correspondence and summaries of material communications received by us from any Relevant Authority in connection with any Clearance;

where reasonably requested by each member of the Consortium, making available appropriate representatives for meetings, hearings and calls with any Relevant Authority in connection with the obtaining of any Clearance (save to the extent where confidential information relating to us and our affiliates are discussed at the meetings, hearings and calls); and

not knowingly taking, or agree or commit to take any voluntary action, or entering into any agreement for, or completing, any acquisition or other transaction which would, or would be reasonably likely to, have the effect of materially delaying, impeding or preventing satisfaction of any regulatory condition to the Transaction or completion of the Transaction, provided that (a) this paragraph shall apply only to actions within our control and in our capacity as holder of the Relevant Securities or prospective Rolling Shareholder, and (b) any omission shall only be relevant to the extent it is a deliberate failure by us to take an action expressly required of us under paragraphs (i) to (iv) above,

nothing in this Clause (d) shall require us, the Abu Dhabi Investment Authority (ADIA), or any of our or their affiliates, the Government of Abu Dhabi or any entity directly or indirectly owned by the Government of Abu Dhabi to disclose or provide, or procure the disclosure or procure the disclosure or provision of, to any person (including, for the avoidance of doubt any Relevant Authority) any non-public information (including any non-public financial information): (a) relating to ADIA, its affiliates, any of its direct or indirect shareholders or ultimate beneficial owners, or any current or former directors or officers of any of the foregoing, or (b) in respect of the current or former directors or officers of, or any investments held by, any other entity (other than ADIA and its subsidiaries) ultimately owned by the Government of the Emirate of Abu Dhabi, if such information exceeds the scope and type of information that we or ADIA have previously provided to such Relevant Authority in connection with obtaining regulatory approvals for a transaction similar in nature to the transactions contemplated by the Transaction Agreement;

any cooperation and provision of information, access or assistance pursuant to this Clause (d) shall be conducted in a manner reasonably designed to preserve applicable legal professional privilege and to limit the exchange of any commercially or competitively sensitive information, which may (without limitation) include sharing information on a ‘counsel-to-counsel’ basis; and

nothing in this undertaking shall require us to accept or agree to any remedy proposed by a Relevant Authority, in connection with the Transaction.

Shareholder Actions

Prior to: (i) the withdrawal or lapsing of the Scheme; or (ii) the termination of the Transaction Agreement (whichever is earlier), we will not, in any capacity as a shareholder, without the consent of WOS, requisition solely or jointly, any general or class meeting of the Target.

Prior to: (i) the withdrawal or lapsing of the Scheme; or (ii) the termination of the Transaction Agreement (whichever is earlier), we will exercise or procure the exercise, by proxy or in person, of the votes attaching to the Relevant Securities in respect of any resolution proposed at any general or class meeting of the Target, or at any adjournment thereof (a “Relevant Resolution”):

in favour of any such resolution the passing of which is necessary to fulfil any condition of the Scheme;

against any such resolution whose passing is required in connection with any offer for Target securities that is made by a person other than the Consortium, CPPIB or any of their respective wholly-owned subsidiaries or Affiliates; and

against any such resolution which, if passed, might result in any condition of the Scheme not being fulfilled or which might impede or frustrate the Scheme in any way.

Disclosure

We consent to the issue of the Announcement.

We understand and accept that, if the Acquisition is made, this undertaking, the SHA and the Reorganisation Deed will be made available for inspection during the Scheme and that particulars of it will be contained in the Scheme Document.

We undertake to provide to WOS on written request within a reasonable period all such further information at our disposal in relation to our interests, and those of any person connected with us, in securities of the Target as WOS may reasonably require in order to comply with any legal or regulatory requirements for inclusion in the Scheme Document (or any other document reasonably required in connection with the Scheme), and we will notify WOS in writing of any material change in the accuracy or import of any information previously supplied to WOS by us as soon as reasonably practicable.

Lapse of Undertaking

Notwithstanding any other provision of this undertaking, all our obligations under this undertaking shall lapse and shall cease to have any effect if:

the Transaction Agreement has not been executed by all parties thereto on or before 8:00 am (London time) on 12 August 2026 or such later time and date as the Target and the Consortium may agree in writing;

the Announcement, substantially in the form set out in Annex 3, has not been made on or before 8:00 am (London time) on 12 August 2026 or such later time and date as the Target and the Consortium may agree in writing;

the Transaction Agreement is terminated by any party thereto prior to the completion of the Scheme or Offer;

the Consortium announces that it does not intend to make or proceed with the Transaction either on the terms set out in the Transaction Agreement and the Announcement or at all;

the Scheme lapses or is withdrawn provided that this Clause 10.1(e) shall not apply where the Scheme is withdrawn or lapses solely as a result of the Consortium exercising its right to implement the Acquisition by way of an Offer rather than a Scheme;

the Scheme has not become effective by 5:30 pm (London time) on the later of (i) 31 March 2027 and (ii) 95 days following the publication of the Scheme Document, or such later time or date as we, the Target and the Consortium may agree; or

any competing offer for the entire issued and to be issued share capital of the Target is declared unconditional or, if proceeding by way of a scheme of arrangement, becomes effective in accordance with its terms.

If this undertaking lapses, we shall have no claim against each member of the Consortium and each member of the Consortium shall have no claim against us, including in relation to any prior breach(es).

If this undertaking lapses, Clause 10.2, Clauses 13.5 to 13.7 and Clause 14 shall continue in effect.

Power of Attorney

We hereby irrevocably and by way of security for the performance of our obligations set out in this undertaking appoint WOS and any director and/or authorised representative of WOS severally to be our attorney to:

execute as a deed and deliver on our behalf forms of proxy to be issued with the Scheme Document in respect of the Relevant Securities;

sign, execute and deliver:

any documents (including without limitation any indemnity in a customary form in respect of any lost or missing share certificates), as may be necessary for or incidental to the voting in favour of the Scheme in respect of the Relevant Securities, and/or for giving full effect to this undertaking; and

the SHA and the Reorganisation Deed (including in each case any deed of adherence or accession thereto); and

to do all acts and things as may be necessary for or incidental to the voting in favour of the Scheme and the Resolutions in respect of the Relevant Securities, the implementation of the steps contemplated in the Legal Reorganisation Steps Plan prior to entry into the Reorganisation Deed, as listed in clause 7.1(a)(i) to 7.1(a)(iv) (inclusive) and/or for giving full effect to this undertaking.

Confidentiality

General

Without prejudice to Clauses 10.1(a) and/or 10.1(b), we acknowledge and accept that nothing in this undertaking obliges the Consortium to announce or make the Acquisition or undertake the Transaction.

We acknowledge and accept that time shall be of the essence as regards any time, date or period mentioned in this undertaking or extended by mutual agreement.

With regard to any of the Relevant Securities not registered in our name, we will give the registered holder(s) of those Relevant Securities instructions to, and we will procure that such registered holders act in accordance with the terms of this undertaking.

We confirm that we fully understand our obligations hereunder and the consequences of entering into those obligations. We understand and agree that, if we fail to vote in favour of the Scheme, participate in and implement the Reorganisation, enter into the SHA and/or the Reorganisation Deed and/or any other document deemed necessary or desirable in accordance with our obligations in this undertaking, or if we are otherwise in breach of those obligations, an order of specific performance may be the only adequate remedy.

Nothing in this undertaking is intended to confer on any person any right to enforce any term of this undertaking which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

This undertaking and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with English law.

The English courts have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with this undertaking (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with this undertaking) and we irrevocably submit to the exclusive jurisdiction of the English courts for all purposes in relation to this undertaking.

Interpretation

In this undertaking:

references to “Business Days” means a day, other than a Saturday, Sunday or public holiday when banks are open for business in London;

the expressions “the Scheme”, “the Offer” and “the Acquisition” shall be construed mutatis mutandis as including any amended, revised, extended, improved, increased, additional or other offer or offers made, or scheme or schemes proposed, by or on behalf of WOS for, or in relation to, the securities of the Target, provided that, in relation to any such offer, the terms of such offer(s) are, in the opinion of both (i) the Consortium’s and Target’s financial advisers; and (ii) the special committee comprising all independent directors of the Target established by the Target’s board of directors for the purposes of considering, negotiating and implementing the Acquisition, at least as favourable to shareholders of the Target as the terms set out in the Announcement;

“Relevant Securities” means all Target shares and securities in which we are interested and including any other securities in Target issued after the date hereof and attributable to or derived from such securities;

an “interest” in shares or securities has the same meaning in this undertaking as it does for the purposes of section 820 and sections 822-825 of the CA 2006;

references to “Affiliates”means, in relation to any person (the relevant person), (i) any person Controlled by the relevant person (whether directly or indirectly); (ii) any person Controlling (directly or indirectly) the relevant person; (iii) any person Controlled (whether directly or indirectly) by any person Controlling the relevant person, but in respect of CPPIB and WOS and/or its other Affiliates, shall exclude the members of the CPPIB or WOS group and any and all of their respective portfolio companies which are not 100 per cent owned and Controlled by them.

references to “Control” means, in relation to any person (being the Controlled Person), being (i) entitled to exercise, or control the exercise of (directly or indirectly) more than 50 per cent of the voting power at any general meeting of the shareholders, members or partners or other equity holders (and including, in the case of a limited partnership, of the limited partners of) (or in the case of a trust, of the beneficiaries thereof) in respect of all or substantially all matters falling to be decided by resolution or meeting of such persons; or (ii) entitled (including by virtue of the provisions contained in the constitutional documents of the Controlled Person or pursuant to applicable governance rights or delegated authority in respect of such Controlled Person) to appoint or remove or control the appointment or removal of: (1) directors on the Controlled Person’s board of directors or its other governing body (or, in the case of a limited partnership, of the board or other governing body of its general partner) who are able (in the aggregate) to exercise more than 50 per cent of the voting power at meetings of that board or governing body in respect of all or substantially all matters; (2) any managing member of such Controlled Person; (3) in the case of a limited partnership, its general partner; and/or (4) in the case of a trust, its trustee and/or manager;

references to “the period of the Scheme” are references to the period commencing on the date of this undertaking and continuing thereafter unless and until the Scheme becomes effective, lapses or is withdrawn; and

any reference to a time, date or period is a reference to London time.

The headings and sub-headings in this undertaking are for convenience only and shall not affect its interpretation.

Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa.

Shares

Platinum Cactus A 2019 Trust, through its trustee Platinum Hawk C 2019 RSC

Limited

EXECUTED as a deed by

PLATINUM CACTUS A 2019 TRUST,

acting by its trustee, PLATINUM HAWK C

2019 RSC LIMITED

Step

Description

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

Transaction Agreement

Transaction Agreement to be executed

Founder

UK Co

Following documents expected to be in agreed form at time of signing transaction document:

Irrevocable Undertakings

Irrevocable undertakings to be executed

ADIA

Jera

Take-Private and certain other steps contemplated by this document to be implemented by CPPIB shall include any of its wholly-owned subsidiaries or affiliates.

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

CPPIB

Founder

13E-3 is a US securities shareholder disclosure document designed to provide additional disclosure in take-private transactions involving an existing shareholder. It will reference contents of the scheme document and will not functionally be a different document. An undated version of the Scheme Document will be an exhibit to the initial 13E-3 filing.

The SEC may choose to review and comment on the filing, and if they do, the commenting process can take anywhere between 5 to 10 weeks, depending on the extent of comments and speed of response.

No.

Document / Action

Timing and
Dependencies

Comments

CPPIB

Kings

Counsel³

Documents⁴ required for the Direction Hearing include:

Computershare

The UK PLC warrants expire on 23 August 2026 and it is assumed the sanction hearing will take place after this date such that the warrants shall expire in accordance with their own terms. This steps plan therefore does not include any steps in relation to outstanding UK Co warrants.

Andrew Thornton KC has again been instructed as Scheme counsel for the matter.

Scheme documents to reflect the depositary structure as needed.

No.

Document / Action

Timing and
Dependencies

Comments

Proposal to include:

Approval of the Scheme requires a positive vote of: (i) majority in number; and (ii) 75% in value of members present and voting in person or by proxy.

Documents required for the shareholder meetings include:

No.

Document / Action

Timing and
Dependencies

Comments

30% Rule Structuring⁵

Articles of UK Co and RPL to be amended to include 30% Rule provisions.

CPPIB is a Canadian Crown Corporation created by statute. Under Section 13 of the Canada Pension Plan Investment Board Regulations, SOR/99-190, CPPIB may not, directly or indirectly, invest in the securities of a corporation to which are attached more than 30% of the votes that may be cast to elect the directors of that corporation (the 30% Rule).

The “Appointer Structure” works as follows:

the right to vote for the election / appointment and removal of directors shall be removed from all shares of UK Co by expressly stating in the articles of association of UK Co that none of the securities issued by UK Co carry any right to appoint, elect, remove or replace (or to vote for the appointment, election, removal or replacement of) the directors of UK Co; rather, the sole and exclusive rights to do so vests in one or more named entities (the Appointer(s));

CPPIB and each other shareholder in UK plc having director appointment rights will appoint an Appointer. These Appointers can be any affiliated entity of the applicable shareholders that does not directly own (legally or beneficially) any securities in UK Co (e.g., CPPIB’s Appointer will be a subsidiary of CPPIB). For completeness, a shareholder cannot act as its own Appointer;

the articles of association of UK Co will provide for the maximum number of directors that each Appointer may appoint. The SHA will clarify the actual number of directors that each Appointer can appoint based on the shareholder ownership and how the appointment numbers may change based on ownership changes. The SHA will also include a covenant that the shareholders will amend the articles of association of UK Co to the extent needed to reflect the governance arrangements agreed to in the SHA; and

A short deed will additionally be entered into pursuant to which the shareholders agree in favour of the Appointers not to exercise any such rights under the local corporate law statute and/or common law that would be inconsistent or conflict with the Appointers’ sole and exclusive right(s) to appoint and remove the directors as reflected in the articles,

No.

Document / Action

Timing and
Dependencies

Comments

Reorganisation Documents

To ensure compliance with the 30% Rule at RPL level after the Collapse, the RPL articles will include an irrevocable waiver from CPPIB

Variation of class rights of Class C shares

Articles of UK Co to be amended to vary rights of Class C shares.

Reorganisation Documents

The effect of the variation of class rights will be that the Class C shares will have the same, or substantially equivalent, rights to the Class A shares.

Once completed, UK Co will need to file Form SH12 with Companies House within 28 days.

Variation of Articles of UK Co to permit non-pro rata distributions

Articles of UK Co to be amended to enable Step 7(c) to occur.

No.

Document / Action

Timing and
Dependencies

Comments

Reorganisation Documents

CPPIB

Founder

Transaction Agreement shall include the full list of Conditions.

It is expected that the consent required under the Group’s financing arrangements with Natixis will be obtained prior to Take-private Completion.

Antitrust approvals

Antitrust approvals from various jurisdictions specified in the Transaction Agreement will need to be obtained prior to take-private completion, including by way of a single consolidated notification / filing to the Competition Commission of India. This will also include any antitrust approvals required in connection with the Collapse (including all intermediate steps and transactions) on account of the steps in the transaction being highly dependent and interlinked.

Approval requirements

Consent / intimations (as applicable) under various contracts to be obtained / provided for the Take-private process, including for the delisting of UK Co and other related matters.

No.

Document / Action

Timing and
Dependencies

Comments

Valuation report(s)

UK Co to obtain valuation report required under the Indian Income Tax Act 2025 and the Indian Income Tax Rules, 2026.

CPPIB

King’s
Counsel

Documents required for the Sanction Hearing include:

No.

Document / Action

Timing and
Dependencies

Comments

Filing of Sanction Hearing Court Order with Companies House

The Scheme of Arrangement will become effective, and the Take-private Completion will occur, on the date that the Court Order is filed with Companies House.

Generally, within 1

or 2 Business Days’ of the Sanction Hearing

CPPIB

Acquisition of free float by CPPIB

On Take-private Completion, CPPIB will acquire the free float pursuant to the Scheme of Arrangement.

No.

Document / Action

Timing and
Dependencies

Comments

Shareholders Agreement to be executed

Consortium, RPL,UK Co and Continuing Investors (via PoA) to execute the SHA

To be in agreed form by signing of the Transaction Agreement

To be executed on Take-private Completion

UK Co

RPL

Continuing
Investors (via
PoA)

Reorganisation Deed to be executed

Consortium, Continuing Investors (via PoA), RPL and UK Co to execute the Reorganisation Deed

UK Co

RPL

Continuing
Investors (via
PoA)

Appointer Deed to be executed

CPPIB and each other shareholder(s) having director appointment rights in UK Co to execute the Appointer Deed

To be in agreed form by signing of the Transaction Agreement

To be executed on Take-private Completion

Shareholder( s)
having director
appointment
rights in UK
Co

No.

Document / Action

Timing and
Dependencies

Comments

CPPIB

Founder

No.

Document / Action

Timing and
Dependencies

Comments

Founder Share Awards to be terminated and new Share Awards to be issued in RPL

Action

Founder Share Options, RSUs and PBUs to be terminated upon Take-private Completion, and new RPL awards to be issued on equivalent terms (and subject to applicable Indian laws).

Documents

RPL

Founder will have agreed to the treatment of his equity awards.

A separate Founder-specific option plan is required for Indian law reasons.

UK Co board resolutions to confirm cancellation of Founder Share Awards subject to grant of new RPL awards.

Employee Share Awards to be termi

nated and New Employee Share Awards to be issued by RPL on equivalent terms

Action

Employee Share Options, RSUs and PBUs to be terminated upon Take-private Completion.

Cancellation of existing options on Take-private Completion.

Issuance of new RPL awards within 5 business days following Take-private Completion.

RPL

Participant consent required (see Row 9)

UK Co board resolutions to confirm cancellation of Employee Share Awards subject to grant of new RPL awards.

No.

Document / Action

Timing and
Dependencies

Comments

Documents

Form 25 filed with SEC on Take-private Completion

Form 15 filed with SEC at earliest ten days after Form 25 is filed

Deregistration effective 90 days following filing of Form 15

De-listing and de-registering in the U.S. require filing a Form 25 and a Form 15 with the SEC. Form 15 suspends registration.

The Form 25 is filed on Take-private Completion to effect the de-listing and commence the de-registration process. The earliest the Form 15 could be filed is ten days after the Form 25 is filed.

UK Co director changes

Directors to resign and new directors to be appointed in accordance with the UK Co SHA

Following documents expected to be in agreed form on Take-private Completion:

No.

Document / Action

Timing and
Dependencies

Comments

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

CPPIB

UK Co to be re-registered as a private limited company

Process

Re-registration of UK Co as a private limited company must be approved by UK Co’s board of directors and a special resolution of the shareholders. Once approved, UK Co will file Form RR02 with Companies house, formally notifying it of UK Co’s intention to re-register. Re-registration will be effective once Companies House has processed the relevant documents and issued a new certificate of incorporation.

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

Reorganisation Documents

Redemption of Neerg Energy preference shares

Preference shares held by Neerg Energy to remain outstanding until UK Co is converted into a private company, at following which they shall be redeemed at nominal value as per agreed terms.

Process

Preference shares may be redeemed by UK Co on not less than two business days’ written notice to the holder.

CPPIB

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

Company to facilitate the implementation of the Reorganisation

Action

Shareholders to enter into subscription agreement with UK Co for Class A shares in UK Co

Reorganisation Documents

UK Co uses some of the proceeds of Primary Infusion to repay outstanding balance (including accrued unpaid interest) owing to Diamond II under the Unsecured Loan Agreement7

Action

UK Co to give five business days’ notice of repayment

Reorganisation Documents

Diamond II

This will be followed by: (a) the repayment of the loan from owing from Diamond II to the IFSC gift city entity, and (b) the infusion of debt by the IFSC gift city entity into RPL / its subsidiaries.

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

UK Co to transfer its shares in RPL to CPPIB and Continuing Investors⁸

Process

UK Co to transfer its shares in RPL to CPPIB and Continuing Investors. Transfers will be in proportion to CPPIB and Continuing Investors’ shareholdings in UK Co based on economic rights not voting rights.

Consideration to be left outstanding (i.e., receivables owing from each of CPPIB and Continuing Investors to UK Co for amounts equal to the value of the RPL shares).

All tranches of shares in RPL held by UK Co with different costs of acquisition shall be transferred to the existing shareholders on a proportionate basis.

Following Steps 1

– 5

CPPIB

ADIA and
JERA

RPL

RPL will need to provide a letter to UK Co confirming that the proposed transfer of shares by UK Co to CPPIB and the Continuing Investors is in accordance with the provisions of the (Indian) Companies Act.

Such letter will need to be provided by UK Co to the depository along with the delivery instructions to enable the depository to initiate the transfer.

All shareholders proposed to hold shares in RPL will need to have a demat account in place prior to the Collapse Closing.

The SHA will include customary cooperation undertakings with regard to obtaining required consents.

To be determined whether the Founder will still have shares in UK Co at this stage.

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

Reorganisation Documents

To be effected via a single agreement between UK Co, CPPIB and Continuing Investors (via Power of Attorney) with simultaneous closings.

Anti-trust and FDI approvals

It is anticipated that any anti-trust or FDI approvals required in connection with the Collapse (including all intermediate steps and transactions) will be sought at the same time as the approvals are sought in connection with the Take-private by way of a single consolidated notification/filing to the Competition Commission of India, on account of the steps in the transaction being highly dependent and inter-linked. In other words, the intention is that the Collapse is “pre-approved” by all relevant regulators. If any public shareholders of UK Co are Indian resident entities, the transfer of RPL shares to such resident must be undertaken at a price which is no more than the fair market value of equity instruments of RPL (as calculated in accordance with an internationally accepted pricing methodology for valuation). Under the Indian exchange control laws, the valuation certificate must be completed no more than 90 days before the date of the transfer of RPL shares.

If any Continuing Investors are Indian residents, payment must be conducted through an inward remittance through banking channels / funds held in repatriable foreign currency or rupee account (and not a settlement of funds). A transaction through a payables / receivables structure for Indian resident Continuing Investors would require RBI approval.

Approval requirements

Consents / intimations (as applicable) under various contracts to be obtained / provided for the collapse of UK Co, including for change in shareholding and other related matters.

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

Additional documents

The following documents will also be required of UK Co:

RPL director changes

Directors to step down and new directors to be appointed in accordance with the SHA and applicable Indian law

Documents

On Collapse

Documents to be filed prior to director changes (except for Form DIR-12 to be filed after new appointments)

Appointee
director(s)

Firstly a DSC and then a DIN to be obtained by each appointee director prior to appointment (which takes c.3 working days each).

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

UK Co to undertake a reduction of capital

Action

UK Co to reduce share premium created by Primary Infusion in Step 5 in order to create sufficient distributable reserves to enable UK Co to distribute Collapse Receivables to the Consortium (see Step 7(c)).

Process and Reorganisation Documents

Capital reduction process includes:

(i) preparation of solvency statement

(ii) shareholders approval (75% majority);

(iii) signing of compliance statement by directors; (iv) filings with Companies House within 15 days of special resolution (including Form SH19).

Once Companies House registers the documents, the reduction is legally effective.

The Board of
UK Co

Form DIR-12 to be filed by RPL with the Ministry of Corporate Affairs to report the appointment of director(s) to the registrar of companies.

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

Provided that the reduction is planned for in advance, it should be possible to complete in

c. 1-2 weeks.

UK Co to conduct off-market buyback for Class B Share and Class D Share

Process

Buyback must be approved by an ordinary resolution of the shareholders and documented in a written contract (in this case, the Reorganisation Deed) approved before Take-private Completion.

Once completed, UK Co will cancel the repurchased shares and file Form SH03 and SH06 if applicable with Companies House within 28 days.

Reorganisation Documents

CPPIB

Founder

This step is taken to simplify the capital structure in UK Co before the distribution of Collapse Receivables at step 39 below.

Pricing

We expect the buyback to take place at fair market value.

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

UK Co to distribute receivables created by Collapse to Consortium and Continuing Investors

Process

Following the Collapse, the consideration left outstanding under the transfer agreements entered into by UK Co, the Consortium and the Continuing Investors will be reflected as receivables in the books of UK Co (the Collapse Receivables).

The Collapse Receivables will be distributed to the Consortium and Continuing Investors thereby eliminating the Collapse Receivables.

Reorganisation Documents

CPPIB

The “shares being transferred for less than £1000” box will need to be ticked on the SH03 given that the B and D shares being repurchases will have nominal value.

No.

Document / Action

Timing and
Dependencies

Responsible
Party(ies)

Comments

Ultimate intention is to wind-up UK Co. It is expected that this will be done at some point following the Take-private Completion and the Collapse by way of a members’ voluntary liquidation (MVL).

Process for a MVL involves the appointment of a third party liquidator and typically takes between 6-12 months. However, that timeline could be significantly reduced if: (i) by the time of the liquidation UK Co has very limited assets and liabilities; and (ii) discussions with the liquidator are commenced early.

It is expected that the power of attorney to be provided by shareholders in connection with the reorganisation and collapse will capture consenting to any future MVL process.

UK PLC

Further finance

New Issues of Shareholder Instruments

General governance

Directors and management

Investor Proceedings

Conflicts

Investor Reserved Matters

Deadlock

Business Plan and Annual Budget

Financial matters, information, reporting and retention of records

Distributions

Founder Annual Liquidity

Founder Post-Closing Liquidity

Founder IPO Liquidity

Founder Liquidity Tax Matters

Founder Restrictive Covenant

Restrictions on Transfer

Provisions applying to all Transfers

Right of First Offer

Tag Along

Drag Along

Block Trades

Mandatory Consents for Transfers and new issues

Registration and monitoring of Transfers and issues

Indian IPO and Exit

Default and Trigger Events

Termination

Tax matters

Pillar 2

Payments

30% Rule

Confidentiality

Marketing and other Transfer support

Announcements

Notices

Warranties

Holdings by members of an Investor Group

Anti Bribery and Corruption and Anti-Money Laundering

Sanctions

Costs and interest

Whole agreement

Legal Relationship

Assignment

Variations

Invalid terms

Enforceability, rights and remedies

Further assurances

Counterparts

Governing law

Dispute Resolution

Part B Investor Super Majority Matters

CANADA PENSION PLAN INVESTMENT BOARD, a Canadian crown corporation organised and validly existing under the Canada Pension Plan Investment Board Act, 1997, c.40, whose registered office is at 141 Bay Street, Suite 3100 Toronto, Ontario, Canada M5J 0G3 (CPPIB Parent);

DYUTI PRIVATE HOLDINGS INC., a Canadian corporation incorporated under the Canada Business Corporations Act, whose registered office is at 141 Bay Street, Suite 3100 Toronto, Ontario, Canada M5J 0G3, under corporation number 1532365-7 (CPPIB);

The Investors whose names and addresses are set out in Schedule 12 (the Continuing Investors);

MR. SUMANT SINHA, passport number Z7764314 and presently residing at 1017 B, Aralias, DLF Golf Course Road, Gurgaon – 122009, India (the Founder);

WISEMORE ADVISORY PRIVATE LIMITED, a company incorporated under the provisions of the (Indian) Companies Act, 2013 and whose registered office is at 1017 B, Aralias, DLF Golf Course Road, Gurgaon – 122009, India (Wisemore);

COGNISIA INVESTMENT, a partnership firm whose registered office is at 1017B, Aralias, Golf Course Road, DLF Phase V, Gurgaon, Haryana-122009 (Cognisia);

[Appointer A] (Appointer A);

[Appointer B] (Appointer B);

RENEW PRIVATE LIMITED, a company with limited liability incorporated under the Laws of India and having its registered office at 138, Ansal Chambers II, Bhikaji Cama Place, Delhi, India - 110066 (the Company); and

RENEW ENERGY GLOBAL PLC, a public limited company incorporated in England and Wales with registered number 13220321 and having its registered office at c/o Vistra (UK) Ltd, Suite 3, 7th Floor, 50 Broadway, London, England, SW1H 0DB (UK PLC).

Following the closing of the take-private of UK PLC (Closing), CPPIB, CPPIB Parent and the Founder (together, the Consortium), together with the Continuing Investors, currently hold all of the shares in UK PLC;

The terms of the Reorganisation Deed shall, amongst others, provide that: (i) the deferred shares, Class B Shares and Class D Shares of UK PLC shall be bought back and cancelled and the redeemable preference shares of UK PLC will be redeemed; (ii) CPPIB Parent shall Transfer all of the Shares that it holds directly in the Company to CPPIB; and (iii) the members of the Consortium, together with each of the Continuing Investors, will acquire Shares in the Company from UK PLC in proportion to their shareholdings in UK PLC, ignoring for these purposes any holding of deferred shares, Class B Shares or Class D Shares (the PLC Collapse); and

CPPIB, the Founder Investor Group, the Founder, the Continuing Investors and the Appointers are entering into this Agreement in order to set out the terms governing their relationship as investors and how Directors will be appointed and removed in UK PLC and the Company with effect from Closing.

UK PLC

All Clauses and Schedules of this Agreement shall take effect immediately upon Closing.

Until such time as Collapse Closing occurs:

each party other than the Continuing Investors and their respective Affiliates shall cooperate (acting reasonably and in good faith) to take, or cause to be taken, all such actions as are reasonably necessary to obtain or deliver (as applicable), as promptly as practicable, all third-party consents, waivers, confirmations or notifications required under any material agreement, instrument or arrangement to which the Group is a party in order to: (i) give effect to Collapse Closing in a manner consistent with the Reorganisation Deed (including but not limited to the adoption of the Articles by the Company conditional upon, and with effect from Collapse Closing); and (ii) do so in a manner that does not constitute a breach or default under any such agreement or give rise to any right of termination, acceleration, amendment or other adverse consequence under any such agreement, provided that the obtaining of such consents, waivers or confirmations shall not be a condition to Collapse Closing taking place as contemplated in accordance with the terms of the Reorganisation Deed; and

each of the Continuing Investors shall, so far as they are legally able, exercise all voting rights and powers (direct or indirect) available to it as a shareholder in UK PLC as are reasonably necessary in order to give effect to Collapse Closing in a manner consistent with the Reorganisation Deed, including but not limited to the adoption of the Articles by the Company conditional upon, and with effect from Collapse Closing.

As soon as reasonably practicable following Collapse Closing, each party other than the Continuing Investors and their respective Affiliates shall cooperate (acting reasonably and in good faith) to take, or cause to be taken, all such actions as are reasonably necessary to notify as promptly as practicable, all third-party counterparties required under any material agreement, instrument or arrangement to which the Group is a party that Collapse Closing has taken place.

Further finance

The business of the Group shall be the provision and manufacturing of decarbonisation solutions and any ancillary, complementary, adjacent or reasonably related activities to such business (the Business).

Any funding requirements of the Group shall be as set out in the Business Plan or as otherwise approved in writing in accordance with the terms of this Agreement.

Any funding requirements of the UK PLC Group shall be as approved:

in respect of the period until Collapse Closing, in accordance with the terms of this Agreement; and

in respect of the period after Collapse Closing, in accordance with the UK PLC Articles.

Other than as provided in this Agreement, no Investor (nor any of its Affiliates) shall be required to provide additional funding (in any form) to the Group and/or the UK PLC Group.

If, at any time, the Board considers that any Group Member requires further funding, the Company may, if approved by the Board, either:

approach the Group’s banking sources or other financial institutions to obtain third party debt finance; or

seek further debt and/or equity finance from the Investors in accordance with Clause 3 (New Issues of Shareholder Instruments).

New Issues of Shareholder Instruments

So far as they are legally able, each Investor shall exercise all voting rights and powers (direct or indirect) available to it as a shareholder in Topco to ensure that no Shareholder Instruments are issued or granted by Topco:

unless such issue or grant is expressly provided for in the Business Plan and/or the Reorganisation Deed;

if and to the extent that such issue or grant constitutes a deviation of more than 10 per cent from what is expressly provided for in the Business Plan (prior to taking into account any automatic amendments as a result of the operation of this Clause 3.1), unless prior written consent to such issue or grant has been given by each Investor Group which, as at Closing, holds an aggregate Equity Proportion of 12.5 per cent or more (for the avoidance of doubt, such consent right is not exercisable by any such Investor to the extent it undergoes a Change of Control, nor is it transferable to any transferee of such Investor (other than a Permitted Affiliate Transferee)), in which case the Business Plan or Annual Budget shall be automatically amended to reflect such issue or grant to the extent that the Investors exercise their rights to subscribe for the relevant Shareholder Instruments in accordance with Schedule 1 (Pre-emption on Issue);

save in circumstances where Clause 3.3 applies, unless: (i) the Investors have first been offered an opportunity to subscribe for such New Shareholder Instruments in accordance with the procedure set out in Schedule 1 (Pre-emption on Issue); and (ii) immediately following the issuance of New Shareholder Instruments in accordance with Schedule 1 (Pre-emption on Issue), the Company has issued and allotted such number of Shares to the Award Holders as is equivalent to the Shortfall Proportion, on the same terms as the terms of the New Shareholder Instruments issued in accordance with the procedure set out in Schedule 1 (Pre-emption on Issue); and

to any person (other than in relation to any issue or grant of Shareholder Instruments by a Group Member to a Wholly Owned Group Member) that is not an existing Investor until:

such person has become a party to this Agreement by executing and delivering to Topco and each other Investor a Deed of Adherence as an Investor; and

where such person is a Controlled Person that is not a Permitted Affiliate Transferee, such person’s Approved Parent executes and delivers to Topco a Deed of Adherence as an Approved Parent, provided that, if one or more Shareholder Instruments are subsequently Transferred to such person, such person shall immediately become an Investor for the purposes of this Agreement (in addition to being an Approved Parent, if relevant).

No Shareholder Instruments shall be issued or granted:

to any person that is:

a Restricted Person; or

a Sanctioned Person or a person where, in the reasonable opinion of the Board, there is, or would be, a risk of Topco or any of the Investors being in breach of Sanctions Law were such a person to hold Shareholder Instruments or become a party to this Agreement; or

if such issuance would constitute or result in a breach or violation of, or non-compliance with, any applicable foreign direct investment Laws, regulations, rules, or governmental orders.

Clause 3.1(c) and the obligation to offer New Shareholder Instruments to Investors and any Award Holders in accordance with the procedure set out in Schedule 1 (Pre-emption on Issue) shall not apply in relation to any of the following:

any issue or grant of Shareholder Instruments by a Group Member to a Wholly Owned Group Member;

any Employee Issue;

an issue of new securities in connection with the IPO Primary Issuance in accordance with Clause 26 (Indian IPO and Exit);

any issue or grant of Shareholder Instruments in UK PLC pursuant to the Reorganisation Deed;

any Emergency Funding Issue made in compliance with Schedule 2 (Emergency funding procedure);

any issue or grant of Shares pursuant to Clauses 21.11 or 22.7; or

any issue or grant of Shareholder Instruments in respect of which prior Investor Super Majority Consent and the written consent of the Founder has been obtained.

Indian Tax Valuation and Reporting Requirements

In respect of any issue or grant of New Shareholder Instruments by way of a rights issue or preferential allotment by Topco or any Group Member incorporated in India (including, following Collapse Closing, the Company), Topco shall, so far as it is legally able, exercise its rights with respect to each relevant Group Member to procure that (and each of the Investors shall, so far as it is legally able, exercise all voting rights and powers (direct or indirect) available to it as a shareholder in Topco or under this Agreement to ensure that), at the relevant Group Member’s cost and prior to such issue or grant, an Issuance Tax Benchmark Valuation Report is procured, prepared on a reliance basis by a SEBI registered merchant banker, chartered accountant or a Big Four Accounting Firm (as required by applicable Law), and a copy of such Issuance Tax Benchmark Valuation Report is provided to each Investor entitled to subscribe for such New Shareholder Instruments, provided that an Issuance Tax Benchmark Valuation Report shall not be required in respect of a rights issue in which all shareholders participate in the ratio of their existing shareholding, and provided further that Topco or the relevant Group Member may procure such report in any event.

The Subscription Price for any New Shareholder Instruments issued or granted pursuant to a rights issue or preferential allotment referred to in Clause 3.4(a) above shall not be less than the net asset value determined in the applicable Issuance Tax Benchmark Valuation Report.

Each of the Company and, until Collapse Closing, UK PLC shall procure that each relevant Group Member (or its duly authorised agents) shall, at that Group Member’s cost and within any applicable time limit, prepare, submit and deal with (or procure the preparation, submission and dealing with) all reports, returns and filings required to be made under the Indian transfer pricing provisions of the IT Act in respect of any issue or grant of New Shareholder Instruments, on the following basis:

in respect of any issue or grant of New Shareholder Instruments by UK PLC prior to Collapse Closing the relevant transaction shall be reported in Form 48 within the time period prescribed under applicable Law;

in respect of any issue or grant of New Shareholder Instruments by the Company following Collapse Closing to an Investor that is not resident in India for Tax purposes, the relevant transaction shall be reported in Form 48 within the time period prescribed under applicable Law.

Each of the Company and, until Collapse Closing, UK PLC shall provide and afford to each relevant Investor, within a reasonable time period following the filing of any Form 48 pursuant to Clause 3.4(c) above, a copy of such Form 48, and each Investor undertakes and agrees to provide such information as Topco may reasonably require in connection with the preparation and filing of any Form 48, provided that such information is in the possession of, or is reasonably available to, the relevant Investor.

General governance

Topco shall have a Board which shall be constituted in accordance with Clause 5 (Directors and management) and Schedule 4 (Board and management appointments) from time to time.

The Board shall be responsible for the overall direction, supervision and management of the Group in accordance with the Business Plan, the Annual Budget, the provisions of this Agreement and the Reorganisation Deed, and shall be responsible for all decisions in respect of the Group and in the absence of the Management Delegation of Authority Matrix shall retain all decision-making, save that:

the Board may delegate certain powers to Management from time to time pursuant to the Management Delegation of Authority Matrix, which the Company shall adopt after the Closing Date on such date as is determined by the Board; and

the Board shall not pass or implement any resolution in respect of any Investor Reserved Matter unless the Requisite Approval has first been obtained in accordance with Clause 8 (Investor Reserved Matters) or such resolution or implementation (as the case may be) is wholly conditional on such Requisite Approval being so obtained.

The Board shall consult with the CEO from time to time in respect of any proposed changes to the Management Delegation of Authority Matrix.

If this Agreement, the Articles or Law is silent as to whether a particular matter falls within the competence of a General Meeting or the Board, each Investor agrees that such matter shall fall within the competence of the Board.

Proceedings and papers, minutes and notices of the Board and committees of the Board shall be in English. Topco shall, so far as it is legally able, procure that (and each of the Investors shall, so far as it is legally able, exercise all voting rights and powers (direct or indirect) available to it as a shareholder in Topco or under this Agreement to ensure that) proceedings and papers, minutes and notices of the boards and committees of each other Group Member shall be in English.

Each of:

UK PLC and the Company shall, so far as they are legally able, do, execute and deliver (and each member of the Controlling Investor Group shall procure that UK PLC and the Company do, execute and deliver) all such acts, documents and things; and

each of the Investors shall, so far as it is legally able, exercise all voting rights and powers (direct or indirect) available to it as a shareholder in the Company and/or UK PLC or under this Agreement to ensure that such acts, documents and things are done, executed and delivered,

Directors and management

of the Board: nomination and removal of Directors

From the date of this Agreement until the date on which a Listing occurs, subject to any requirement under applicable Law, the composition of the Board shall be determined in accordance with paragraphs 1 to 5 of Schedule4 (Board and management appointments).

If the Equity Proportion of an Investor Group at any time falls below the level required to entitle that Investor Group or its Relevant Appointer (as applicable) to nominate for appointment or appoint (as applicable) the number of Directors then appointed further to nominations or appointments (as applicable) made by it pursuant to Schedule 4 (Board and management appointments), the Directors not nominated by that Investor Group or appointed by its Relevant Appointer (as applicable) (the Non-Affected Directors) shall resolve to remove:

such Director(s) as the relevant Investor or its Relevant Appointer (as applicable) promptly notifies the Board in writing; or

failing that, such Director(s) as the Non-Affected Directors shall determine by simple majority,

Save in respect of the circumstances set out in Clause 40.13, each Investor Group that has a right to nominate one or more Directors for appointment pursuant to paragraph 2 of Schedule 4 (Board and management appointments), or its Relevant Appointer (as applicable), may nominate a Director for appointment or appoint a Director (as applicable), or request that a Director nominated by it or appointed by its Relevant Appointer (as applicable) be removed, by notice in writing to Topco. The appointment or removal shall, unless the notice indicates otherwise:

prior to Collapse Closing, take effect from the date the notice is received by UK PLC without the need for any further shareholder approval; and

from Collapse Closing, take effect from the date of approval by the shareholders of the Company by ordinary resolution, provided that in the case of a removal under Clauses 5.2 or 40.13, the removal shall take effect immediately.

Upon receipt, or in the case of Clauses 5.2 or 40.13 upon the deemed giving and receipt, of any such notice from an Investor Group or its Relevant Appointer (as applicable):

Topco shall immediately notify the Investors in each other Investor Group in writing of such nomination for appointment or request, or deemed request, for removal; and

provided the relevant nomination for appointment or request for removal has been duly made by one or more Investors or its Relevant Appointer (as applicable) entitled to do so under Schedule 4 (Board and management appointments), or in the case of a deemed request for removal under Clauses 5.2 or 40.13, the Investors shall, so far as they are legally able, exercise their rights in relation to Topco to vote at all meetings, sign such written resolutions, and take all other actions, including by voting or signing written resolutions in respect of its holding of Shareholder Instruments, so as to ensure that the nominees nominated for appointment by each Investor in accordance with Schedule 4 (Board and management appointments) are elected, removed and/or appointed and maintained in office as Directors.

If a Director other than an independent director:

is or becomes prohibited from acting as a Director by Law, this Agreement or the Articles; or

consents to, carries out or is involved in an activity which in the reasonable opinion of the Directors, acting by a resolution of the Board, brings the Group into material disrepute (including, for the avoidance of doubt, fraud or any breach of Anti-Bribery Law),

If a Director other than an independent director dies, resigns, retires, is incapacitated and/or is removed as a Director, or is removed as a Director pursuant to Clauses 5.5, 40.12 or 40.13, the Investor Group or its Relevant Appointer (as applicable) which nominated that Director for appointment or appointed that Director (as applicable) may nominate another Director for appointment or appoint another Director (as applicable) in accordance with Schedule 4 (Board and management appointments) and Clause 5.3.

An Investor Group with a right to nominate one or more Directors for appointment or appoint one or more Directors (as applicable) pursuant to paragraph 2 of Schedule 4 (Board and management appointments) requesting (or whose Relevant Appointer is requesting), or which is (or whose Relevant Appointer is) deemed to have requested, the removal of a Director, or whose Director resigns from office as a Director under the Articles, shall indemnify and hold harmless (on an after-Tax basis) the other Investors, the remaining Directors, Topco from and against any liability for compensation for loss of office, any claim for unfair or wrongful dismissal or otherwise arising in connection with that Director ceasing to hold office as a Director.

Subject to Clause 7 (Conflicts) and applicable Law, each of the Directors is hereby authorised to disclose all information available to him/her as a Director as he/she reasonably considers appropriate to any member of the Investor Group that nominated him/her (or whose Relevant Appointer appointed him/her) for appointment as a Director, provided that:

such information may not be disclosed (directly or indirectly) to any portfolio company within such Investor Group that is a Competing Business; and

the relevant Investor Group must ensure that it has in place, and maintains at all relevant times, effective and enforceable information barriers that:

prevent disclosure of such information to any person who is a Representative of a Competing Business, provided that this Clause 5.8(b)(i) shall not prevent disclosure to a third party adviser firm acting for the relevant Investor Group so long as such third party adviser firm maintains industry-standard conflicts management and information barriers between the engagement team of the third party adviser firm acting for the relevant Investor Group and any other team in the same firm that is otherwise a Representative of a Competing Business; and

are documented and materially consistent with industry standards for the protection of competitively sensitive information,

Subject to Clause 5.17 and any requirement under Law, the Chair shall be appointed from amongst the Directors (and may be removed) as follows:

from the Closing Date until the earlier to occur of:

the date that is four months prior to the expected date of submission of the first Draft Red Herring Prospectus by the Company to SEBI following Collapse Closing (such expected date to be determined by the Board following recommendation by the Strategic Options Committee);

the Founder Investor Group ceasing to hold an aggregate Equity Proportion (for the purpose of this Clause 5.9, as calculated after taking account of the number of Shares underlying any vested Equity Awards on a gross basis) of more than 2.5 per cent; and

the date which is two years after the Closing Date,

following the Initial Chair Period, paragraphs 7 to 10 of Schedule 4 (Board and management appointments) shall apply.

Subject to Clause 5.17 and provided that the Founder Investor Group continues to hold an aggregate Equity Proportion (for the purpose of this Clause 5.10, as calculated after taking account of the number of Shares underlying any vested Equity Awards on a gross basis) of more than 2.5 per cent, upon being replaced as Chair in accordance with the terms of this Agreement, the Founder shall continue to be a Director and, unless his designation or appointment as the Vice Chair would result in the Company having to appoint a greater number of independent directors than would be required pursuant to any applicable regulatory requirement but for such appointment or designation, shall be appointed or designated as vice chair of the Board (Vice Chair) for an initial period of three years following such replacement.

Subject to Clause 5.17, following expiry of the initial three-year term described in Clause 5.10 above or any subsequent three-year term approved in accordance with this Clause 5.11, and in each case provided that the Founder Investor Group continues to hold an aggregate Equity Proportion (for the purpose of this Clause 5.11, as calculated after taking account of the number of Shares underlying any vested Equity Awards on a gross basis) of more than 2.5 per cent, the Founder may be re-appointed as Vice Chair for one or more additional terms of three years at a time by the Board.

Upon the Founder Investor Group ceasing to hold an aggregate Equity Proportion (for the purpose of this Clause 5.12, as calculated after taking account of the number of Shares underlying any vested Equity Awards on a gross basis) of more than 2.5 per cent, the Founder shall no longer have a right to be a Director on the Board pursuant to paragraph 4 of Schedule 4 and shall cease to be Vice Chair.

The Founder shall be the initial CEO.

At any time following Closing, the Board may remove the CEO from their position with or without a “Bad Act” (as defined in the CEO’s relevant employment contract), provided that in the case of termination without a “Bad Act”, the CEO shall be eligible for certain “Good Leaver” treatment in respect of any outstanding Equity Awards they may hold at the date of such termination as provided in the relevant award agreements.

At any time following Closing, the Board may appoint a replacement CEO (who need not be a Director of Topco) in accordance with the following procedures:

prior to the second anniversary of the Closing Date, the NomRem Committee shall initiate a CEO successor identification process (the Successor Identification Process) and determine the minimum qualification criteria for an individual to be appointed as the CEO (the CEO Criteria);

in connection with the Successor Identification Process:

the NomRem Committee shall, in consultation with the Founder, engage a reputable independent executive search agency (with suitable credentials) to compile a list of potential internal and external candidates, in each case meeting (in the reasonable opinion of the NomRem Committee) the requirements of the CEO Criteria; and

the Founder shall, upon the request of the Board and prior to the second anniversary of the Closing Date, use reasonable efforts to recommend to the NomRem Committee one or more candidates from the list of potential candidates compiled in accordance with Clause 5.15(b)(i),

the NomRem Committee shall, acting reasonably and in good faith and in the interests of the Investors as a whole, select and recommend to the Board for appointment as the CEO a shortlist of candidates from those Potential Successor CEO Candidates identified under Clause 5.15(b) above (the Recommended Successor CEO Candidates);

subject to Clause 5.17, the Board shall consult on a reasonable basis with the Founder and each Investor Group which, as at Closing, holds an aggregate Equity Proportion of 12.5 per cent or more (for the avoidance of doubt, such consultation right is not exercisable by any such Investor to the extent it undergoes a Change of Control, nor is it transferable to, any transferee of such Investor (other than a Permitted Affiliate Transferee), prior to the identification and appointment of a suitable candidate to succeed the Founder as CEO (the Successor CEO);

following such consultation (which for the avoidance of doubt shall not constitute and shall not be construed as constituting a consent right, approval right or veto right in favour of the Founder or any Investor Group which, as at Closing, holds an aggregate Equity Proportion of 12.5 per cent or more), the Board:

shall be entitled to proceed with the appointment of the Successor CEO, notwithstanding any objection by the Founder or any Investor Group which holds an aggregate Equity Proportion of 12.5 per cent or more or any failure by the Founder or any Investor Group which holds an aggregate Equity Proportion of 12.5 per cent or more to provide their consent or approval for identification and appointment of the Successor CEO; and

shall select for appointment as Successor CEO an individual from the shortlist of Recommended Successor CEO Candidates; and

upon the identification of the Successor CEO in accordance with this Clause 5.15, the Board, in consultation with the Founder, shall establish, periodically review and, in the case of the Founder, use all reasonable efforts to implement a comprehensive succession transition plan incorporating clear and objective milestones and related timelines to ensure an orderly, efficient, and effective transfer of leadership and responsibilities in respect of the CEO role from the Founder to the Successor CEO.

Following the appointment of the Successor CEO in accordance with Clause 5.15 above, subject to any requirement under Law, the CEO shall be appointed (and may be removed) in accordance with paragraphs 11 to 13 of Schedule 4 (Board and management appointments).

If:

the members of the Founder Investor Group hold an aggregate Equity Proportion (for the purpose of this Clause 5.17, as calculated after taking account of the number of Shares underlying any vested Equity Awards on a gross basis) of 2.5 per cent or less, then the Founder shall immediately be removed as Chair or Vice Chair (if he then holds either position) and cease to benefit from his rights pursuant to Clauses 5.9(a), 5.10 and 5.11 above; or

if a Bad Leaver Scenario (as defined in the Initial CEO Employment Contract) occurs, then the Founder shall immediately:

be removed as Chair (if he then holds that position) and the Initial Chair Period shall be deemed to have expired;

be removed as Vice Chair (if he then holds that position) and cease to benefit from his rights pursuant to Clauses 5.10 and 5.11 above;

be removed as a Director (if he is a Director); and

cease to benefit from his rights pursuant to Clause 5.15 above.

Subject to any requirement under Law, from and after the Closing Date, all members of Management other than the CEO shall be appointed (and may be removed) by the Board in consultation with the CEO.

The powers delegated to Management by the Board from time to time shall be those set out in the Management Delegation of Authority Matrix.

Each Investor Group shall, for so long as it holds an aggregate Equity Proportion of the Minority Threshold or more, be entitled to appoint one person to act as an observer at Board Meetings. The observer shall be entitled to receive notice of, attend and speak at all Board Meetings and to receive copies of all board papers and minutes as if the observer were a Director, but shall not be entitled to vote on any resolutions proposed. The provisions of Clause 5.8 on sharing of information by Directors shall also apply to observers (mutatis mutandis).

Subject to Clause 7.7, the Quorum for transacting business at any Board Meeting (including those requisitioned pursuant to Clause 5.24) shall be determined in accordance with Schedule 5 (Board quorum).

Subject to Clause 5.28 and unless otherwise unanimously agreed by the Directors:

all Board Meetings, and meetings of any committee of the Board, will be conducted in a manner that enables all Directors to participate through an Audio-Visual Facility and each Director so participating in the communication is deemed to be present at a meeting with the other Directors so participating (and shall be counted in the Quorum in respect of any such meeting unless such Director is to be excluded for any items of business under provisions of Law), notwithstanding that all the Directors so participating are not present together in the same place; and

a Board Meeting, or meeting of any committee of the Board, held not in accordance with this Clause 5.22 shall be invalid.

Board Meetings shall take place at least quarterly in each Financial Year with a gap of less than 120 days between two consecutive Board Meetings.

The Chair or any other two Directors may, and on the requisition of any Investor Group which holds an aggregate Equity Proportion of 12.5 per cent or more shall, at any time convene a Board Meeting. Subject to any requirement under Law and to Clauses 5.25, 5.26 and 6.7, at least 10 Business Days’ notice shall be given to each Director of any Board Meeting (or at least two Business Days’ notice in the case of an adjourned meeting), which notice period must exclude the date of the notice and the date of the Board Meeting.

If the Chair or a majority of Directors determines that urgent business has arisen, notice of the relevant Board Meeting may be reduced to not less than two Business Days.

A Board Meeting may be held at shorter notice than set out in Clause 5.24 or 5.25, or without notice, if the prior written consent of at least one Director nominated by each Investor Group entitled to nominate one or more Directors or appointed by their Relevant Appointer(s) (as applicable) has been received.

If the Chair is not present at a Board Meeting, the Directors shall (by simple majority of those present) designate one of their number to act as chair to preside over such meeting.

The affairs of UK PLC shall be conducted so that UK PLC remains resident solely in the United Kingdom for Tax purposes and the affairs of the Company shall be conducted so that the Company remains resident solely in India for Tax purposes. For this purpose:

save with approval of the Board, having taken external professional advice as to Tax residence consequences, Company Board Meetings shall take place in India (with a majority of the participating Directors being physically present in India) and, until Collapse Closing, UK PLC Board Meetings shall take place in the United Kingdom (with a majority of the participating Directors being physically present in the United Kingdom); and

save with approval of the Board, having taken external professional advice as to Tax residence consequences, and without prejudice to Clause 5.28(a) above, no Company Board Meeting or, until Collapse Closing, UK PLC Board Meeting shall take place with a majority of the participating Directors being physically present in a single jurisdiction outside of India or the United Kingdom, respectively; and

paragraphs 5.28(a) and (b) above shall also apply to any Board Meeting conducted through an Audio-Visual Facility, with reference to Directors attending the meeting being read as a reference to participating in the meeting.

Minutes of all Board Meetings, and meetings of any committee of the Board, will be prepared recording discussions which took place and decisions made at the meetings.

All material strategic, operational and business decisions of the Company shall be taken by the Board, unless the Board has delegated any of its powers to a committee of the Board pursuant to Clause 5.33(b), in which case the relevant committee shall promptly and fully report to the Board on each decision taken pursuant to such delegated authority, and in any event no later than at the next Board Meeting following the date of such decision.

Subject to Clause 7 (Conflicts):

resolutions of the Board shall be passed by a simple majority of the votes cast by the Directors at the relevant Board Meeting (or, in the case of a written resolution, by Directors collectively entitled to cast a simple majority of the votes of the Directors entitled to vote on the relevant resolution); and

each of the Directors shall be entitled to cast one vote.

Neither the Chair nor the Vice Chair shall have a second or casting vote at any Board Meeting (or any meeting of a committee of the Board).

Subject to Clauses 5.34 to 5.38, the Directors may:

establish committees of the Board; and

delegate any of their powers to a committee of the Board.

Subject to any requirement under Law and Clause 26.2, unless the Board delegates any of its powers to a committee of the Board, the committees of the Board shall serve an advisory function only by making recommendations to the Board in respect of matters referred to them by the Board or within their terms of reference.

The initial committees of the Board shall comprise:

a nomination and remuneration committee (the NomRem Committee);

a financial and operations committee (the F&O Committee);

an audit committee;

the Strategic Options Committee; and

an environmental, social and corporate governance committee (the ESG Committee).

Subject to Clauses 5.34, 5.38 and Clause 26.6, the Board shall determine the terms of reference for, and constraints on, each of the committees it establishes, and proceedings of committees shall be conducted in the same manner as proceedings of the Board and in accordance with the other provisions of this Clause 5, as applicable.

The constitution of each committee of the Board shall comply with the provisions of:

prior to Collapse Closing, the Act; and

following Collapse Closing, the (Indian) Companies Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), as applicable, including in relation to the requirement of appointing non-executive directors and independent directors.

Subject to Clause 5.37, the Board shall be entitled to nominate for appointment the members of each committee of the Board, provided that:

for so long as there is a Controlling Investor Group, that Controlling Investor Group shall be entitled to nominate for appointment as many members of each committee of the Board as it determines in its complete discretion;

each Investor Group which holds an aggregate Equity Proportion of 12.5 per cent or more shall be entitled to nominate for appointment one member of (i) the F&O Committee; and (ii) the Strategic Options Committee;

the CEO from time to time shall be entitled to attend any portion of any NomRem Committee meeting which relates to the remuneration of senior members of Management (other than the CEO himself) as a non-voting observer; and

for so long as the Founder is CEO, he shall be entitled to be a member of the ESG Committee and the F&O Committee.

From the date of this Agreement until the date on which a Listing occurs, subject to any requirement under applicable Law:

the selection and appointment of independent directors shall be conducted in accordance with the following procedures:

the NomRem Committee shall engage a reputable independent executive search agency (with suitable credentials) to compile a list of potential candidates, in each case meeting (in the reasonable opinion of the NomRem Committee) the requirements applicable to independent directors under Law (the potential candidates identified by the independent executive search agency, together, the Potential ID Candidates);

the NomRem Committee shall, acting reasonably and in good faith, select and recommend to the Board for appointment as independent directors a longlist of such number of candidates from those Potential ID Candidates identified under sub-Clause (i) above that is at least three more than the relevant number of independent directors proposed to be nominated for appointment (the NRC Recommended ID Candidates); and

the Board shall, subject to the approval of Investors as required under applicable Law, select from those NRC Recommended ID Candidates identified under sub-Clause (ii) above and:

until Collapse Closing, cause the Relevant Appointers (acting jointly), who agree to appoint and remove independent directors as requested by the Board, to appoint; and

following Collapse Closing, appoint,

the removal and replacement of independent directors shall be conducted in accordance with the following procedures:

if a Director that is an independent director:

is or becomes prohibited from acting as a Director by Law, this Agreement or the Articles; or

consents to, carries out or is involved in an activity which in the reasonable opinion of the Directors, acting by a resolution of the Board, brings the Group into material disrepute (including, for the avoidance of doubt, fraud or any breach of Anti-Bribery Law),

if a Director that is an independent director dies, resigns, retires, is incapacitated and/or is removed as a Director, the Board shall procure that another independent director shall be selected and appointed in his or her place in accordance with Clause 5.39(a).

Subject to Clause 5.41, each Investor Group shall be responsible for the remuneration and expenses of any Director(s) nominated for appointment or appointed by, and any observer appointed by, its Investor Group or its Relevant Appointer (as applicable) and any associated employer’s payroll or social security tax costs and any costs in connection with the appointment and removal of each such Director. The Company or UK PLC (as applicable) shall be responsible for the remuneration and expenses of any independent director(s) (including any independent directors nominated for appointment by or appointed by the relevant Investor Groups (or their Relevant Appointer(s) (as applicable)) in accordance with Schedule 4 (Board and management appointments)) and any associated employer’s payroll or social security tax costs and any costs in connection with the appointment and removal of each such independent director. For the avoidance of doubt, nothing contained in this clause shall prejudice the rights of the Founder to claim compensation or remuneration in his role as the CEO or the Chair or the Vice Chair (as may be applicable), in accordance with the terms of any agreement (including any employment agreement) as may be entered into between the Founder and the Company or UK PLC (as applicable), which claims shall only exist to the extent such compensation or remuneration is agreed with the Company or UK PLC (as applicable).

Each of the Investors shall, so far as it is legally able, exercise all voting rights and powers (direct or indirect) available to it as a shareholder in the Company and/or UK PLC or under this Agreement to ensure that the Company or UK PLC (as applicable) shall reimburse each Investor Group for reasonable travelling, accommodation and other expenses reasonably incurred by any Director nominated for appointment or appointed, or any observer appointed, by that Investor Group or its Relevant Appointer (as applicable) in attending Board Meetings (or meetings of a committee of the Board) or otherwise in connection with that Director’s functions as a Director or observer’s role as an observer. Such sums shall be payable within 20 Business Days of the receipt by the Company or UK PLC (as applicable) of a valid invoice from the relevant Investor.

In respect of:

the period from Closing to Collapse Closing, UK PLC; and

the period from Collapse Closing, the Company,

Topco shall, and shall procure that each relevant Group Member shall, so far as legally possible, exercise its voting rights as a shareholder of other Group Members to ensure that each Investor Group or Relevant Appointer thereof (as applicable) that has a right to nominate one or more Directors for appointment or appoint one or more Directors (as applicable) to the Board pursuant to Schedule 4 (Board and management appointments) is able to nominate an equal number of directors for appointment or appoint an equal number of directors to the board of directors of each Material Subsidiary. For this purpose the provisions of Clauses 4.1, 4.5, 4.6, 5.1 to 5.23, (save in relation to the Company or UK PLC) 5.24 to 5.42 (inclusive), 40.12, 40.13, and Clauses 48.6 to 48.9 (inclusive) shall apply mutatis mutandis to such boards of directors, but on the basis that rights are exercised through voting rights attaching to the shares held by the relevant Group Member(s) in Group Members rather than by Investors directly, and subject to the following:

any reference to the Investors in any of those Clauses shall be taken as a reference to Investors in Topco and not a reference to the shareholder in the relevant Group Member;

any references to the CEO or Management in any of those Clauses shall be taken as references to the chief executive officer or senior management of the relevant Group Member;

any notifications made pursuant to those Clauses shall be given to and by Topco (as referred to in those Clauses), rather than to and by any other Group Members;

Clause 5.28 shall be read without any reference to UK PLC and references to “India” shall be taken as a reference to “the jurisdiction of incorporation of the relevant Group Member”; and

Clause 5.18 shall not apply.

Each party agrees that:

if any Investor or Investor Group that has, or has at any time from and including the Closing Date had, the right to be appointed or nominate one or more Directors for appointment to the Board pursuant to paragraph 2 of Schedule 4 (Board and management appointments) is a named party (or if the Approved Parent, or any Wholly Owned Subsidiary of the Approved Parent, of such Investor Group is a named party) (each such Investor Group, a Litigation Protected Investor Group) in any legal proceedings or other form of dispute resolution alongside any Group Member where both they and the relevant Group Member are either both claimants or both defendants (the Relevant Proceedings), no decisions relating to the conduct (including the settlement) of any legal proceedings in respect of any Group Member to which such Litigation Protected Investor Group is named in shall be taken without the prior written consent of the relevant Litigation Protected Investor Group where the proposed action or decision would be materially prejudicial to the relevant Litigation Protected Investor Group’s claim, defence or other interest in the Relevant Proceedings;

an Investor Group shall not be a Litigation Protected Investor Group if it ceases to have the right to nominate one or more Directors for appointment to the Board as a consequence of a Trigger Event or a Transfer of all of the Shareholder Instruments held by such Investor Group, in each case in accordance with this Agreement;

to the extent permitted by applicable Law and any legal privilege considerations, Topco shall notify each Litigation Protected Investor Group in writing upon becoming aware that such Litigation Protected Investor Group is a named party to any Relevant Proceedings;

the consent of the relevant Litigation Protected Investor Group shall not be required if such Litigation Protected Investor Group has an Investor Conflict (other than a Litigation Conflict arising solely by reason of the Relevant Proceedings) in relation to such Relevant Proceedings;

each Litigation Protected Investor Group shall exercise its rights under this Clause 5.44 reasonably and in good faith and shall not unreasonably withhold or delay its consent;

any consent right held by a Litigation Protected Investor Group under this Clause 5.44 shall not in itself constitute an Investor Conflict or a Litigation Conflict; and

nothing in this Clause 5.44 shall:

require Topco or any Group Member to disclose any information that is subject to legal professional privilege or litigation privilege;

restrict the ability of any Group Member to take any urgent or interim step in any proceedings where, in the reasonable opinion of the Board, delay would be materially prejudicial to the interests of the Group, provided that such step shall not be materially prejudicial to the relevant Litigation Protected Investor Group and Topco shall notify the relevant Litigation Protected Investor Group in writing as soon as reasonably practicable thereafter; or

apply to any proceedings between a Group Member and the relevant Litigation Protected Investor Group or any member of its Investor Group, in which case Clause 7 (Conflicts) shall apply.

Investor Proceedings

All General Meetings shall take place in accordance with Law and the Articles.

All Company General Meetings shall be held in India and all UK PLC General Meetings shall be held in the UK (in each case, or at such other location as may, subject to Clause 5.28, be approved by the Board) and may, subject to applicable Laws, be held through an Audio-Visual Facility.

For so long as he is the Chair, Vice Chair and/or CEO and provided Topco is unlisted, the Founder shall chair each General Meeting. If the Founder is absent from any such General Meeting, the Investors’ representatives present at such a General Meeting shall (by simple majority of those present) designate one of their number to act as chair to preside over such meeting. The chair of the General Meeting shall not have a second or casting vote at any General Meeting.

Proceedings of General Meetings and related papers, minutes and notices shall be in English.

No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business and remains present during the transaction of business. Subject to Clauses 6.6 and 7.4, a quorum shall exist at any General Meeting if at least:

where at the relevant time there is a Controlling Investor Group, a majority are authorised representatives of the Controlling Investor Group; and

one representative of each Investor Group that holds an aggregate Equity Proportion of 12.5 per cent or more,

Subject to Clause 8 (Investor Reserved Matters), if a quorum is not present at a General Meeting or an adjourned General Meeting within 30 minutes from the time specified for the General Meeting or adjourned General Meeting, or if during the meeting a quorum is no longer present, the meeting shall be adjourned for at least five, but no more than 10, Business Days (excluding the date of the original General Meeting and the date of the adjourned General Meeting) to the same place and time of day. Subject to Clause 7.4, a quorum shall exist at any adjourned General Meeting if at least:

where at the relevant time there is a Controlling Investor Group, one representative of such Controlling Investor Group is present and entitled to vote on the matter concerned; or

in other circumstances, a representative of two or more different Investor Groups are present, being Investors entitled to vote on the matter concerned.

Unless all Investors agree otherwise in writing and subject to any requirement under Law and to Clause 7 (Conflicts), at least 10 Business Days’ notice shall be given to each Investor of any General Meeting (or five Business Days’ notice in the case of an adjourned meeting) (which notice period must exclude the date of the notice and the date of the General Meeting).

Conflicts

In addition to the words and expressions defined in Schedule 15 (Definitions and Interpretation), the following words and expressions shall have the following meanings:

that person being simultaneously a director of: (i) Topco or the relevant Group Member; and (ii) a business which the Board (excluding the relevant Director) reasonably considers, acting in good faith, to be a Competing Business; and

a matter being considered by the Board or the board of the relevant Group Member where: (i) the interests of Topco and such Competing Business are considered by the Board (excluding the relevant Director), acting reasonably and in good faith, to be in conflict; (ii) the information to be disclosed to, or discussed by, the Board or the board of the relevant Group Member in relation to such matter would be of competitive or commercial value to such Competing Business; or (iii) the Director cannot reasonably participate in the consideration of such matter and fulfil their duties to both Topco or the relevant Group Member and such other Competing Business;

a Cross-Directorship Conflict;

any matter in which a Director or director of a Group Member has a direct or indirect personal interest that conflicts, or may conflict, with the interests of Topco or the relevant Group Member; or

an Investor Conflict that relates to an Investor in the Investor Group that nominated (or whose Relevant Appointer nominated (as applicable)) the relevant Director or director of any Group Member for appointment (or any of such Investor’s Affiliates), provided that none of the following shall constitute a Director Conflict: (i) the fact that a Director or director of any Group Member has been nominated for appointment by an Investor Group or its Relevant Appointer pursuant to the terms of this Agreement in and of itself; and (ii) a Director or a director of a Group Member having any direct or indirect interest in any matter, decision or act (including the entry into any documents) which relates to a Listing (whether directly or indirectly);

a direct or indirect interest of that Investor or any of its Affiliates in any contract or transaction or proposed contract or transaction or other arrangement or relationship with any Group Member, including where that Investor and/or any of its Affiliates has or may have a financial or material interest in the outcome of a decision on any such matter, other than: (i) an interest as an Investor in common with the other Investors; or (ii) any matter, decision or act (including the entry into any documents) which relates directly to a Listing; or

a Litigation Conflict,

a Group Member is engaged in, or is considering commencing, against that Investor or any of its Affiliates; or

such Investor or any of its Affiliates is engaged in, or is considering commencing, against any Group Member.

Any Investor to which an Investor Conflict relates (the Interested Investor) shall, as soon as practicable after becoming aware of that Investor Conflict and subject to any applicable confidentiality restrictions (and, in the case of a Litigation Conflict, subject to any legal privilege considerations), notify Topco in writing of (and Topco shall take reasonable steps to ensure that senior management of the Group notifies Topco, to the extent known, of) that Investor Conflict.

Topco shall notify the Investors in writing of any Investor Conflict of which Topco is aware at the beginning of any General Meeting at which a resolution relating to any matter relevant to the Investor Conflict is to be proposed or, where such resolution is proposed as a written resolution or an approval request is provided, Topco shall notify each Investor in writing of the Investor Conflict at the same time as the written resolution or approval request is circulated to Investors for consent.

An Interested Investor shall not:

be entitled to receive any materials circulated by Topco or relevant Group Member in relation to the Investor Conflict or which are restricted by Law;

be entitled to attend any part of a meeting where the Investor Conflict is being discussed or during which any information relevant to the Investor Conflict is provided;

be entitled to vote on or seek to influence any vote on the Investor Conflict at any General Meeting (or, if applicable, by written resolution) and any decision, approval or resolution in respect of any such Investor Conflict which would otherwise require the consent of the Interested Investor (whether or not such decision, approval or resolution would otherwise constitute an Investor Super Majority Matter or an Investor Majority Matter) shall:

for any Investor Conflict other than an Investor Conflict relating to the Controlling Investor Group, be deemed not to require such consent and the Shareholder Instrument holding of the Interested Investor shall be disregarded in calculating the votes required in favour of a resolution in order to pass it; and

in the case of any Investor Conflict relating to the Controlling Investor Group, be resolved in accordance with Clause 9 (Deadlock); and

for the purposes of a General Meeting to consider any matter relevant to the Investor Conflict, be counted in the quorum in respect of any such meeting (and the quorum requirements in Clauses 6.5 and 6.6 shall be adjusted as necessary so as not to require the presence of the Interested Investor),

Notwithstanding any other provision of this Agreement, an Interested Investor that is not entitled to vote on an Investor Conflict shall, subject to Law, be entitled to receive a copy of any written resolution or notice of the General Meeting (as applicable) and to be present and speak at the General Meeting (if applicable), except where that Interested Investor is not entitled to vote as a consequence of a Litigation Conflict, in which case such Interested Investor shall not be permitted to receive any materials circulated to the Investors in relation to that Litigation Conflict and shall not be permitted to attend any part of a meeting where the Litigation Conflict is being discussed.

Any Director or director of a Group Member to whom a Director Conflict relates (the Interested Director) shall, as soon as practicable after becoming aware of that Director Conflict, declare the existence and (subject to any applicable confidentiality restrictions, save to the extent they conflict with Law) the nature and extent of that Director Conflict to the Board or relevant committee of the Board or relevant board or committee of any Group Member (or have the same recorded in the minutes of the Board Meeting or meeting of the relevant committee of the Board or meeting of the relevant board or committee of any Group Member). The Interested Director shall be required to disclose such details of the Director Conflict as are:

required to be disclosed by Law and in the manner prescribed therein; and

subject to any applicable confidentiality restrictions (save to the extent they conflict with Law), reasonably required in order to enable the relevant board or committee to understand the nature and extent of the Director Conflict.

An Interested Director shall not be obliged to resign from office as a result of such Director Conflict except:

where otherwise required in accordance with Law; or

in the case of a Cross-Directorship Conflict, in which case the Director shall (and the Investor Group or Relevant Appointer thereof (as applicable) which appointed such Director shall procure that such Director shall) resign as a director either of the Group Member or the Competing Business within 10 Business Days of such Cross-Directorship Conflict arising,

be entitled to receive any information or advice received by any Group Member in relation to any matter relevant to the Director Conflict or which is restricted by Law (but shall be informed by Topco, or such Group Member, that this Clause 7.7 applies to the Interested Director);

be entitled to attend or participate in any discussion concerning any matter (or during which any relevant information is provided) relevant to the Director Conflict at a Board Meeting or meeting of the relevant committee of the Board or meeting of the relevant board or committee of any Group Member (or the relevant part of such meeting);

be entitled to vote on any matter relevant to the Director Conflict at any Board Meeting or meeting of the relevant committee of the Board or any meeting of the relevant board or committee of any Group Member (or, if applicable, by written resolution) and any decision, approval or resolution in respect of any matter relevant to such Director Conflict which would otherwise require the consent of the Interested Director shall:

for any Director Conflict other than a Director Conflict relating to a Director nominated by the Controlling Investor Group or appointed by [Appointer A] (provided such Director Conflict does not preclude such number of other Directors nominated by the Controlling Investor Group or appointed by [Appointer A] still constituting a majority of the Board), be deemed not to require such consent; or

for any Director Conflict relating to a Director nominated by the Controlling Investor Group or appointed by [Appointer A] that would result in such Directors no longer constituting a majority of the Board, be resolved in accordance with Clause 9 (Deadlock); and

for the purposes of a Board Meeting or meeting of the relevant committee of the Board or meeting of the relevant board or committee of any Group Member convened to discuss any matter relevant to the Director Conflict (or at which resolutions in relation to any matter relevant to the Director Conflict are proposed), be counted in the Quorum in respect of any such meeting (and the quorum requirements in Clause 5.21 and Schedule 5 (Board quorum) shall be adjusted as necessary so as not to require the presence of the Interested Director),

If, in respect of any matter that requires approval by the Board or any board meeting of any Group Member, the number of Interested Directors is such that, notwithstanding Clauses 7.7(e) and 7.7(f), such matter cannot be passed at the relevant Board Meeting or any board meeting of any Group Member on the grounds that there are insufficient remaining Directors or directors of the relevant Group Member who are able to vote in respect of such matter, the Directors or directors of the relevant Group Member may resolve that such matter shall be resolved in accordance with Clause 9 (Deadlock).

Notwithstanding Clause 7.7(c), an Interested Director and the Investor Group that has nominated (or whose Relevant Appointer has nominated (as applicable)) such Interested Director(s) shall be entitled to receive all information and advice received by any Group Member in relation to any matter relevant to any Cross-Directorship Conflict for so long as, and only to the extent, such Investor Group and the relevant Interested Director(s) do not have an Investor Conflict and have in place and comply with their bona fide internal policies and procedures regarding a Competing Business with respect to the Group (on the one hand) and the applicable Competing Business (on the other hand) (including without limitation at the very minimum by imposing information barriers) to prevent the disclosure of any such information and advice to the relevant Interested Director or to the applicable Competing Business.

Investor Reserved Matters

Subject to Clause 8.2, Topco shall ensure that no action or decision is taken (whether by the Board, any Group Member or any of their respective officers or managers), and each Investor shall, so far as it is legally able, exercise all voting rights and powers (direct or indirect) available to it as a shareholder in Topco to ensure that no action or decision is taken (whether by the Board, any Group Member or any of their respective officers or managers), in each case in respect of:

any Investor Super Majority Matter, without prior Investor Super Majority Consent; and

any Investor Majority Matter, without prior Investor Majority Consent.

A series of related transactions shall be construed as a single transaction, and any amounts involved in related transactions shall be aggregated, to determine whether a matter is an Investor Reserved Matter.

If an action or decision requires Investor Super Majority Consent or Investor Majority Consent, the Board shall notify the Investors in writing and seek the Requisite Approval as soon as practicable.

The Investors shall resolve on any action or decision referred to them in accordance with Clause 8.3 at a General Meeting convened and held in accordance with Clause 6 (Investor Proceedings) or in writing within 10 Business Days of receipt of notice from the Board (such notice, or any notice of General Meeting, to include, to the extent known to the Group, such information as the Investors reasonably require to assess whether to approve the matter in question) and such resolution shall become effective immediately upon the required level of consent having been obtained.

Subject to Clause 5.28 and the Articles, Investor Super Majority Consent or Investor Majority Consent may be provided by the Investors:

at a General Meeting held in accordance with Clause 6 (Investor Proceedings) provided that the Investors whose consent is required by this Agreement, or their respective Appointed Persons, consent to the relevant action or decision at such General Meeting; or

in writing (which may be by means of several documents in the like form, each signed (whether by electronic means or otherwise) by one or more Investors whose consent is required by this Agreement to the relevant action or decision, or their respective Appointed Persons); or

by a Director appointed by the relevant Investor or its Relevant Appointer (as applicable) (and having been specifically authorised by such Investor to provide such consent) at a meeting of the Board, recorded in the minutes of such meeting as having been given specifically for the purposes of this Clause 8.5(c).

Deadlock

This Clause 9 shall apply upon the occurrence of any of the following circumstances:

a Quorum not being present or ceasing to be present at a Reconvened Board Meeting duly convened in accordance with Clause 5 (Directors and management) and Schedule 5 (Board quorum) by reason of the absence of sufficient Directors nominated for appointment by an Investor Group (or appointed by its Relevant Appointer (as applicable)) from that Reconvened Board Meeting who were also absent from the relevant First Board Meeting;