Bharti Airtel : Notices of the NCLT Convened Meeting of the Equity Shareholders and Unsecured Creditors of Bharti Airtel Limited

August 17, 2017

National Stock Excha nge oflndia Limited Exchange Plaza, C-1 Block G

Bandra Koria Complex, Bandra (E) Mumbai - 400051

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street

Mum bai - 400001

Ref; Bharti Airte l limited (532454 / BHARTIARTL)

Sub: No tice o{lhe Trih1111al Co11ve11ed Meeli11gs o{lfle Bharti A irtel limited

Dear Sir/ Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, We wish to inform you that pursuant to an order of the Hon'ble Special Bench of the National Company Law Tribunal (NCLT) at New Delhi dated Friday, 28th day of July, 2017, a meeting of the equity shareholders and unsecured creditors of Bharti Airtel Limited (the Company) has been convened and will be held at Sri Sathya Sai International Centre, Pragati Vihar, Bhisham Pitamah Marg, Lodhi Road, New Delhi - 110003 on Tuesday, the 19th day of September, 2017 at 9:30 A.M. and 12:00 Noon respectively for the purpose of considering, and if thought fit, approving with or without modification, the proposed scheme of amalgamation between Telenor (India) Communications Private Limited and Bharti Airtel Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013.

The Company is providing Postal Ballot I E-voting facility to enable the shareholders to vote on the resolutions proposed in the aforesaid notice of the NCLT Convened meeting of the equity shareholders. The Company has engaged Karvy Computershare Private Limited ("Karvy") for the purpose of providing e-voting facility to all its shareholders. The e-voting facility can be availed by logging on to Karvy's e-voting website hltps://evoting.karvy .com.

Postal Ballot I E-voting in connection with the resolutions proposed in the Notice, will commence on and from 09.00

a.m. on Sunday, August 20, 2017 and ends on 05.00 p.m . on Monday, September 18, 2017. The Company is also providing facility for voting by way of polling papers at the meeting for the members attending the meeting who have not cast their vote by postal ballot or e-voting.

We are enclosing herewith the copy of the notices of the aforesaid meetings are enclosed. The said notice is also available on the Company's website www.airtel.com .

Kindly take the same on record . Thanking you,

Sincerely Yours

iB lCed

Pu ri

Dy. Company Secretary

Bharti Airtel Limited

(a Bharti Enterprise)

Regd. & Corporate Office: Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110 070 T.: +91-11-4666 6100, F.: +91-11-4166 6137, Email id: compliance.officer@bharti.in, www.airtel.com

CIN: L74899DL 1995PLC070609

Email: compliance.officer@bharti.in Website: www.airtel.com

(convened pursuant to the order dated July 28, 2017 passed by the Hon'ble Special Bench of the National Company Law Tribunal at New Delhi)

AND

registered office at Bharti Crescent, 1 Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110070

NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF BHARTI AIRTEL LIMITED

Notice is hereby given that by an order dated the 28th day of July, 2017 ("Order"), the Hon'ble Special Bench of the National Company Law Tribunal at New Delhi ("Tribunal"), has directed a meeting to be held of the equity shareholders of Bharti Airtel Limited ("Transferee Company") for the purpose of considering, and if thought fit, approving with or without modification, the proposed scheme of amalgamation between Telenor (India) Communications Private Limited and Bharti Airtel Limited (i.e. the Transferee Company) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 ("Scheme").

In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of the equity shareholders of the Transferee Company will be held at Sri Sathya Sai International Centre, Pragati Vihar, Bhisham Pitamah Marg, Lodhi Road, New Delhi - 110003 on Tuesday, the 19th day of September, 2017 at 9:30 A.M. ("Meeting"), at which place, day, date and time, the said equity shareholders of the Transferee Company are requested to attend.

Copies of the said Scheme and of the statement under Section 230 of the Companies Act, 2013 read with Rule 6(3) of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 can be obtained free of charge on any day (except Saturday, Sunday and public holidays) from the registered office of the Transferee Company at Bharti Crescent, 1 Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110070 and / or from the office of its advocates, M/s. AZB & Partners situated at Plot No. A8, Sector 4, Noida - 201301, Uttar Pradesh.

Persons entitled to attend and vote at the Meeting, may vote in person, by proxy, through postal ballot or through electronic means, provided that all proxies in the prescribed form, duly completed, stamped and signed or authenticated by the concerned person, are deposited at the registered office of the Transferee Company not later than 48 hours before the scheduled time of the Meeting. Form of Proxy can be obtained free of charge on any day (except Saturday, Sunday and public holidays) from the registered office of the Transferee Company and / or from the office of its advocates as mentioned above.

The Hon'ble Tribunal has appointed Mr. S. Balasubramanian, former Chairman, Company Law Board, as the Chairperson of the Meeting, including for any adjournment(s) thereof and failing him, Mr. Virender Ganda, Senior Advocate, as the Alternate Chairperson of the Meeting, including for any adjournment(s) thereof. The Tribunal has also appointed Mr. Sanjay Grover, a practicing Company Secretary, as the Scrutinizer for the Meeting, including for any adjournment(s) thereof. The Scheme, if approved by the Meeting, will be subject to the subsequent approval of the Tribunal.

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act"), the applicable rules, circulars and notifications made thereunder (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), the provisions of Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 and Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, both issued by the Securities and Exchange Board of India (to the extent applicable), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent applicable), the observation letters issued by each of the BSE Limited and the National Stock Exchange of India Limited, both dated May 31, 2017 and subject to the provisions of the Memorandum of Association and the Articles of Association of Bharti Airtel Limited ("Transferee Company") and subject to the approval of the Hon'ble National Company Law Tribunal, New Delhi ("Tribunal") and subject to such other approvals, permissions and sanctions of any regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Transferee Company ("Board", which term shall be deemed to mean and include one or more committee(s) constituted / to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the scheme of amalgamation between Telenor (India) Communications Private Limited ("Transferor Company") and Bharti Airtel Limited (i.e. the Transferee Company) and their respective shareholders and creditors under Sections 230 to 232 of the Act ("Scheme") as enclosed to the notice of the Tribunal convened meeting of the equity shareholders of the Transferee Company and placed before this meeting and initialed by the Chairperson or the Alternate Chairperson of the meeting, as the case may be, for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the preceding resolution and effectively implement the amalgamation embodied in the Scheme and to accept such modifications, amendments, limitations and / or conditions, if any, which may be required and / or imposed by the Tribunal while sanctioning

the Scheme or by any authorities under applicable law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts of the Transferee Company as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper."

TAKE FURTHER NOTICE that pursuant to the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and regulations, if any, the Transferee Company has also provided the facility of postal ballot and e-voting. Accordingly, the equity shareholders may cast votes through the postal ballot form or electronically (i.e. e-voting). The Transferee Company has engaged the services of M/s. Karvy Computershare Private Limited ("Karvy") for the purpose of providing e-voting facility to all its equity shareholders. The equity shareholders desiring to exercise their votes by postal ballot are requested to carefully read the instructions printed in the enclosed Postal Ballot Form and in the notice and return the Postal Ballot Form duly completed in the attached self-addressed, postage pre-paid Business Reply Envelope, so as to reach the scrutinizer not later than 5:00 P.M. on Monday, September 18, 2017. If any postal ballot is received after 5:00 P.M. on Monday, September 18, 2017, it will be considered that no reply from the equity shareholder has been received. The equity shareholders desiring to exercise their vote by using e-voting facility are requested to carefully follow the instructions set out in the notes below under the heading "Voting through electronic means".

A copy of the statement under Section 230(3) of the Act read with Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Merger Rules") ("Explanatory Statement"), the Scheme and other enclosures including the Form of Proxy and the Attendance Slip are enclosed and form part of the notice.

Dated this 11th day of August, 2017.