THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION #

OF

CIE AUTOMOTIVE INDIA LIMITED*

1. The regulations contained in Table "A" of the First Schedule to the Companies Act, 1956 shall apply to the Company, in the same manner and to the same extent as if they were contained in these Articles, except in so far as these Articles do not exclude or modify the regulations contained in Table A.

INTERPRETATION

2.

In the interpretation of these Articles, unless repugnant

'The Company' or 'This

to the subject or context -

Company'

'The Company' or 'This Company' means "CIE

Automotive India Limited"*.

The Act means the Companies Act, 1956 or any

'The Act'

statutory modification or re-enactment thereof for the

time being in force, including the Companies Act, 2013.

Any references to specific Sections of the Companies

Act, 1956 in these Articles shall be deemed to refer,

mutatis mutandis, to the corresponding Sections of the

Companies Act, 2013, as applicable.

'These Articles' means the Articles of Association for the

'These Articles'

time being of the Company or the Articles of Association

as altered from time to time by special resolution.

'Acceptance Notice' shall have the meaning assigned to

'Acceptance Notice'

it in Article 83(4).

'Additional Shares' shall have the meaning as

'Additional Shares'

assigned to it in Article 7A.

'Affiliate' means in relation to any Party, any Person that

'Affiliate'

directly or indirectly through 1 (one) or more Person(s),

Controls, is Controlled by, or is under common Control

with, the Party.

'Alter' and 'Alteration' shall include the making of

'Alter'

addition and deletions.

"Alternate Director" shall have the meaning assigned to

'Alternate Director'

it in Article 147.

'Annual General Meeting' means a General Meeting of the

'Annual General

members held in accordance with Section 166 of the Act.

Meeting'

'Applicable Law' or 'Law' means any applicable statute,

'Applicable Law' or

law, regulation, ordinance, rule, judgement, order,

'Law'

decree, clearance, approval from the concerned

authority, directive, guideline, press note, policy,

requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Government Authority in effect in the Republic of India.

  • New set of Articles of Association adopted by Special Resolution passed by the members through postal ballot on 1st November, 2013.

* Amended consequent upon the alteration of Clause I of the Memorandum of Association of the Company.

:: 2 ::

'Auditors'

'Auditors' means and includes those persons appointed as such

for the time being by the Company.

'Autometal'

'Autometal' means Autometal S.A., a public limited company

incorporated under the laws of Brazil having its registered office

at Av. Fagundes de Oliveira. 1650-CEP-09950-905 Diadema

SP Brasil, and listed on the Sao Paulo (Bovespa) stock

exchange. 'Beneficial Owner' means the beneficial owner as

defined in clause (a) of sub-section (1) of section 2 of the

Depositories Act, 1996.

'Big Four

'Big Four Chartered Accountants' mean KPMG, Ernst & Young,

Chartered

Pricewaterhouse Coopers and Deloitte Touche Tohmatsu, and

Accountants'

their local Indian affiliates.

'Board' or 'Board

'Board' or 'Board of Directors' mean(s) the board of Directors of

of Directors'

the Company as constituted from time to time.

'Business Day'

'Business Day' means any day other than a Saturday, Sunday

or public holiday, on which banks are generally open for

business in Mumbai and Bilbao, as the case may be.

'BSE'

'BSE' means The BSE Limited

'Call Exercise

'Call Exercise Date' shall have the meaning assigned to it in

Date'

Article 83(6)(b).

'Call Notice'

'Call Notice' shall have the meaning assigned to it in Article

83(6)(b).

'Call Option'

'Call Option' shall have the meaning assigned to it in Article

83(6)(a).

'Call Price'

'Call Price' shall have the meaning assigned to it in Article

83(6)(c).

'Call Shares'

'Call Shares' shall have the meaning assigned to it in Article

83(6)(a).

'Capital'

'Capital' means the share capital for the time being raised or

authorised to be raised for the purposes of the Company and

includes savings and funds belonging to others which can be

used as capital of any other company or business in the context

of the business of the Company.

'Chairman'

'Chairman' shall have the meaning assigned to it in Article

144(5).

'CIE'

'CIE' means CIE Automotive S.A., a company ("Sociedad

Anónima") incorporated under the laws of Spain having its

registered office at Iparraguirrenº 34, 2º derecha, 48011 Bilbao

(Spain) and listed on the Madrid and Bilbao stock exchanges.

'CIE Group'

'CIE Group' means CIE and Persons Controlled by CIE.

'CNMV'

'CNMV' means the Spanish Comisión Nacional del Mercado de

Valores.

:: 3 ::

'Control' means (i) in relation to a body corporate, the right to exercise, or control the exercise, whether directly or indirectly, acting alone or together with another Person, of more than 50% (fifty percent) of the total voting rights at a general meeting of that body corporate, or the right or power to direct, whether directly or indirectly, acting alone or together with another Person, the policy decisions of that body corporate, including the composition of any board of directors (or equivalent body) of that body corporate, or

  1. in relation to any Person which is not a body corporate, the right or power to direct, whether directly or indirectly, acting alone or together with another Person, the policy decisions of that Person; and the terms "Controls", "Controlled by" and "under common Control with" shall be construed accordingly.

'Debenture' includes Debenture stock.

'Deed of Adherence' means the deed of adherence in the form agreed between the Parties.

'Depositories Act' means the Depositories Act, 1996 or any statutory modification or re-enactment thereof for the time being in force.

'Depository' means a Depository as defined under clause (e) of sub-section (1) of section 2 of the Depositories Act.

Director means a director of the Company for the time being.

'€' or Euro means an unit of currency that is used by the member countries of the European Union which have joined the European monetary union.

'Effective Date' means the date on which the Integrated Scheme becomes effective in accordance with its terms and applicable law.

'Encumbrance' means any mortgage, pledge, equitable interest, assignment by way of security, conditional sales contract, hypothecation, right of other Persons, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge, commitment, restriction or limitation of any nature whatsoever, including restriction on use, voting rights, transfer, receipt of income or exercise of any other attribute of ownership, right of set-off, any arrangement (for the purpose of, or which has the effect of, granting security), or any other security interest of any kind whatsoever, or any agreement, whether conditional or otherwise, to create any of the same.

'Extraordinary General Meeting' means an Extraordinary General Meeting of the members duly called and constituted and any adjourned holding thereof.

'Control'

'Debenture'

'Deed of Adherence'

'Depositories Act'

'Depository'

'Director'

'€' or 'Euro'

'Effective Date'

'Encumbrance'

'Extraordinary General Meeting'

:: 4 ::

'Gender'

'Words' importing the masculine gender also include the

feminine gender.

'Government

'Government Authority' means (i) a national government,

Authority'

political subdivision thereof; (ii) an instrumentality, board,

commission, court, or agency, whether civilian or military, of any

of the above, however constituted; and (iii) a government-

owned/government-controlled association or organization in the

Republic of India.

'INR' or 'Indian

'INR' or 'Indian Rupees' mean(s) the lawful currency of India.

Rupees'

'In Writing' and

'In Writing' and 'Written' include printing, lithography and other

'Written'

modes of representing or reproducing words in a visible form.

'Integrated

The 'Integrated Scheme' means the scheme of arrangement

Scheme'

under Sections 391-394 of the Act providing for the

amalgamation of Mahindra Hinoday Industries Limited,

Mahindra Ugine Steel Company Limited, Mahindra Gears

International Limited, Mahindra Investments (India) Private

Limited and PIA 3 into the Company.

'Legal

'Legal Representative' means a person who in law represents

Representative'

the estate of a deceased or incompetent member.

'Listing

'Listing Agreement' means (i) the listing agreement entered into

Agreement'

between the Company and the BSE; and (ii) the listing

agreement entered into between the Company and the NSE.

'Lock-in-Period'

'Lock-in-Period' shall have the meaning assigned to it in Article

83(3)(a).

'Losses'

'Losses' mean all direct actual damages, losses, costs

(including reasonable legal and other professional costs) and

liabilities whatsoever but excluding any remote or speculative

damages.

'M&M'

Mahindra & Mahindra Limited, a public limited company

incorporated under the (Indian) Companies Act, 1913 and

having its registered office at Gateway Building, Apollo Bunder,

Mumbai - 400001, Maharashtra, India.

'M&M Group'

'M&M Group' means M&M and Persons Controlled by M&M.

'M&M Put Option

'M&M Put Option Event' shall have the meaning assigned to it

Event'

in Article 83(5).

'Meeting' or

'Meeting' or 'General Meeting' means a meeting of the

'General Meeting'

members.

'Member'

'Member' means the duly registered holder from time to time of

the stock or shares of the Company and includes the

subscribers of the Memorandum of the Company.

'Memorandum'

'Memorandum' means the memorandum of association of the

Company.

'Month'

'Month' means the calendar month.

:: 5 ::

'Net Financial Debt' means all financial debt less cash, cash equivalents and liquid assets on a consolidated basis.

'NSE' means the National Stock Exchange of India Limited.

'Offered Shares' shall have the meaning assigned to it in Article 83(4)(b).

'Office' means the registered office for the time being of the Company.

'Ordinary Resolution' shall have the meaning assigned to it under the Act.

'Original Director' shall have the meaning assigned to it in Article 147.

'Paid-up' includes credited as paid up.

Party shall mean each of PIA 2, M&M, the Company, CIE and Autometal individually and "Parties" shall refer to any two or more of them collectively.

'Person' means any individual (including in his capacity as trustee), entity, joint venture, company, corporation, partnership (whether limited or unlimited), proprietorship or other enterprise (whether incorporated or not), Hindu undivided family, union, association of persons, government (central, state or otherwise), or any agency, department, authority or political subdivision thereof, and shall include their respective successors and in case of an individual shall include his/her legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or the trustees and the beneficiary or beneficiaries from time to time.

Participaciones Internacionales Autometal DOS, S.L. a company ("Sociedad de responsabilidadlimitada") incorporated under the laws of Spain and having its registered office at Iparrauirre nº 34, 2º derecha, 48011 Bilbao (Spain).

'PIA 2 Call Option Event' shall have the meaning assigned to it in Article 83(6).

'PIA 3' means Participaciones Internacionales Autometal TRES, S.L., a company ("Sociedad de responsabilidadlimitada") incorporated under the laws of Spain having its registered office at Iparraguirre nº 34, 2º derecha, 48011 Bilbao (Spain).

'Purchaser' shall have the meaning assigned to it in Article 83(4)(b).

'Put Exercise Date' shall have the meaning assigned to it in Article 83(5)(b).

'Net Financial Debt'

'NSE'

'Offered Shares'

'Office'

'Ordinary Resolution'

'Original Director'

'Paid-up' 'Parties'

'Person'

'PIA 2'

'PIA 2 Call Option Event'

'PIA 3'

'Purchaser'

'Put Exercise Date'

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Mahindra CIE Automotive Limited published this content on 08 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2023 13:30:40 UTC.