Glenmark Pharmaceuticals ltd — Capital/Financing Update 2018

Sep 28, 2018

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September 28, 2018

To, Dy. General Manager Department of Corporate Services, BSE Ltd., P. J. Towers, Dalal Street, Fort, Mumbai – 400 001

To, The Manager – Listing, National Stock Exchange of India Ltd., Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Ref: Scrip Code: 532296

Ref: Scrip Name: GLENMARK

Dear Sirs,

Re: U.S.$200,000,000 2.00 PER CENT. RESETTABLE ONWARD STARTING EQUITY-LINKED SECURITIES DUE 2022

With respect to the above subject, please find enclosed herewith launch announcement.

You are requested to take the same on record.

Thanking you

Yours faithfully, For Glenmark Pharmaceuticals Limited HARISH VINAYAK Digitally signed by HARISH VINAYAK KUBER KUBER Date: 2018.09.28 11:26:51 +05'30' Harish Kuber Company Secretary Compliance Officer

Tel: 4018 9999 / 4018 9879 Fax: 4018 9986 (Legal & Secretarial Dept.)

Glenmark Pharmaceuticals Ltd. Glenmark House, B D Sawant Marg, Andheri (E), Mumbai 400 099 T: 91 22 4018 9999 F: 91 22 4018 9988 CIN No: L24299MH1977PLC019982 W: www.glenmarkpharma.com Registered office: B/2, Mahalaxmi Chambers, 22 Bhulabhai Desai Road, Mumbai 400 026 E: complianceofficer@glenmarkpharma.com

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (THE UNITED STATES), INDIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

28 SEPTEMBER 2018

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Glenmark Pharmaceuticals Limited

( a company incorporated with limited liability under the laws of the Republic of India )

(the Company )

PROPOSED PURCHASE OF U.S.$200,000,000 2.00 PER CENT. RESETTABLE ONWARD STARTING EQUITY-LINKED SECURITIES DUE 2022

(ISIN: XS1426780125; COMMON CODE: 142678012) ( the BONDS)

The Company wishes to announce the appointment of J.P. Morgan Securities plc and MUFG Securities Asia Limited (the Dealer Managers ) in relation to the proposed purchase by the Dealer Managers of the Company’s Bonds in the open market for onward sale by the Dealer Managers to the Company (the Transaction ).

Rationale for the Transaction

The Company is undertaking the Transaction as part of its strategy to manage the maturity profile of its existing debt obligations.

The Transaction

The Transaction will commence on 28 September 2018 and will end at such time as agreed between the Company and the Dealer Managers.

The Company proposes: (i) to engage the Dealer Managers to acquire a certain amount of Bonds in the open market at a repurchase price of 105 per cent. of the principal amount of the Bonds plus accrued but unpaid interest. The maximum repurchase consideration excluding the accrued interest shall not exceed U.S.$100,000,000 (the Maximum Offer Amount ); and (ii) on the settlement date, to buy back the Bonds acquired by the Dealer Managers pursuant to the Transaction.

If, at any time, the amount of Bonds tendered by the Bondholders to the Dealer Managers pursuant to the Transaction exceeds the Maximum Offer Amount, the Dealer Managers may, at the instruction of the Company, in their sole discretion, accept for purchase from the Bondholders only such portion of the Bonds up to the Maximum Offer Amount.

Bonds purchased by the Company pursuant to the Transaction will be cancelled by the Company. Bonds that have not been purchased by the Company pursuant to the Transaction will remain outstanding.

Indicative Timetable

Event

Commencement of the Transaction . Transaction announced.

Expiration Time . Final deadline for Bondholders to participate in the Transaction.

Announcement of the Results of the Transaction . Announcement of the details of the final aggregate principal amount of Bonds purchased by the Company pursuant to the Transaction.

Settlement . Payment of the purchase price and accrued interest in respect of Bonds purchased pursuant to the Transaction.

Time and Date

28 September 2018. 5:00 p.m. (London time) on 28 September 2018.

As soon as practicable after the Expiration Time, in any case, on or about 3 October 2018.

5 October 2018.

Bondholders who have questions regarding the Transaction may contact the Dealer Managers.

DEALER MANAGERS

J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: +852 2800 1272 Email: mahesh.ahlawat@jpmorgan.com

MUFG Securities Asia Limited

11/F, AIA Central 1 Connaught Road Central Hong Kong Telephone: +44 20 7577 4048/4218 (International) Telephone: +65 6232 7632 (Asia) Attention: Liability Management Group Email: DCM-LM@int.sc.mufg.jp

Disclaimer

This announcement contains important information which should be read carefully before any decision is made with respect to the Transaction. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. None of the Company, the Dealer Managers, nor any of their respective directors, employees or affiliates makes any recommendation whether Bondholders should, if approached, offer Bonds in the Transaction.

This announcement does not constitute an invitation to participate in the Transaction in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company and the Dealer Managers to inform themselves about and to observe, any such restrictions.

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