NMDC Ltd — Capital/Financing Update 2021

Jul 5, 2021

रसिका चौबे अपर सचिव Rasika Chaube Additional Secretary

भारत सरकार इस्पात मंत्रालय GOVERNMENT OF INDIA MINISTRY OF STEEL

Date: July 5, 2021

THIS NOTICE (AS DEFINED HEREIN) IS NOT FOR RELEASE, PUBLICATION AND/OR DISTRIBUTION IN AND/OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA, OR THE DISTRICT OF COLUMBIA (TOGETHER, THE "UNITED STATES") (EXCEPT TO "QUALIFIED INSTITUTIONAL BUYERS", AS DEFINED HEREIN) OR ANY "OTHER JURISDICTIONS" (AS DEFINED HEREIN). FOR FURTHER INFORMATION, SEE "IMPORTANT INFORMATION" HEREIN.

The Managing Director, BSE Limited. Phiroze Jeejeebhoy Towers, Dalal Street. Mumbai - 400 001 India

The Managing Director,

National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block. Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 India

Dear Sir/Madam,

Subject: Notice of Offer for Sale of equity shares of face value of ₹1 each ("Equity Shares") of NMDC Limited (the "Company") by its Promoter, the President of India, acting through Ministry of Steel, Government of India, through the stock exchange mechanism (the "Notice")

I am directed to refer to Clause 5(b) of the circular number CIR/MRD/DP/18/2012 dated July 18, 2012 notified by the Securities and Exchange Board of India ("SEBI") pertaining to comprehensive guidelines on offer for sale of shares by promoters through the stock exchange mechanism, as amended by circular number CIR/MRD/DP/04/2013 dated January 25, 2013, circular number CIR/MRD/DP/17/2013 dated May 30, 2013, circular number CIR/MRD/DP/24/2014 dated August 8, 2014, circular number CIR/MRD/DP/32/2014 dated December 1, 2014, circular number CIR/MRD/DP/12/2015 dated June 26, 2015, circular number CIR/MRD/DP/36/2016 dated February 15, 2016, circular number CIR/MRD/DP/65/2017 dated June 27, 2017, and circular number SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018 (the "SEBI OFS Circular"), read with Section 21 of Chapter 1 of the Master Circular for Stock Exchange and Clearing Corporation - circular no. SEBI/HO/MRD/DP/CIR/P/117 dated October 25, 2019 issued by SEBI (together with SEBI OFS Circular, the "SEBI OFS Circulars"), read with (a) "Revised Operational Guidelines for Offer for Sale (OFS) Segment" issued by BSE by way of its notice bearing no. 20200701-27 dated July 1, 2020 and, to the extent applicable, the previous notices issued by BSE in this regard; and (b) "Offer for Sale-Introduction of Interoperability" issued by NSE by way of

Page 1 of 15

रसिका चीबे/RASIKA CHAUBE अपर संविद/Additional Secretary पर सामग्री समाप्रकाल प्रपटन करें.इस्पांत भंजालय/Ministry of Steel उषोग भवन, नई दिल्ली Udyog Bhawan, New Doll

Room No. 289, Udyog Bhawan, New Delhi-110 011, Tel.: +91 11 23063170, 23061824 Fax: +91 11 23061250 E-mail: rasikachaube@nic.in

its circular bearing no. 51/2020 dated June 30, 2020 and, to the extent applicable, the previous circulars issued by NSE in this regard (together with the SEBI OFS Circulars, the "OFS Guidelines").

The President of India, acting through and represented by the Ministry of Steel, Government of India, is the promoter of NMDC Limited (the "Promoter"). The Promoter (the "Seller") proposes to sell up to 11,72,24,234 Equity Shares of the Company, (representing 4% of the total issued and paid up equity share capital of the Company) ("Base Offer Size"), on July 6, 2021, ("T day") (for non-Retail Investors only) and on July 7, 2021 ("T+1 day") (for Retail Investors and for non-Retail Investors who choose to carry forward their un-allotted bids) with an option to additionally sell 10,22,78,144 Equity Shares (representing 3.49% of the total issued and paid up equity share capital of the Company) (the "Oversubscription" Option") through a separate, designated window of the BSE Limited (the "BSE") and the National Stock Exchange of India Limited ("NSE", and together with the BSE, the "Stock Exchanges"), collectively representing 7.49% of the total issued and paid up equity share capital of the Company (held in dematerialized form in one or more demat accounts with the relevant depository participant), in accordance with the OFS Guidelines (such offer for sale hereinafter referred to as the "Offer"). In the event that the Oversubscription Option is exercised, the Equity Shares forming part of the Base Offer Size and the Oversubscription Option will collectively, hereinafter be referred to as "Offer Shares" while in the event that such Oversubscription Option is not exercised, the Equity Shares forming part of the Base Offer Size will be referred to as "Offer Shares".

Such number of Equity Shares as would be equivalent to up to 5% of the Offer Shares may be offered to eligible employees of the Company subsequent to completion of the Offer, in accordance with the terms and conditions provided in the OFS Guidelines, subject to approval from the competent authority (the "Employee Offer"). The eligible employees may apply for Equity Shares amounting up to ₹500,000.

The Offer shall be undertaken exclusively through the Seller's Brokers named below on a separate window provided by the Stock Exchanges for this purpose.

The details of the Offer, in accordance with the requirements of Clause 5(b) of the SEBI OFS Circular, are set forth below. Other important information in relation to the Offer is set out below under the heading "Important Information", and the information included therein constitutes an integral part of the terms and conditions of the Offer. Bidders/ prospective purchasers, as well as their brokers, are required to read the information included in this Notice in its entirety along with the OFS Guidelines, before participating in the Offer.

Sr. No.	Details required to bementioned in the Notice.	Particulars of the Offer
$\mathbf{1}$ .	Name of the Seller (Promoter /Promoter Group)	The President of India, acting through and representedby Ministry of Steel, Government of India
2.	Name of the company whoseshares are proposed to be sold andISIN	Name: NMDC LimitedISIN: INE584A01023
$\overline{3}$ .	Name of the stock exchangeswhere orders shall be placed	BSE and NSE
4.	Name of the designated stockexchange	NSE
$\overline{5}$ .	Name of the designated clearingcorporation	NSE Clearing Limited

Page 2 of 15

रसिका चीवे ⁄RASIKA CHAUBE 174 कालर मुख्या पर जानकाअपर संविध/Additional Secretary इस्पात (आंतय/Ministry of Steel उषोग भवन, नई दिल्ली Udyog Bhawan, New Delh!

mentioned in the Notice6.Dates and time of the opening andThe Offer shall take place on a separate window of theclosing of the OfferStock Exchanges on July 6, 2021 ("T" day) and July 7,2021 ("T+1" day), from 9:15 a.m. to 3:30 p.m. (IndianStandard Time) on both days, as per details given below.For non-Retail Investors (defined below)Only non-Retail Investors shall be allowed to place theirbids on T day, i.e., July 6, 2021. While placing theirbids, non-Retail Investors may indicate their willingnessto carry forward their un-allocated bids to T+1 day forallocation to them in the unsubscribed portion of RetailCategory (defined below).The Offer shall take place during trading hours on aseparate window of the Stock Exchanges on T day, i.e.,July 6, 2021 commencing at 9:15 a.m. and shall close at3:30 p.m. Indian Standard Time on the same date.Those non-Retail Investors who have placed their bidson T day and have chosen to carry forward their bids toT+1 day, shall be allowed to carry forward and alsorevise their bids on T+1 day as per the OFS Guidelines.For Retail Investors (defined below) and for non-Retail Investors who choose to carry forward theirun-allotted bids to T+1 DayThe Offer shall continue to take place during trading	Particulars of the Offer
hours on a separate window of the Stock Exchanges onT+1 day, i.e., July 7, 2021 commencing at 9:15 a.m. andshall close on the same date at 3:30 p.m. Indian StandardTime on the same date.
Only Retail Investors (defined below) shall be allowedto place their bids on T+1 day, i.e., July 7, 2021. Further,those non-Retail Investors who have placed their bids onT day and have chosen to carry forward their unallottedbids to T+1 day, shall be allowed to revise their bids onT+1 day as per the OFS Guidelines.
7.Allocation methodologyThe allocation shall be at or above the Floor Price(defined below) on a price priority basis at multipleclearing prices, in accordance with the OFS Guidelines.
Indicative price for the non-Retail Category shall bedisplayed separately. There shall be no indicative pricefor the Retail Category.
Page 3 of 15

$\ddot{\phantom{1}}$

रसिफा सीबा/RNSIKA CHAUBEअपर संदिग/Additional Secretaryअपर संदिग/Ministry of Steelउद्योग भवन, नई दिल्लीUdyog Bhawan, New Delhi

ţ

Sr. No.	Details required to bementioned in the Notice	Particulars of the Offer
		No single bidder, other than mutual funds registeredwith SEBI under the SEBI (Mutual Funds) Regulations,1996, as amended ("Mutual Funds") and insurancecompanies registered with the Insurance Regulatory andDevelopment Authority under the Insurance Regulatoryand Development Authority Act, 1999 as amended("Insurance Companies"), shall be allocated more than25% of the Offer Shares.
		Non-Retail Category Allocation Methodology
		The non-Retail Investors shall have an option to carryforward their un-allotted bids from T day to T+1 dayprovided such non-Retail Investors choosing to carryforward their un-allotted bids to $T+1$ day are required toindicate their willingness to carry forward their un-allotted bids. Further, such non-Retail Investors can alsorevise their bids on T+1 day in accordance with the OFSGuidelines.
		The allocation to the non-Retail Investors shall be at aprice equal to the Cut-Off Price or higher as per the bids.
		A minimum of 25% of the Offer Shares shall be reservedfor Mutual Funds and Insurance Companies, subject toreceipt of valid bids at or above the Floor Price (definedbelow). In the event of any under subscription by MutualFunds and Insurance Companies, the unsubscribedportion shall be available to other bidders in the non-Retail Category.
		In case of oversubscription in the non-Retail Category,the seller may choose to exercise the OversubscriptionOption, which will be intimated to the Stock Exchangesafter trading hours (at or before 5 p.m.) on T day.Accordingly, allocation to Bidders in the non-RetailCategory shall be done from the Offer Shares formingpart of the Base Offer Size and the OversubscriptionOption. Further, in the event the OversubscriptionOption is exercised, the Equity Shares forming part ofthe Base Offer Size and the Oversubscription Optionwill, collectively, hereinafter be referred to as "OfferShares". In case the Oversubscription Option is notexercised, the Equity Shares forming part of the BaseOffer Size will hereinafter be referred to as "OfferShares".
		In case of oversubscription in the non-Retail Categoryon T+1 day, if the aggregate number of Offer Shares bid

$\bar{\mathbf{v}}$

Page 4 of 15

$\ell\varphi$ 0 Q Ő

रसिन्न चीने NASIKA CHAUBEअपर संचिप/AcNitional Secretaryइस्पार संचालयाMinistry of Steelउच्चोग भवन, नई दिल्लीUdyog Bhawan, New Delhi

Sr. No.Details required to bementioned in the Notice	Particulars of the Offer
	for at a particular clearing price is more than availablequantity, then the allocation for such bids will be doneon a proportionate basis.
	Retail Category Allocation Methodology
	For the purpose of this Notice, Retail Investor shallmean an individual investor who places bids for OfferShares of total value of not more than ₹200,000aggregatedStockExchangesacross("Retail")Investor").
	10% of the Offer Shares shall be reserved for allocationto Retail Investors ("Retail Category"). The StockExchanges will decide the quantity of Offer Shareseligible to be considered in the Retail Category, basedon the Floor Price (defined below) declared by theSeller.
	A Retail Investor may bid at a "Cut-Off Price". "Cut-Off Price" means the lowest price, as shall bedetermined, at which the Offer Shares are sold in thenon-Retail Category, based on all valid bids received onT day and their bid below the Cut-Off Price shall not beconsidered for Allocation.
	In case of oversubscription in the Retail Category, if theaggregate number of Offer Shares bid for at a particularclearing price / Cut-Off Price, as the case may be, ismore than the available number of Equity Shares at suchprice, then the allocation for such bids will be done on aproportionate basis.
	Any unsubscribed portion of the Retail Category, afterallotment to Retail Investors, shall be eligible forallocation to non-Retail Investors who have chosen tocarry forward their un-allotted bids to T+1 day. Suchnon-Retail Investors are required to indicate theirwillingness to carry forward their bid on T day.
	Employee Category
	Such number of Equity Shares as would be equivalentto up to 5% of the Equity Shares sold pursuant to theOffer (over and above the Offer Shares) may be offeredto eligible employees of the Company to the Cut-OffPrice in the Offer subsequent to completion of the Offer,in terms of the OFS Guidelines, subject to approval fromthe competent authority. The eligible employees may
	Page 5 of 15

Page 5 of 15

$\sim$

Xaves leę l

$\mathfrak{f}$

रसिन्हा चौर/ASKA CHAUBEअपर संविद/Additional Secretaryइस्पार भंजातय/Ministry of Steelउच्चोग मदन, नई बिल्लीUdyog Bhawan, New Delhi

Sr. No.	Details required to bementioned in the Notice	Particulars of the Offer
		apply for Equity Shares up to ₹500,000. However, anybids by eligible employees will be considered forallocation, in the first instance, for an amount up to₹200,000.
		Provided that in the event of under-subscription in theemployee portion, the unsubscribed portion may beallotted on a proportionate basis, for a value in excess of₹200,000, subject to the total allotment to an employeenot exceeding ₹500,000.
8.	Total number of Equity Sharesbeing offered in the Offer	11,72,24,234 Equity Shares, representing 4% of the totalpaid up equity share capital of the Company (the "BaseOffer Size").
9.	Maximum number of shares theSeller may choose to sell over andabove made at point 8 above	10,22,78,144 Equity Shares, representing 3.49% of thetotal paid up equity share capital of the Company (the"Oversubscription Option").
		The Seller shall intimate the Stock Exchanges of itsintention to exercise the Oversubscription Option afterthe trading hours (at or before 5 p.m.) on T day.
10.	Name of the broker(s) on behalf ofthe Seller (the "Seller's Broker")	Citigroup Global Markets India Private Limited (BrokerCode: NSE - 11413/ BSE - 670); and
		ICICI Securities Limited (Broker Code: NSE – 07730/$BSE - 103$ ;
		SBICAP Securities Limited (Broker Code: NSE -10529/BSE-95)
		(together, the "Seller's Brokers").
		SBICAP Securities Limited (Broker Code: NSE -10529/ BSE - 95); will be acting as the SettlementBroker on behalf of the Seller's Brokers.
11.	Floor Price	The floor price for the Offer shall be ₹165 (Rupees OneHundred Sixty Five Only) per Equity Share ("FloorPrice"). The Stock Exchanges are required to ensurethat the Floor Price is immediately informed to themarket.
12.	Conditions for withdrawal of theOffer	The Seller reserves the right to not proceed with theOffer at any time prior to the time of opening of theOffer on T Day. In such a case, there shall be a coolingoff period of 10 trading days from the date of withdrawal
		Page 6 of 15
		रसिका चीर्बे RASIKA CHAUBEअपर सचिव Additional Secretaryइस्पात भंजालय/Ministry of Steelउघोग भवन, नई दिल्लीUdyog Bhawan, New Delhi

Sr. No.	Details required to be.mentioned in the Notice	Particulars of the Offer
		before another offer for sale through stock exchangemechanism is made. The Stock Exchanges shall suitablydisseminate details of such withdrawal.
13.	Conditions for cancellation of theOffer	In the event the aggregate number of orders receivedfrom non-Retail Investors in the Offer at or above theFloor Price on T day is not sufficient, the Seller reservesthe right to cancel the Offer, post bidding, in full (forboth non-Retail Investors and Retail Investors) and notproceed with the Offer on T+1 day.
		Cancellation request for bidding from the Seller will beaccepted up to 5:00 p.m. on T day by the StockExchanges.
		In case of any default in settlement obligations, theSeller reserves the right to either conclude the Offer, tothe extent of valid bids received, or cancel the Offer infull. In such cases, the decision to either conclude orcancel the Offer shall be at the sole discretion of theSeller.
14.	Conditions for participating in theOffer	1. Non-institutional investors bidding in the non-Retail Category shall deposit 100% of the bid valuein cash up-front with the clearing corporation at thetime of placing bids for the Offer.
		2. Institutional investors have an option of placingbids without any upfront payment. In case ofinstitutional investors who place bids with 100% ofthe bid value deposited upfront, custodianconfirmation shall be provided within tradinghours. In case of institutional investors who placebids without depositing 100% of the bid valueupfront, custodian confirmation shall be as per theexisting rules for secondary market transactions andthe OFS Guidelines.
		3.In respect of bids in the Retail Category, margin forbids placed at the Cut-Off Price, shall be at the FloorPrice and for price bids at the value of the bid.Clearing corporation shall collect margin to theextent of 100% of order value in cash or cashequivalents at the time of placing bids. Pay-in andpay-out for bids by Retail Investors shall take placeas per normal secondary market transactions andapplicable laws including OFS Guidelines.
		Page 7 of 15रहिका चैंबि/RASIKA CHAUBEअपर संदिव/Additional Secretaryइस्पात भंत्रालय/Ministry of Steelउषोग भवन, नई दिल्लीUdyog Bhawan, New Delhi

$\cdot$

Sr. No.Details required to bementioned in the Notice		Particulars of the Offer
		4. Retail Investors may enter a price bid or opt forbidding at the Cut-Off Price.
	5.	The funds collected shall neither be utilized againstany other obligation of the trading member nor co-mingled with other segments.
		6. Individual investors shall have the option to bid inthe Retail Category and/ or the non-Retail Category.However, if the cumulative bid value by anindividual investor across the Retail Category andthe non-Retail Category exceeds ₹200,000, the bidsin the Retail Category will become ineligible.Further, if the cumulative bid value by an individualinvestor in the Retail Category across BSE and NSEexceeds ₹200,000, such bids shall be rejected.
	7.	Modification or cancellation of orders
		(a) Orders placed by Retail Investors ((with100% of the bid value deposited upfront) canbe modified or cancelled any time during thetrading hours on T+1 day.
		(b) Orders placed by institutional and non-institutional investors, with 100% of the bidvalue deposited upfront: Such orders can bemodified or cancelled any time during thetrading hours on T day, and in respect of anyun-allotted bids which they have indicated tobe carried forward to T+1 day, orders can bemodified on T+1 day in accordance with theOFS Guidelines;
		(c) Orders placed by institutional investorswithout depositing 100% of the bid valueupfront: Such orders cannot be modified orcancelled by the investors or stock-brokers,except for making upward revision in theprice or quantity any time during the tradinghours on T day, and in respect of any un-allotted bids which they have indicated to becarried forward to T+1 day, orders can bemodified (only by making upward revisionin the price or quantity) on T+1 day inaccordance with the OFS Guidelines.
		In case of any permitted modification or
		cancellation of the bid, the funds shall be released /Page 8 of 15arcole

रसिका चीजे/ RASIKA CHAUBEअपर संसद/Additional Secretaryइस्पांत भंत्रालय/Ministry of Steelप्रस्पात भंत्रालय/Ministry of Steel

Sr. No.Details required to bementioned in the Notice		Particulars of the Offer
		collected on a real-time basis by the clearingcorporation.
	8.	Bidder shall also be liable to pay any other fees, asmay be levied by the Stock Exchanges, includingsecurities transaction tax, exchange turnovercharges, SEBI fees and applicable stamp duty.
		9. Multiple orders from a single bidder shall bepermitted, subject to the conditions prescribed inparagraph 7 above.
		10. In case of default in pay-in by any bidder, anamount aggregating to 10% of the order value shallbe charged as penalty from the investor andcollected from the broker. This amount shall becredited to the Investor Protection Fund of the StockExchange.
		11. The Equity Shares of the Company other than theOffer Shares shall continue trading in the normalmarket. However, in case of market closure due toincidence of breach of "Market wide index-basedcircuit filter", the Offer shall also be halted.
15.Settlement	1.	Settlement shall take place on a trade for trade basis.For bids received from non-Retail Category on Tnon-institutionalday,beinginvestorsandinstitutional investors who place orders with 100%of the order value deposited upfront, settlementshall take place on T+1 Day, in accordance with theOFS Guidelines. In the case of institutionalinvestors who place bids on T Day withoutdepositing 100% of the order value upfront,settlement shall be as per the existing rules forsecondary market transactions (i.e., on T+2 day).
		2. For the bids received on T+1 Day from non-RetailInvestors who choose to carry forward their un-allotted bids to T+1 day with 100% of the ordervalue deposited upfront, the settlement shall takeplace on T+2 Day.
		3. For the bids received on T+1 Day from the RetailCategory, the settlement shall take place on T+3Day.
		4. For the bids received on T+1 Day from the non-Retail Investors who choose to carry forward their
		Page 9 of 15
		रतिका चीने $\lambda$ AAS

तिका चीबे / NASIKA CHAUBEअपर सबिव/Additional Secretaryइस्पात नंत्रालय/Ministry of Steelउद्योग भवन, नई दिल्तीUdyog Bhawan, New Delhi

Sr. No. Details required to bementioned in the Notice	Particulars of the Offer
	un-allotted bids to T+1 day without depositing100% of the order value upfront, the settlement shalltake place on T+3 day.

IMPORTANT INFORMATION

The Offer is directed personally to each prospective bidder (including individuals, funds or otherwise) registered with the broker of the Stock Exchanges who makes a bid (each a "Bidder") and neither the Offer nor this Notice constitutes an offer to sell or invitation or solicitation of an offer to buy, to the public, or to any other person or class of persons requiring any prospectus or offer document to be issued, submitted to or filed with any regulatory authority or to any other person or class of persons within or outside India.

The Offer is being made in reliance on the OFS Guidelines. There will be no "public offer" of the Offer Shares in India under the applicable laws in India including the Companies Act, 2013, and the rules and clarifications issued thereunder, as amended from time to time (the "Companies Act") or in any other jurisdiction. Accordingly, no documents have been or will be prepared, registered or submitted for approval as a "prospectus" or an "offer document" with the Registrar of Companies in India and/or SEBI and/or the Stock Exchanges or any other statutory/regulatory/listing authority, in India or abroad, under the applicable laws in India including the Companies Act, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and no such document will be circulated or distributed to any person in any jurisdiction, including in India.

Each Bidder shall be deemed to acknowledge and agree that any buy order or bid shall be made solely on the basis of publicly available information and any information available with SEBI, the Stock Exchanges, on the Company's website or otherwise in the public domain, together with the information contained in this Notice.

The Offer is subject to further terms set forth in the contract note to be provided to the successful Bidders.

This Notice is for information purposes only and is neither an offer nor invitation to buy or sell nor a solicitation of an offer to buy or sell any securities, nor shall there be any sale securities, in any jurisdiction (collectively, "Other Jurisdictions") in which such offer, solicitation or sale is or may be unlawful whether prior to registration or qualification under the securities laws of any such jurisdiction or otherwise. This Notice and the information contained herein are not for publication or distribution, directly or indirectly, in or to persons in any Other Jurisdictions unless permitted pursuant to an exemption under the relevant local law/s or regulation/s in any such jurisdiction. Prospective purchasers should seek appropriate legal advice prior to participating in the Offer. The Offer Shares have not been and will not be registered under any securities law of any Other Jurisdictions.

The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable state securities laws. The Offer Shares are being offered and sold (a) within the United States only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("OIBs" and each a "OIB") in reliance on the exemption from registration provided by Rule 144A under the Securities Act, or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities

Page 10 of 15

रसिका चीने $\lambda$ RASIKA CHAUBE ...अपर सचिव /Ada tional Secretary इस्पात भंगालय/Ministry of Steel उपोग भवन, नई दिल्ली Udyog Bhawan, New Delhi

Act, and (b) outside the United States in offshore transactions in reliance upon Regulation S under the Securities Act ("Regulation S"). Prospective purchasers in the United States are hereby notified that the Seller may be relying on the exemption from the provisions of Section 5 of the Securities Act. The purchasers of Offer Shares are hereby advised that any resale of Offer Shares must be made in accordance with the registration requirements of the Securities Act or otherwise pursuant to an available exemption from such registration requirements.

No determination has been made as to whether the Company has been, is, or will become a passive foreign investment company ("PFIC") within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. No analysis has been undertaken to determine if the Company is a PFIC, and if the Company has been, is, or will be treated as a PFIC in any taxable year U.S. taxpayers that hold the Offer Shares (directly and, in certain cases, indirectly) may be subject to significant adverse tax consequences. The PFIC rules are complex. Prospective purchasers should consult their own tax advisors regarding the U.S. federal, state and local tax implications to them of acquiring the Offer Shares. By submitting a bid in connection with the Offer or receiving the Offer Shares, Bidders will be deemed to have acknowledged that none of the Seller's Brokers, the Seller, the Company nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, have provided the Bidders with any tax advice or otherwise made any representations regarding the tax consequences of purchase, ownership and disposal of the Offer Shares, and that the Bidders have obtained their own independent tax advice and evaluated the tax consequences in relation to the Offer Shares.

By submitting a bid in connection with the Offer, each broker will also be deemed to have read and understood this Notice in its entirety and accepted and complied with the terms and conditions set out in this Notice. In addition, each broker, except for the Seller's Brokers, will be deemed to have represented that it is located outside the United States and that none of it, its affiliates (as defined in Rule 405 under the Securities Act) or any person acting on its or their behalf has (a) engaged or will engage in any "directed selling efforts" (as defined in Regulation S) in connection with the offer or sale of Offer Shares, (b) engaged or will engage in any form of "general solicitation" or "general advertising" (each, within the meaning of Regulation D under the Securities Act) or (c) offered or will offer and sell the Offer Shares except outside the United States in reliance upon Regulation S or within the United States to persons reasonably believed to be QIBs in transactions exempt from the registration requirements of the Securities Act.

Except for the Seller's Brokers, no broker may solicit bids for the Offer Shares or accept orders for bids for the Offer Shares from persons in the United States.

By submitting a bid in connection with the Offer or receiving any Offer Shares, each Bidder will be deemed to have (a) read and understood this Notice in its entirety, (b) accepted and complied with the terms and conditions set out in this Notice, and (c) made the representations, warranties, agreements and acknowledgements set out in (i) or (ii) immediately below, as appropriate:

$(i)$ Persons Outside the United States

• It understands that the Offer Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States and are being offered and sold to it in a transaction that does not require registration under the Securities Act;
• It is empowered, authorized and qualified to purchase the Offer Shares;
• (i) It was outside the United States (within the meaning of Regulation S) at the time the offer of the Offer Shares was made to it and it was outside the United States when its purchase order for the Offer

Page 11 of 15

रांसेका चीने∕Rे\SiKA CHAUBE भारत संबंध/Additional Secretary इस्पात मंत्रालय/Ministry of Steel .उपोग पवन, नई दिल्ली Udyog Bhawan, New Delh!

Shares was originated and (ii) if it is a broker-dealer outside the United States acting on behalf of its customers, each of its customers has confirmed to it that such customer was outside the United States at the time the offer of the Offer Shares was made to it and such customer was outside the United States when such customer's buy order for the Offer Shares was originated;

• If it is a person in a member state of the European Economic Area ("EEA"), it represents and agrees that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, including by Directive 2017/73/EU) ("Oualified Investor");
• It also represents and agrees that any Offer Shares that may be acquired by it in any offer of the Offer Shares will not be acquired on behalf of persons in the EEA other than Qualified Investors or persons in other member states (where equivalent legislation exists) for whom it has authority to make decisions on a wholly discretionary basis, nor have the Offer Shares been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Company or Broker of a prospectus pursuant to Article 3 of the Prospectus Directive;
• If it is in the United Kingdom it is a legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
• It did not submit a bid for and will not be acquiring the Offer Shares as a result of any "directed selling efforts" (as defined in Regulation S):
• It is buying the Offer Shares for investment purposes and not with a view to the distribution thereof. $\bullet$ If in the future it decides to offer, resell, pledge or otherwise transfer any of the Offer Shares, it agrees that it will not offer, sell, pledge or otherwise transfer the Offer Shares except in a transaction complying with Rule 903 or Rule 904 of Regulation S or pursuant to another available exemption from the registration requirements under the Securities Act and in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India:
• It understands that no representation is made by the Seller or the Seller's Brokers as to the availability $\bullet$ of any such exemption at the time of any such offer, sale, pledge or transfer;
• It is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company or a person $\bullet$ acting on behalf of an affiliate of the Company;
• $\bullet$ It is not, and is not acting on behalf of a "Benefit Plan Investor" as defined in the Employee Retirement Income Security Act of 1974, as amended:
• Where it is submitting a bid as fiduciary or agent for one or more investor or managed accounts, it represents and warrants that it was authorised in writing by each such managed account to purchase the Offer Shares for each managed account and to make (and it hereby makes) the representations, warranties, agreements and acknowledgments herein for and on behalf of each such account, reading the reference to 'it' to include such accounts;
• The placing of orders for the purchase of the Offer Shares and resultant purchase on successful allocation is and will be lawful under the laws of the jurisdictions in which it places such orders to purchase Offer Shares, in which it is resident, and in which the sale and purchase of the Offer Shares is consummated, including under all applicable Indian laws, regulations and guidelines, including the OFS Guidelines:
• It will not hold or seek to hold the Seller or the Seller's Brokers or any of their respective affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company or the Offer or otherwise responsible or liable in any manner whatsoever in

Page 12 of 15

$\mathcal{R}$ e o $\mathcal{V}$ e

रसिका श्रेबे/RASIKA CHAUBE भारत सचिव/Additional Secretary इस्पत नंत्रालय/Ministry of Steel ्रांगः भवनं, नई दिल्लीस्रोतः भवनं, नई दिल्ली

respect of any losses incurred in connection with transactions entered into by the brokers acting on its behalf in connection with the purchase of the Offer Shares;

• It agrees to indemnify and hold the Seller and the Seller's Brokers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Offer Shares;
• It understands that by its purchase or holding of the Offer Shares it is assuming and is capable of bearing the risk of loss that may occur with respect to the Offer Shares, including the possibility that it may lose all or a substantial portion of its investment in the Offer Shares, and it will not look to Seller's Brokers for all or part of any such loss or losses it may suffer; and
• It acknowledges that the Seller and the Seller's Brokers and their respective affiliates, and others will é rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements and agrees that if any of such representations, warranties, agreements and acknowledgements is no longer accurate it will promptly notify the Seller.

Any resale or other transfer, or attempted resale or other transfer, of the Offer Shares made other than in compliance with the above-mentioned restrictions shall not be recognized by the Company.

$(ii)$ Persons in the United States

• It understands that the Offer Shares have not been and will not be registered under the Securities Act $\bullet$ or under the securities laws of any state of the United States and that the offer and sale of the Offer Shares to it is being made in reliance on Rule 144A or another available exemption from the registration requirements of the Securities Act and in accordance with any applicable state securities laws:
• It is empowered, authorized and qualified to purchase the Offer Shares;
• (i) It is a QIB and is purchasing Offer Shares for its own account or for the account of another QIB and (ii) is aware that the Offer Shares are being sold to it in reliance on the exemption from registration provided by Rule 144A under the Securities Act or pursuant to another exemption from. or in a transaction not subject to, the registration requirements of the Securities Act;
• It did not submit a bid for and will not be acquiring the Offer Shares as a result of any general $\bullet$ solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act);
• It represents and warrants that it is buying the Offer Shares for investment purposes and not with a $\bullet$ view to the distribution thereof. If in the future it decides to offer, sell, pledge or otherwise transfer any of the Offer Shares, it agrees that it will only offer, sell, pledge or otherwise transfer such Offer Shares (a) in the United States (i) to a person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available), (iii) pursuant to another available exemption from the registration requirements of the Securities Act, or (iv) pursuant to an effective registration statement under the Securities Act, or (b) outside the United States in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, as applicable. in each case in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India. Except for sales made in accordance with Rule 903 or 904 of Regulation S, it will, and each subsequent purchaser is required to, notify any subsequent purchaser from it of the resale restrictions referred to in (a) above;

Page 13 of 15

रसिका चीवे $\lambda$ RASIKA CHAUBE ורדי דודי קריפורמי מורמיםשִׁנְד קִוּקָפּן (Additional Secretary इस्पांत मंत्रालय/Ministry of Steel उघोग भवन, नई विल्ली Udyog Bhawan, New Delhi

• It is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company or a person acting on behalf of an affiliate of the Company:
• It represents that prior to acquiring the Offer Shares, it has all the information relating to the Company and the Offer Shares which it believes is necessary for the purpose of making its investment decision;
• It understands that Offer Shares purchased pursuant to Rule 144A or another available exemption under the Securities Act will be "restricted securities" within the meaning of Rule 144 under the Securities Act and it agrees that for so long as they remain restricted securities, it shall not deposit such Offer Shares into any unrestricted depository facility established or maintained by any depository bank;
• The placing of orders for the purchase of the Offer Shares and resultant purchase on successful allocation is and will be lawful under the laws of the jurisdictions in which it places such orders to purchase Offer Shares, in which it is resident, and in which the sale and purchase of the Offer Shares is consummated, including under all applicable Indian laws, regulations and guidelines, including the OFS Guidelines:
• Where it is submitting a bid as fiduciary or agent for one or more investor or managed accounts, it represents and warrants that it was authorised in writing by each such managed account to purchase the Offer Shares for each managed account and to make (and it hereby makes) the representations, warranties, agreements and acknowledgments herein for and on behalf of each such account, reading the reference to 'it' to include such accounts:
• It will not hold or seek to hold the Seller or the Seller's Brokers or any of their respective affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company or the Offer or otherwise responsible or liable in any manner whatsoever in respect of any losses incurred in connection with transactions entered into by the brokers acting on its behalf in connection with the purchase of the Offer Shares:
• It understands that the Offer Shares may also not be reoffered, resold, pledged or otherwise $\bullet$ transferred to a "Benefit Plan Investor" as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or anyone acting on behalf of such a person:
• It is not a "Benefit Plan Investor" as defined in ERISA or a person acting on behalf of such a person;
• The purchase of the Offer Shares by it and the consummation of the transactions contemplated does not and will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any substantially similar law for which no exemption is available;
• It agrees to indemnify and hold the Seller and the Seller's Brokers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Offer Shares:
• Where it is submitting a bid as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the representations, warranties, agreements and acknowledgements herein;
• It understands that by its purchase or holding of the Offer Shares it is assuming and is capable of bearing the risk of loss that may occur with respect to the Offer Shares, including the possibility that it may lose all or a substantial portion of its investment in the Offer Shares, and it will not look to Seller's Brokers for all or part of any such loss or losses it may suffer; and

Page 14 of 15

avelle

∩√∖∖}IKA CHAUBE are elay/Additional Secretary दुत्पात भंत्रालय/Ministry of Steel उधोग भवन, नई दिल्ली Udyog Bhawan, New Delhi

It acknowledges that the Seller and the Seller's Brokers and their respective affiliates, and others will $\bullet$ rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements and agrees that if any of such representations, warranties, agreements and acknowledgements is no longer accurate it will promptly notify the Seller.

Any resale or other transfer, or attempted resale or other transfer, of the Offer Shares made other than in compliance with the above-mentioned restrictions shall not be recognized by the Company.

This Notice is not for publication or distribution, in whole or in part, in the United States, except that the Seller's Brokers may send copies of this Notice to persons in the United States who they reasonably believe to be QIBs.

Thanking You,

Yours faithfully,

On behalf of the President of India, Ministry of Steel, Government of India

Authorised Signatory Name: Smt. Rasika Chaube Designation: Additional Secretary

रसिका चीबे/RASIKA CHAUBE ....अपर संचिप/Additional Secretary इस्पाद भंजालय/Ministry of Steel उपोग भवन, नई विल्ली Udyog Bhawan, New Delhi

Page 15 of 15