SUZLON ENERGY LTD. — Capital/Financing Update 2020

Mar 2, 2020

29 th February 2020.

National Stock Exchange of India Limited, "Exchange Plaza", Bandra-Kurla Complex, Bandra (East), Mumbai-400051.

BSE Limited, P.J. Towers, Dalal Street, Mumbai-400001.

Dear Sirs,

Ref.: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

This is further to our letter dated 27th February 2020, in relation to the outcome of the Board Meeting held on the same date ("Letter"), wherein, as intimated, the Board has approved issuance of equity shares / compulsorily convertible debentures (CCDs) of the Company on preferential basis to the promoters / certain persons / entities (as mentioned in Annexure 2 of the Letter) to an extent of Rs.400 Crores in terms of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations").

In connection with the preferential allotment, the Company has entered into (i) securities subscription agreement with the persons mentioned at Sr. No.2 to 16 of Annexure 2 of the Letter ("Investor Group") dated 28th February 2020 ("Investor SSA"); (ii) an amended and restated shareholders' agreement with the Investor Group and promoters of the Company dated 28th February 2020 ("SHA"); and (iii) securities subscription agreement with Tanti Holdings Private Limited ("Promoter Group") dated 28th February 2020 ("Promoter SSA").

In terms of Part A of Schedule III of Regulation 30 of the Listing Regulations, following is the necessary information:

Name(s) of parties with whom the agreement isentered	As stated above.
Purpose of entering into the agreement	The Investor SSA and the Promoter SSA recordsthe terms of raising funds through preferentialallotment of equity shares and CCDs totheInvestorGroupandPromoterGroup,respectively.
	TheSHAinter-aliarecordstherevisedunderstanding in relation to the inter-se rights andobligations between the Investor Group and thepromoters in relation to the Company, pursuant tothecompletionoftheproposedpreferentialallotment mentioned above.
Shareholding, if any, in the entity with whom theagreement is executed	NIL.
Significant terms of the agreement (in brief)special rights like right to appoint directors, firstright to share subscription in case of issuance ofshares, right to restrict any change in capitalstructure etc.;	The Investor SSA and Promoter SSA provide thatthe Company shall issue and allot equity sharesand CCDs by way of preferential allotment onprivate placement basis, to the Investor GroupandPromoterGroup,foranaggregateconsideration of Rs.100 Crores each, subject toconditions precedent as set out in the saidagreements.

Whether, the said parties are related to promoter /promoter group / group companies in any manner.	TheSHAinter-aliarecordsthetermsandconditions governing the management of theCompany, rights of the Investor Group and thepromoters to nominate directors in the Companyandinter-seagreementforanytransfer/acquisition of securities of the Company, inaccordance with the terms of the SHA.Tanti Holdings Private Limited is one of thepromoters of the Company.
If yes, nature of relationshipWhether the transaction would fall within relatedparty transactions? If yes, whether the same isdone at "arms length"	Not applicable.
In case of issuance of shares to the parties, detailsof issue price, class of shares issued	The issue price for equity shares and conversionprice of the CCDs is Rs.2.61 per equity share,which has been determined with reference to theRelevant Date (i.e. 20thFebruary 2020), inaccordance with Regulation 164(1) of the ICDRRegulations and applicable laws.The CCDs shall carry a face value of Rs.1,00,000each and each CCD shall be convertible into38,314 equity shares of face value Rs.2 each ofthe Company, within a period of 18 months fromthe date of allotment of the CCDs.
Any other disclosures related to such agreements,viz., details of nominee on the board of directorsof the listed entity, potential conflict of interestarising out of such agreements, etc.	NIL.
Incaseofterminationoramendmentofagreement, listed entity shall disclose additionaldetails to the stock exchange(s):a) name of parties to the agreement;b) nature of the agreement;c) date of execution of the agreement;d) details of amendment and impact thereof orreasons of termination and impact thereof	Please see the details of the SHA above.

This is for your information as also for the information of your members and the public at large.

Thanking you,

Yours faithfully, For Suzlon Energy Limited

Geetanjali S.Vaidya, Company Secretary.