Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the
outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Mauritius law and our Constitution, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class
only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Amendment of Governing
Documents
Under the Delaware General Corporation Law, a corporations governing documents may be amended with the approval of
a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Mauritius law, our Constitution may only be amended by special resolution of our shareholders.
Rights of
Non-Resident
or Foreign Shareholders
There are no limitations imposed by our Constitution on the rights of
non-resident
or foreign
shareholders to hold or exercise voting rights on our shares.
Such limitations are not required under the Delaware General Corporation
Law.
Issuance of Preferred Shares
Our Constitution allows for our company to issue preferred shares. Our Constitution provides that, except for issuances of more than 10% of the
share capital of the Company in a single transaction, which must be approved by an ordinary resolution of shareholders for so long as International Finance Corporation (IFC) or IFC GIF Investment Company I hold any equity shares of the
Company, the directors of our company may offer, issue, grant options over or otherwise dispose of shares of our company to such persons, at such times and for such consideration and upon such terms and conditions as the board of directors of our
company may in its absolute discretion determine (save that no shares shall be issued below the par value of the share) and that any share in our company may be issued with or have attached thereto such rights or restrictions whether in regard to
dividend, voting, return of capital or otherwise as our company may determine or, if there has not been any such determination or so far as the same does not make specific provision, as the board of directors of our company may determine.
Under the Delaware General Corporation Law, a corporation may issue preferred shares without shareholder approval.
Compulsory Acquisition
The
Financial Services Commission in Mauritius has recently issued the Securities (Takeover) Rules 2010, or the Rules, under the Financial Services Act 2007 of Mauritius and the Mauritius Securities Act which may apply to takeover offers where the
offeree is a reporting issuer in Mauritius and to a corporation holding a global business license which is listed on a relevant securities exchange. The Rules include provisions,
inter alia
, for the making of a mandatory offer and compulsory
acquisition of shares. The Rules came into operation on May 1, 2011.
Anti-takeover provisions
Mauritius law does not prevent Mauritius companies from adopting a wide range of defensive measures, such as staggered boards, issue of
preferred shares, adoption of poison pill shareholder rights plans and provisions that restrict the rights of shareholders to call meetings. Our Constitution includes the following provisions which may be regarded as defensive measures: (i) a
staggered board of directors, (ii) the ability to issue preferred shares, (iii) granting directors the absolute discretion to decline to register a transfer of any shares (other than a fully paid share), and (iv) requiring that
amendments to our Constitution be approved by a special resolution of the shareholders of our company.
Delaware law also does not prevent
Delaware corporations from adopting defensive measures such as staggered boards, issue of preferred shares, adoption of poison pill shareholder rights plans and requirements for advance notification of shareholder nominations and proposals. In
addition, Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested shareholder for a period of three years
following the date the person became an interested shareholder unless certain conditions are met. Generally, a business combination includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested
shareholder. An interested shareholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested shareholder status, did own 15% or more of a corporations outstanding voting
stock.
Registration Rights
On
July 14, 2016 we entered into a registration rights agreement by and among Azure Power Global Limited, IFC, IFC GIF Investment Company I, Société de Promotion et de Participation pour La Coopération Économique, FC VI
India Venture (Mauritius) Ltd., Helion Venture Partners II, LLC, Helion Venture Partners India II, LLC and
DEG-Deutsche
Institutions (collectively referred to as the Holders), pursuant to which we
granted certain registration rights to certain holders of our Registrable Securities, as described below.
Subject to the terms of the
registration rights agreement, at any time or from time to time, one or more of the Holders may request that we effect a registration under the Securities Act of all or any part of the Registrable Securities (as defined in the registration rights
agreement) owned by the Holders (each such registration is referred to as a Demand Registration), provided that the Registrable Securities to be so registered (i) have an aggregate value of at least US$25 million, based on the
closing trading price of the equity shares on the date demand to file such Demand Registration Statement is made, or (ii) include all Registrable Securities of the Holder or Holders requesting the Demand Registration which remain outstanding at
such time.
At any time after we become eligible to file a shelf registration statement under the Securities Act, the registration
statement to be filed by us pursuant to any Demand Registration may be required by the Holder requesting such Demand Registration to be in the form of a shelf registration statement (or any similar or successor form for which we then qualify).
Each Holder is entitled to not more than four Demand Registrations pursuant to the registration rights agreement. All Holders are entitled to
no more than one Demand Registration pursuant to the registration rights agreement per
six-month
period.
Whenever we propose to file a registration statement including, but not limited to, registration statements relating to our secondary
offerings of Securities (but excluding registration statements relating to the paragraphs above and relating to employee benefit plans or with respect to corporate reorganizations) at any time and from time to time, we will, at least 20 days prior
to such filing, give written notice to all Holders of our intention to do so and, upon the written request of any Holder(s) given within 10 days after we provide such notice, we will use our reasonable efforts to cause all Registrable Securities
that we have been requested by such Holder(s) to register or to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request
of such Holder(s), provided that we shall have the right to postpone or withdraw any such registration effected without obligation to any Holder.
On
September 30, 2016, we entered into a registration rights agreement with CDPQ Infrastructures Asia Pte Ltd. (CDPQ) on substantially the same terms as described above, except CDPQ is not entitled to more than three Demand
Registrations pursuant to the registration rights agreement.
Transfer Agent
The registrar and transfer agent for our equity shares is Computershare Inc.
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