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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting of ABC Online Services Private Limited (“Company”) will be held on Monday, 16th Day of June, 2014 at 4.00 P.M. at the registered office of the Company at ABC, New Delhi-110016, to transact the following business as:

SPECIAL BUSINESS:-

Shareholders of the Company are requested to consider and if thought fit, to pass with or without modifications, following resolution as Special Resolutions:

ITEM NO. 1   ALTERATION IN ARTICLES OF ASSOCIATION OF THE  COMPANY

“RESOLVED THAT pursuant to section 14 and other applicable provisions, if any, of the Companies Act, 2013, and subject to approval of the shareholders (to be carried unanimously) at the general meeting, and the Registrar of Companies, the Articles of Association of the Company be amended in the form and manner similar to the draft Articles of Association tabled before the Board and duly initialed by the Chairman for the purpose of identification.”

“RESOLVED FURTHER THAT Mr. MW and Mr. AP, Directors of the Company, be and is hereby authorized to file the amended copy of the Articles of Association of the Company and file such other documents as are required to be filed with the Registrar of Companies and do all such other acts, deeds, matters or things as may be necessary, appropriate, expedient or desirable to give effect to this resolution.”

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By the order of the Board

For ABC ONLINE SERVICES PRIVATE LIMITED

MW

(Director)

Din: ………………….

Place:- Delhi

Date: 16.06.2014

NOTES:

1. A SHAREHOLDER ENTITLED TO ATTEND THE MEETING, IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND INSTEAD OF HIMSELF / HERSELF, AND SUCH A PROXY NEED NOT BE A SHAREHOLDER OF THE COMPANY SUBJECT TO PROVISIONS OF THE ARTICLES OF ASSOCIATION. THE PROXY FORM IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.

2. THE EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 IN RESPECT OF SPECIAL BUSINESS IS ANNEXED HERETO AND FORMS AN INTEGRAL PART OF THE NOTICE.

3. THE FORMS FOR PROVIDING CONSENT OF SHAREHOLDERS FOR SHORTER NOTICE OF THE EGM IS ENCLOSED HERETO AND THE SHAREHOLDERS ARE REQUIRED TO PROVIDE THE SAME, IN ANY CASE, NOT LATER THAN THE DATE OF EGM.

4. MEMBERS ARE REQUESTED TO NOTIFY ANY CHANGE IN THEIR ADDRESS/ MANDATE/ OTHER DETAILS IMMEDIATELY TO THE COMPANY AT ITS REGISTERED OFFICE.

EXPLANATORY STATEMENT

(Pursuant to Section 102(1) of the Companies Act, 2013)

ALTERATION IN ARTICLES OF ASSOCIATION OF THE COMPANY

Subsequent to the execution of the Share Subscription Agreement and the Shareholders’ Agreement on 22^nd May, 2014, the Company would be required to amend the Articles of Association to reflect the terms of the Agreements. The amended Articles of Association are attached as Annexure A.

The board of directors of the Company, therefore, recommends passing of the resolution as Special Resolution.

A copy of the proposed new set of the Articles of Association would be available for inspection at the registered office of the Company situated at ABC New Delhi - 110016 on all working days except Public Holidays, between 10.00 a.m. and 6.00 p.m. up to the date of the Extra Ordinary General Meeting.

None of the Directors and Key Managerial Personnel of the Company and their relatives are in any way interested, financially or otherwise in the resolution except to the extent of their shareholding in the Company.

FOR ABC PRIVATE LIMITED

…………………………

(DIRECTOR)

DIN: ……………………….