BHARTI AIRTEL LIMITED Regd. Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110 070, India. NOTICE Notice is hereby given that the fourteenth annual general meeting of the members of Bharti Airtel Limited will be held on Friday, 21 st day of August, 2009 at 03.30 P.M. at Air Force Auditorium, Subroto Park, New Delhi 110010 to transact the following businesses:- ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2009, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date and the reports of the Board of directors and auditors thereon. 2. To declare dividend on equity shares. 3. To appoint a director in place of Mr. Akhil Kumar Gupta, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a director in place of Mr. Ajay Lal, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint a director in place of Mr. Arun Bharat Ram, who retires by rotation and being eligible offers himself for re-appointment. 6. To appoint a director in place of Mr. Narayanan Kumar, who retires by rotation and being eligible, offers himself for re-appointment. 7. To appoint M/s. S.R. Batliboi & Associates, Chartered Accountants, Gurgaon, as the statutory auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting and to authorize the Board/Audit Committee to fix their remuneration. SPECIAL BUSINESS 8. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution: Resolved that pursuant to the provisions of section 257 and other applicable provisions, if any, of the Companies Act, 1956, Mr. Quah Kung Yang be and is hereby appointed as a director of the Company, liable to retire by rotation. 9. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution: Resolved that pursuant to the provisions of section 257 and other applicable provisions, if any, of the Companies Act, 1956, Mr. Nikesh Arora be and is hereby appointed as a director of the Company, liable to retire by rotation. 10. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution: Resolved that pursuant to the provisions of section 257 and other applicable provisions, if any, of the Companies Act, 1956, Mr. Craig Edward Ehrlich be and is hereby appointed as a director of the Company, liable to retire by rotation. By order of the Board Registered Office: For Bharti Airtel Limited Aravali Crescent, 1, Nelson Mandela Road, Vijaya Sampath Vasant Kunj, Phase II, Group General Counsel & New Delhi - 110 070, Company Secretary India. Date: April 29, 2009 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PROXY FORM IS APPENDED WITH THE ADMISSION SLIP. 2. The notice of the annual general meeting will be sent to those members whose names appear on the register of members as on Tuesday, June 30, 2009. 3. Annual Report is available at the website of the Company at www.airtel.in in the Investor Relations section. 4. The Register of Members and Share Transfer books of the Company will remain closed from Friday, July 31, 2009, to Friday, August 21, 2009 (both days inclusive), in terms of the provisions of the Companies Act, 1956 and the listing agreement with the stock exchanges where the shares of the Company are listed for the purpose of annual general meeting & determining the names of the members eligible for dividend on equity shares, if declared at the meeting. 1
5. The dividend, if declared at the meeting, will be paid on or before the 30 th day from the date of declaration of dividend i.e. September 20, 2009, to those members, whose names will appear in the Register of Members on the close of the day on July 30, 2009; in case, the shares are held in dematerialized form, to those beneficiaries, whose names are furnished by the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owner on that date. 6. Members, who hold shares in the physical form and desirous of availing ECS facility for direct credit of dividend to their bank account, may submit their requisite request in the enclosed form to the Company s Registrars and Share Transfer Agents, Karvy Computershare Private Limited, at Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Andhra Pradesh (the Registrar). The ECS mandate, in order to be effective, should be submitted to the Registrar on or before July 30, 2009 so as to receive the dividend, if declared through ECS. In respect of shareholders holding shares in electronic form, the bank details as furnished by the respective depositories to the Company will be used for the purpose of distribution of dividend through ECS. The Company/the Registrars will not act on any direct request from members holding shares in dematerialized form for change/deletion of such bank details. 7. Members who are holding shares in physical form are requested to address all correspondence concerning, registration of transfers, transmissions, sub-division, consolidation of shares or any other share related matters and/or change in address, or updation thereof to Company s Registrars & Share Transfer Agents, Karvy Computershare Private Limited, at Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Andhra Pradesh. Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updations of bank account details to their respective depository participants. Any query related to dividend should be directed to the Registrars and Share Transfer Agents of the Company. 8. Information regarding particulars of the directors to be appointed and the directors seeking reappointment requiring disclosure in terms of the listing agreement and the explanatory statement pursuant to Section 173 of the Companies Act, 1956, are annexed hereto. The committee chairmanships/memberships considered for the purposes of disclosure are those prescribed under clause 49(I)(C) of the Listing Agreement(s) viz. Audit Committee and Shareholders /Investors Grievance Committee of Indian public limited companies. 9. Corporate members are requested to send a duly certified copy of the board resolution/power of attorney authorising their representative to attend and vote at the annual general meeting. 10. Statutory Registers and documents referred to in the accompanying notice and explanatory statement, including certificate from the Auditors of the Company under clause 14 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are open for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of annual general meeting and will also be available for inspection at the meeting. 11. Members having any questions on accounts are requested to send their queries at least ten days in advance to the Company at its registered office address to enable the Company to collect the relevant information. 12. Members/proxies are requested to bring duly filled admission/attendance slips sent herewith along with the copies of annual reports at the meeting. 13. For the security and safety of the shareholders, no article/baggage including water bottles and tiffin boxes will be allowed at the venue of the meeting. The members / attendees are strictly requested not to bring any article / baggage, etc. at the venue of the meeting. MEMBERS MAY PLEASE NOTE THAT NO GIFTS/ GIFT COUPONS SHALL BE DISTRIBUTED AT THE VENUE OF THE MEETING. EXPLANATORY STATEMENT (Pursuant to the provisions of section 173(2) of the Companies Act, 1956) ITEM No. 8 Mr. Quah Kung Yang was appointed as an additional director on the Board of the Company w.e.f. August 01, 2008. Pursuant to the provisions of section 260 of the Companies Act, 1956 read with Article 123(i) of the Articles of Association of the Company, Mr. Quah Kung Yang holds office upto the date of this fourteenth annual general meeting. The Company has received notice under section 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Quah Kung Yang as director of the Company, liable to retire by rotation along with the prescribed deposit of Rs. 500/-. None of the directors except Mr. Quah Kung Yang is concerned or interested in the resolution. The Board recommends appointment of Mr. Quah Kung Yang as director liable to retire by rotation as set out in item no. 8.
ITEM No. 9 Mr. Nikesh Arora was appointed as an additional director on the Board of the Company w.e.f. October 30, 2008. Pursuant to the provisions of section 260 of the Companies Act, 1956 read with Article 123(i) of the Articles of Association of the Company, Mr. Nikesh Arora holds office upto the date of this fourteenth annual general meeting. The Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Nikesh Arora as director of the Company, liable to retire by rotation along with the prescribed deposit of Rs. 500/-. None of the directors except Mr. Nikesh Arora is concerned or interested in the resolution. The Board recommends appointment of Mr. NIkesh Arora as director liable to retire by rotation as set out in item no. 9. ITEM No. 10 Mr. Craig Edward Ehrlich was appointed as an additional director on the Board of the Company w.e.f. April 29, 2009. Pursuant to the provisions of section 260 of the Companies Act, 1956 read with Article 123(i) of the Articles of Association of the Company, Mr. Craig Ehrlich holds office upto the date of this fourteenth annual general meeting. The Company has received notice under section 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Craig Ehrlich as director of the Company, liable to retire by rotation along with the prescribed deposit of Rs.500/-. None of the directors except Mr. Craig Ehrlich is concerned or interested in the resolution. The Board recommends appointment of Mr. Craig Ehrlich as director liable to retire by rotation as set out in item no. 10. By order of the Board Registered Office: For Bharti Airtel Limited Aravali Crescent, 1, Nelson Mandela Road, Vijaya Sampath Vasant Kunj, Phase II, Group General Counsel & New Delhi - 110 070, Company Secretary India. Date: April 29, 2009 Information on directors seeking appointment/re-appointment at the forthcoming Annual General Meeting (pursuant to clause 49 of the Listing Agreement). Mr. Akhil Kumar Gupta Director Identification Number 00028728 Date of birth 22 nd December, 1955 Qualifications Chartered Accountant. Advanced Management Program at Harvard Business School, USA Experience and expertise in specific Shareholding in Bharti Airtel Limited Financial Management 1,091,692 shares Directorships held in other Indian Bharti AXA General Insurance Company Limited public limited companies Bharti AXA Life Insurance Company Limited Bharti Infratel Limited Bharti Infratel Ventures Limited Bharti Retail (Holdings) Private Limited* Bharti Telecom Limited Bharti Teletech Limited Bharti Wal-Mart Private Limited* Comviva Technologies Limited Indus Towers Limited Mehrauli Realty Consultants Limited Membership/Chairmanship of committees Bharti Airtel Limited - Investor Grievance Committee (Chairman) in public limited Bharti Infratel Limited - Audit Committee (Member) Bharti Telecom Limited - Audit Committee (Member) Bharti Telecom Limited - Share Transfer Committee (Member) Bharti Teletech Limited - Audit Committee (Chairman) Bharti Wal-Mart Private Limited* Audit Committee (Member) Indus Towers Limited Audit Committee (Chairman) * Public limited company in terms of section 3(1) (iv)(c) of the Companies Act, 1956 3
Mr. Ajay Lal Director Identification Number 00030388 Date of birth 8 th August, 1961 Qualifications Engineering from IIT New Delhi MBA from IIM Kolkata Advanced Management Program Graduate from Harvard Business School. Experience and expertise in specific Management, Private Equity, Project Finance and Corporate Banking Shareholding in Bharti Airtel Limited 10,000 shares Directorships held in other public limited The Catholic Syrian Bank Limited Membership/Chairmanship of committees Bharti Airtel Limited - Audit Committee (Member) in public limited The Catholic Syrian Bank Limited - Audit Committee (Member) Mr. Arun Bharat Ram Director Identification Number 00694766 Date of birth 15 th November, 1940 Qualifications Engineering from the YMCA Institute of Engineering Experience and expertise in specific Management Directorships held in other public limited DCM Shriram Consolidated Limited JK Paper Ltd Moser Baer (India) Limited Samtel Color Limited Samtel Glass Limited SRF Energy Limited SRF Fluorochemicals Ltd SRF Infrastructuire Limited SRF Limited SRF Polymers Investment Limited Membership / Chairmanship of committees Bharti Airtel Limited - Audit Committee (Member) in public limited DCM Shriram Consolidated Limited Audit Committee (Member) J K Paper Limited - Shareholders /Investors Grievance Committee (Member) SRF Limited - Shareholders /Investors Grievance Committee (Member) Mr. Narayanan Kumar Director Identification Number 00007848 Date of birth 28 th January, 1950 Qualifications Engineering in Electronics and Communications from Anna University, Chennai Experience and expertise in specific Technology, Management and Finance Directorships held in other Indian Bharti Infratel Limited public limited companies Cochin Shipyard Limited Entertainment Network (India) Limited MRF Limited Take Solutions Limited Times Innovative Media Limited Membership/Chairmanship of committees Bharti Airtel Limited Audit Committee (Chairman) in public limited Bharti Infratel Limited Audit Committee (Chairman) Cochin Shipyard Limited Audit Committee (Chairman) Entertainment Network (India) Limited - Audit Committee (Chairman) Take Solutions Limited Shareholder/Investor Grievance Committee (Chairman) Times Innovative Media Limited - Audit Committee (Member)
Mr. Quah Kung Yang Director Identification Number 02274965 Date of birth 14 th November, 1961 Qualifications Fellow of the Institute of Chartered Accountants in England and Wales Member of the Institute of Certified Public Accountants of Singapore Graduate of the University of Kent at Canterbury, England. Experience and expertise in specific Financial Management Directorships held in other public limited Bharti Telecom Limited Membership/Chairmanship of committees Bharti Airtel Limited - Audit Committee (Member) in public limited Bharti Telecom Limited Audit Committee (Member) Mr. Nikesh Arora Director Identification Number 02433389 Date of birth 9 th February, 1968 Qualifications MS in Finance from Boston College MBA from the Northeastern University in the United States. Experience and expertise in specific Finance and Business Administration Directorships held in other public limited Nil Membership/Chairmanship of committees in Nil public limited Mr. Craig Edward Ehrlich Director Identification Number 02612082 Date of birth 14 th May, 1955 Qualifications Graduate from University of California Los Angeles Masters degree from Occidental College Postgraduate Fellowship from Coro foundation Experience and expertise in specific Finance and Business Administration Directorships held in other public limited Nil Membership/Chairmanship of committees Nil in public limited Registered Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi - 110 070, India. Date: April 29, 2009 By order of the Board For Bharti Airtel Limited Vijaya Sampath Group General Counsel & Company Secretary 5
ADMISSION SLIP BHARTI AIRTEL LIMITED Regd. Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi 110 070 DP Id Regd. Folio No.* Client Id No. of Shares Name(s) and address of the shareholder in full...... I/we hereby record my/our presence at the fourteenth annual general meeting of the Company being held on 21 st day of August, 2009 at 3.30 p.m. at Air Force Auditorium, Subroto Park, New Delhi 110 010 Please ( ) in the box MEMBER PROXY Signature of Member/Proxy *Applicable for investors holding shares in physical form. PROXY FORM BHARTI AIRTEL LIMITED Regd. Office: Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi 110 070 DP Id Regd. Folio No.* Client Id No. of Shares Name(s) and address of the shareholder in full...... I/we being a member of Bharti Airtel Limited, hereby appoint... of...... or failing him... of...in the district of...as my/our proxy to attend and vote for me/us on my/our behalf at the fourteenth annual general meeting of the Company scheduled to be held on 21 st of day of August, 2009 at 03.30 P.M. at Air Force Auditorium, Subroto Park, New Delhi 110010 or/and at any adjournment thereof. I/we direct my/our proxy to vote on the resolutions in the manner as indicated below: Resolutions For Against Adoption of Annual Financial Statements and Reports Declaration of Dividend Re-appointment of Mr. Akhil Kumar Gupta Re-appointment of Mr. Ajay Lal Re-appointment of Mr. Arun Bharat Ram Re-appointment of Mr. Narayanan Kumar Reappointment of M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, as the statutory auditors Appointment of Mr. Quah Kung Yang as a director liable to retire by rotation Appointment of Mr. Nikesh Arora as a director liable to retire by rotation Appointment of Mr. Craig Edward Ehrlich as a director liable to retire by rotation Dated: Affix the Revenue Stamp of Re. 1/- *Applicable for investor holding shares in physical form. Signed by the said Note : The Proxy form duly completed and signed should be deposited at the Registered Office of the Company situated at Aravali Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi-110070 not later than 48 hours before the commencement of the Annual General Meeting. BHARTI AIRTEL ANNUAL REPORT 2008-09 7
ECS MANDATE FORM [APPLICABLE FOR SHARES HELD IN PHYSICAL FORM ONLY] To Karvy Computershare Private Limited Unit: Bharti Airtel Limited Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad. Pin: 500 081 Name of the First/Sole Share holder Folio No. Income Tax Permanent Account Number (PAN) (Please attach a photocopy of PAN Card) Email ID Bank Name Branch Name & Address PAN / Email information ECS Mandate Form (for shares held in Physical mode) Bank Account Type (tick) SB Current Others Bank Account Number 9 Digit Code Number of the Bank and Branch appearing on the MICR Cheque issued by the Bank (Please attach a photo copy of the Cheque) I hereby declare that the particulars given above are correct and complete and also express my concurrence to receive information through e-mail towards dividend paid by the Company under the ECS mode. Signature of the 1 st Registered Holder/Sole Holder 7