BMW Financial Services India NOTICE NOTICE is hereby given that the Eighth Annual General Meeting of the Members of BMW INDIA FINANCIAL SERVICES PRIVATE LIMITED will be held at shorter notice on Tuesday, 30" May, 2017 at 5.30 pm at Hotel Leela Ambience, Gurgaon, Haryana - 122 002 to transact the following business: ORDINARY BUSINES: 1. To receive, consider and adopt the Balance Sheet as at 31% March, 2017 and the statement of profit and loss along with schedules and notes to account and the cash flow statement of the Company for the year ended on that date and the Report of Directors and Auditors thereon, 2. To ratify the appointment of Statutory Auditors to hold office from the conclusion of this ‘Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. In this connection, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT the members of the Company hereby ratify the appointment of BSR. & Associates LLP, Chartered Accountants, (ICAI Registration Number 116231W), the Statutory Auditors of the Company to hold the office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting at 2 remuneration on a progressive billing basis on the basis of the schedule of work to be agreed between the Auditors and Wholetime Director & Chief Financial Officer of the Company.” ‘SPECIAL BUSINESS 3. APPROVAL FOR REGULARISATION OF MR. ANDREAS VAN RHEENEN AS DIRECTOR ‘To regularize appointment of Mr. Andreas Van Rheenen, who was eppointed as Additional Director during the year and to consider the proposal of being appointed as @ Director and if thought fit, to pass, with or without madification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 160(1) and 161 any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) subject to Article 80 of the Articles of Association of the Company, Mr. Andreas Van Rheenen (DIN 07635675), Director of the Company be and is hereby appointed as a Director of the Company” RESOLVED FURTHER THAT the Key Managerial Persons be and are hereby authorized to do all such acts and take all such steps as may be necessary, proper or cuoer238 ——expediant to give effect to this resolution.” otitqlcsearn” 4, APPROVAL FOR REGULARISATION OF MR. SERGE FRANCIS NAUDIN AS DIRECTOR cxseiiizaa To regularize appointment of Mr. Serge Francis Naudin, who was appointed as Additional Director during the year and to consider the proposal of being appointed as a Director 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 Sections 152, 160(1) and 161 eny other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) subject to Article 80 of the Articles of Association of the Company, Mr. Serge Francis Neaudin (DIN 07801089), Director of the Company be and is hereby appointed as a Director of the Company” RESOLVED FURTHER THAT tho Key Managerial Persons be and are hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” By Order of the Board of Directors of BMW India Financial Services Private Limited or Vikas Arora May 30, 2017 Legal Counsel & Company Secretary Place: Gurgaon, Haryana Membership No.: ACS 19477NOTES: 1. 2, ‘The Expianatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Spacial Business to be transacted at the meeting is annexed hereto. ‘Amember entitled to attend and vote is entitled to appoint @ proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The instrument of proxy should, however, be deposited at the registered office of the ‘Company not lass than 48 hours before commencing the meeting, A Proxy Form is enclosed with this Netice of Meeting, Corporate members intending to send their authorised representatives to attend the meeting re requested to send a duly certified copy of their Board Resolution authorizing their representatives to attend andi vate at the meeting. All documents referred to in the above Notice ere open for inspection at the Registered Office of the Cornpeny during office hours. Members / Proxies { Authorised Representatives should bring the enclosed Attendance Slip, duly filed in, or attencing the Meeting