GTL Infrastructure EGM

GTL Infrastructure Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on November 16, 2007, inter alia, to transact the following:

1. To offer, issue and allot from time to time, in one or more tranches, on a preferential basis convertible warrants ("Warrants") to (i) Global Assets Holding Corporation Pvt Ltd either by itself or through its subsidiary, GAH International Pte Ltd. ("GAH") and / or (ii) Infrastructure Development Finance Company Ltd ("IDFC") and /or (iii) Technology Infrastructure Limited ("TIL"), whether or not any of the above are members of the Company, provided that the aggregate number of the resultant equity shares of the Company to be issued shall not exceed in the aggregate 26,36,50,000 (Twenty Six Crores Thirty Six Lakhs Fifty Thousand) and the price of the equity shares so issued shall be Rs 40/- per equity share of the face value of Rs 10/- each, inclusive of premium of Rs 30/- per equity share.

The Warrants / equity shares to be issued and allotted on the conversion of the Warrants shall be issued on the following terms and conditions and on such further terms and conditions as may be finalised by the Board:

(a) The Warrants would be exercisable in one or more tranches and convertible into equivalent number of frilly paid up equity shares of the face value of Rs 10/- (Rupee Ten Only) each. That holder of the Warrants will have an option to apply for and be allotted one equity share of the Company per Warrant any time after the date of allotment but on or before the expiry of 18 months from the date of allotment, in one or more tranches. In this connection either the Company or the Warrant holder will give an advance notice of at least 10 (ten) days calling upon the other party to exercise / avail the aforesaid option specifying the number of Warrants. The Warrant holders will be liable to make the payment of the balance sum per Warrant (after adjusting the initial payment of 10% received prior to allotment of warrant), for such number of Warrants within 10 (ten) days of the service of the Notice.

(b) Upon receipt of the payment as above the Board (or the Committee thereof) shall allot 1 (one) equity share per Warrant by appropriating Rs 10/- (ten) towards the equity share capital and the balance amount paid towards each Warrant, towards the securities premium. In the event any of the Warrant holders express their desire not to exercise their option of conversion of the Warrants into equity shares, the amount of 10% paid by such Warrant holders on the allotment of the Warrants shall stand forfeited and the Board shall be entitled to issue such Warrants to any of the aforesaid allottees.

(c) The issue price of the Warrants / equity shares issued, and allotted on conversion of the Warrants of Rs 40/- per Warrant / equity shares to the above entities pursuant to this resolution is not less than Rs 39.18/- per Warrant being the price calculated as per the guidelines for preferential issues under the DIP Guidelines. The Relevant Date for the purpose of the DIP Guidelines relating to Preferential Issues is October 17, 2007 being date 30 (thirty) days prior to the date of the meeting of the shareholders at which the resolution is proposed to be passed by requisite majority of members i.e. November 16, 2007.

(d) The Warrants shall be allotted to GAH and / or IDFC and / or TIL within a period of 15 days of passing of the resolution by the general meeting held to consider and approve the issue of the Warrants / equity shares to be issued and allotted on the conversion of the Warrants, provided that where the allotment in one or more lots is pending on account of pendency of any approval. of such allotment, by any regulatory authorities or the Central Government, the allotment will be completed within 15 days from the receipt of such approvals.

(e) The holders of the Warrants shall also be entitled to any future bonus / rights issue of equity shares or other securities convertible into equity shares by the Company in the same proportion and manner as any other shareholders of the Company for the time being on force.

(f) In the event any of the above allottees do not "subscribe to the Warrants agreed to be subscribed to by such allottees, the Board shall have the discretion to allot, any / all of such unsubscribed portion of the Warrants to any / all of the allottees.

(g) The securities issued under the above Preferential Issue shall be locked-in for a period of one year from the date of allotment. The lock-in on the shares allotted on exercise of option attached to Warrants, if any, shall be reduced to the extent the Warrants have already been locked-in.

(h) Any of the allottees may transfer the Warrants / equity shares to be issued and allotted on the conversion of the Warrants to the other allottees and / or their affiliates, subject to the statutory requirements and the contractual obligations, if any.

(i) The Warrants and the equity shares issued and allotted on the conversion of the Warrants shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu with the existing equity shares of the Company in all respects including dividend.

2. For issuance of upto 200,00,00,000 (Two Hundred Crores) equity shares of the Company of face value of Rs 10/- each (Rupees Ten Only) for cash at such premium, which issuance may be made in such manner and on such terms and conditions as the Board thinks fit including (but not limited to) in pursuance of one or more international or domestic offerings or by way of private placements / preferential allotments / rights issue / public issue, by way of issuance of equity / convertible preference shares or other securities including in the form of Global Depository Receipts ("GDRs") and / or American Depository Receipts ("ADRs") convertible to shares and / or Foreign Direct Investment; and / or any other securities linked to equity shares / preference shares; and / or any other convertible instrument or securities such as convertible debentures, bonds, Foreign Currency Convertible Bonds ("FCCBs"), and / or any other instrument or securities representing shares / preference shares and / or any instrument or securities such as convertible debentures, bonds or warrants convertible securities such as convertible debentures / bonds or warrants convertible into depository receipts underlying-equity shares / equity shares / preference shares and / or any other instrument with or without detachable warrants, secured or unsecured or such other types of securities representing shares or convertible securities which convertible securities / instruments shall be convertible into not exceeding 200,00,00,000 (Two Hundred Crores) equity shares of the Company of the face value of Rs 10/- each (Rupees Ten Only) for cash at such premium to be decided by the Board ("Securities") to be subscribed by one or more domestic / foreign investors including but not limited to Non - Resident Indians (NRIs), Foreign Institutional Investors (FIIs); Qualified Institutional Buyers (QIBs), mutual funds, banks, foreign banks, foreign nationals, companies and / or corporate bodies, insurance companies, other institutions / corporate bodies and / or individuals or otherwise as the Board may think fit, whether or not such investors are members of the Company, in one or more currency, as may be deemed appropriate by the Board by offering the Securities in the foreign markets comprising one or more countries and / or the domestic market in any Foreign Currency or Indian Rupees, or in any other approved manner including through a prospectus, and/or letter of offer and / or on private placement memorandum and / or any offering memorandum and / or offering letter and / or circular as the case may be from time to time, as maybe deemed appropriate by the Board subject to such conditions as the Board may consider appropriate including pricing and conversion, the form and the persons to whom me securities may be issued and all other terms and conditions connected therewith, in one or more tranches and in accordance with all applicable laws and regulations and the Board be and is hereby authorised subject to applicable: laws and regulations to issue the aforesaid Securities to the investors, in such manner and at such premium as they may deem appropriate in their absolute discretion in one or more tranches, and if necessary, in consultation with the Lead Managers and / or Underwriters (if any) and / or any other advisors / consultants of the Company concerned with the offering or issue, as the Board may deem appropriate, subject to necessary provisions & approvals.

3. To increase the Authorised Share Capital of the Company from Rs 2000,00,00,000/- (Rupees Two Thousand Crores Only) divided into 150,00,00,000 (One Hundred Fifty Crores) Equity Shares of Rs 10/- each (Rupees Ten only) and 500,00,000 (Five Crores) Preference Shares of Rs 100/- (Rupees One Hundred each) each to Rs 3500,00,00,000/- (Rupees Three Thousand Five Hundred Crores Only) divided into

a. Rs 300,00,00,000 (Three Hundred Crores) Equity Shares of Rs 10/- (Rupees Ten only) each by creation of 150,00,00,000 (One Hundred Fifty Crores Only) additional Equity Shares of Rs 10/- (Rupees Ten only) each; and

b. 5,00,00,000 (Five Crores Only) Preference Shares of Rs 100/- (Rupees One Hundred Only) each.

and consequential amendments in the Memorandum & Articles of Association of the Company.

4. Authority to the Board to borrow any sum or sums of money in any manner, from time to time, with or without security and upon such terms and conditions as they may deem appropriate, notwithstanding that the aggregate of moneys to be borrowed together with the moneys already borrowed, by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital of the Company and its free reserves, from time to time, that is to say, reserves not set apart for any specific purpose; provided however that the total amount up to which monies may be borrowed by the Board (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) shall not exceed at any given point of time the sum of Rs 15,000 crores (Rupees Fifteen Thousand Crores only) or equivalent amount in any other foreign currency, subject to necessary provisions & approvals.