Notice of EGM to the members of Oravel Stays Ltd. (OYO) for FY24-25

Notice regarding the EGM sent to the members of OYO (Oravel Stays Ltd.) for FY24-25. The meeting will be held via video conferencing on Thursday, August 8, 2024, at 5:30 PM (IST), to consider and transact the following businesses:

• To approve the appointment of Mr. Sumer Juneja, who was appointed as an Additional Director representing SoftBank Vision Fund by the Board of Directors on July 9, 2024, as a Non-Executive Director representing SoftBank Vision Fund, subject to retirement by rotation.
  
• To alter and increase the authorized share capital of the Company from INR 13,41,13,59,300/- to INR 16,31,13,59,300/- with the inclusion of 290,000,000 Series G Fully and Compulsorily Convertible Cumulative Preference Shares of INR 10/- each, via ordinary resolution.
  
• To create, offer, and issue 35,86,98,276 Series G CCCPS with a face value of INR 10/- each for cash at an issue price of INR 29 per Series G CCCPS, amounting to an aggregate consideration of INR 10,40,22,50,004/- to the following on a private placement basis:

Key Characteristics of Series G CCCPS:

• The Series G CCCPS will be issued with a minimum preferential dividend rate of 0.01% (zero point zero one percent) per annum.
  
• Conversion: 
  
  • ​Subject to adjustments pursuant to the Shareholders' Agreement, each Series G CCCPS may be converted into Equity Shares on a 1:1 basis at any time at the option of the holder of the Series G CCCPS.
    
  • Subject to compliance with the law, each Series G CCCPS shall automatically convert into Equity Shares, at the conversion price then in effect, upon the earliest of:
    • One day prior to the expiry of 20 years from the date of issue of the Series G CCCPS; or
    • In connection with an IPO, prior to the filing of a prospectus (or equivalent document) by the Company with the competent authority or such later date as may be permitted under the law.
      
• The Series G CCCPS will be converted into Equity Shares at the Series G Conversion Price, as defined herein, at the time of conversion ("Series G Conversion Price").
  
• The initial Series G Conversion Price for the Series G CCCPS will be the Series G CCCPS Subscription Price.

The Company has fixed Thursday, August 1, 2024, as the "cut-off date" for voting at the EGM. The voting rights of the shareholders/beneficial owners will be based on the shares held by them at the close of business hours on the cut-off date. A person who is not a member as of the cut-off date should treat the EGM notice for information purposes only. The remote e-voting period begins on Sunday, August 4, 2024, at 9:00 AM (IST) and ends on Wednesday, August 7, 2024, at 5:00 PM (IST).