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

18 July 2024

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:

Investor	No. of shares	Price Per Share
InCred Wealth and Investment Services Private Limited	Up to 2,62,84,483	INR 29 per share
J & A Partners	Up to 4,13,79,310	INR 29 per share
Ask Financial Holdings Private Limited	Up to 48,27,586	INR 29 per share
Patient Capital Investments Pte. Ltd. or affiliate entity	Up to 28,62,06,897	INR 29 per share

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).