RIGHTS AND MEETINGS OF UNIT HOLDERS

RIGHTS AND MEETINGS OF UNIT HOLDERS :

1. The unit holder shall have the rights to receive income or distributions as provided for in the offer document or placement memorandum.

2. With respect to any matter requiring approval of the unit holders,-

• a resolution shall be considered as passed when the votes cast by unit holders, so entitled and voting, in favour of the resolution exceed a certain percentage as specified in these regulations, of votes cast against;

• the voting may also be done by postal ballot or electronic mode;

• a notice of not less than twenty one days shall be provided to the unit holders;

• voting by any person who is a related party in such transaction as well as associates of such person(s) shall not be considered on the specific issue;

• investment manager shall be responsible for all the activities pertaining to conducting of meeting of the unit holder, subject to overseeing by the trustee.

However, in issues pertaining to the investment manager such as change in investment manager including removal of the investment manager or change in control of the investment manager, trustee shall convene and handle all activities pertaining to conduct of the meetings.

Further that in respect of issues pertaining to the trustee including change in the trustee, the trustee shall not be involved in any manner in the conduct of the meeting.

3. With respect to publicly offered InvITs,–

• an annual meeting of all unit holders shall be held not less than once a year within one hundred twenty days from the end of financial year and the time between two meetings shall not exceed fifteen months;

• with respect to the annual meeting of unit holders,–

– any information that is required to be disclosed to the unit holders and any issue that, in the ordinary course of business, may require approval of the unit holders may be taken up in the meeting including,–

(a) latest annual accounts and performance of the InvIT;

(b) approval of auditor and fees of such auditor, as may be required;

(d) appointment of valuer, as may be required;

(e) any other issue;

– for any issue taken up in such meetings which require approval from the unit holders other than as specified in sub-regulation (6) under, votes cast in favour of the resolution shall not be less than one and a half times the votes cast against the resolution;

4. In case of,–

• any approval from unit holders required for investment conditions, related party transactions and valuation of assets.

• any transaction, other than any borrowing, value of which is equal to or greater than twenty five per cent of the InvIT assets;

• any borrowing in excess of specified limit as required above in borrowing and deferred payment regulation;

• any issue of units after initial offer by a publicly offered InvIT, in whatever form, other than any issue of units which may be considered by SEBI under sub-regulation (5);

• increasing period for compliance with investment conditions to one year in accordance with these regulations.

• any issue, in the ordinary course of business, which in the opinion of the sponsor(s) or trustee or investment manager, is material and requires approval of the unit holders, if any;

• any issue for which SEBI or the designated stock exchanges requires such approval under this subregulation, approval from unit holders shall be required where votes cast in favour of the resolution shall not be less than one and half times the votes cast against the resolution.

5. In case of, –

• any change in investment manager including removal of the investment manager or change in control of the investment manager;

• any material change in investment strategy or any change in the management fees of the InvIT.

• the sponsor(s) or investment manager proposing to seek delisting of units of the InvIT.

• any issue, not in the ordinary course of business, which in the opinion of the sponsor(s) or investment manager or trustee requires approval of the unit holders;

• any issue for which SEBI or the designated stock exchanges requires approval under this subregulation;

• any issue taken up on request of the unit holders including,–

– removal of the investment manager and appointment of another investment manager to the InvIT;

– removal of the auditor and appointment of another audit or to the InvIT;

– removal of the valuer and appointment of another valuer to the InvIT;

– delisting of an InvIT, if the unit holders have sufficient reason to believe that such delisting would act in the interest of the unit holders;

– any issue which the unit holders have sufficient reason to believe that is detrimental to the interest of the unit holders;

– change in the trustee if the unit holders have sufficient reason to believe that acts of such trustee is detrimental to the interest of the unit holders, approval from unit holders shall be required where votes cast in favour of the resolution shall not be less than three times the votes cast against the resolution.

However, in case of above clause, if approval is not obtained, the person shall provide an exit option to the unit holder to the extend and in the manner specified by SEBI.

6. With respect to the right(s) of the unit holders under above clauses of sub-regulation (5),–

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