IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached tender offer memorandum (as it may be supplemented or amended from time to time, the “Tender Offer Memorandum”) and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing, reading or making any other use of the Tender Offer Memorandum, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Muthoot Finance Limited (the “Company”), or the Dealer Manager, or the Information and Tender Agent named therein, as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.

THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER IS UNLAWFUL.

THE ATTACHED TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS.

Confirmation of your representation: In order to be eligible to view the attached Tender Offer Memorandum or make an investment decision with respect to the Tender Offer, you must be able to participate lawfully in the invitations by the Company to Holders of the Notes (as defined below) issued by it to tender their Notes for purchase by the Company for cash (the “Tender Offer”) on the terms and subject to the conditions set out in the Tender Offer Memorandum, including the offer and distribution restrictions set out therein (the “Offer and Distribution Restrictions”). The Tender Offer Memorandum has been made available to you at your request. By accessing the Tender Offer Memorandum, you shall be deemed to have represented to the Company, the Dealer Manager and the Information and Tender Agent that:

  1. you are a Holder or a beneficial owner of, and have full power and authority to tender, sell, assign and transfer, the U.S.$550,000,000 4.40% Senior Secured Notes due 2023 issued by the Company (the “Notes”);
  2. you are a person to whom it is lawful to send the attached Tender Offer Memorandum or to make an invitation pursuant to the Tender Offer under all applicable laws, including the Offer and Distribution Restrictions;
  3. you consent to delivery of the Tender Offer Memorandum to you by electronic transmission; and
  4. you shall not distribute or forward the Tender Offer Memorandum to third parties or otherwise make the Tender Offer Memorandum publicly available.

The attached Tender Offer Memorandum has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, the Dealer Manager, the Trustee, the Security Trustee, the Information and Tender Agent or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent. The electronic version of the Tender Offer Memorandum is also accessible, upon registration and subject to the Offer and Distribution Restrictions, on the Tender Offer Website at https://sites.dfkingltd.com/muthoot (the “Tender Offer Website”).

The Tender Offer Memorandum has been sent to you on the basis that you may not, nor are you authorized to, deliver the Tender Offer Memorandum to any other person or to reproduce the Tender Offer Memorandum in any manner whatsoever.

Any materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. In those jurisdictions where securities or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

If you have recently sold or otherwise transferred all of your holding(s) of the Notes, you should contact the Information and Tender Agent.

You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.