IMPORTANT NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED AND/OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

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

 

THE TENDER OFFER MEMORANDUMS MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE  TENDER OFFER MEMORANDUMS. THE TENDER OFFER MEMORANDUMS AND ANY RELATED DOCUMENTS 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 MEMORANDUMS, IN WHOLE OR IN PART, IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.

 

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to each of the Tender Offer Memorandums (as each may be supplemented or amended from time to time, the “Tender Offer Memorandums”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Tender Offer Memorandums. By accessing, reading or making any other use of the  Tender Offer Memorandums, 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 Azure Power Solar Energy Private Limited (the “Company”), Azure Power Global Limited (the “Parent”), The Hongkong and Shanghai Banking Corporation Limited (“HSBC” and the “Dealer Manager”), Morrow Sodali Limited in its capacity as information and tender agent in respect of the Notes (the “Information and Tender Agent”) and/or HSBC Bank U.S.A., National Association (the “Trustee” and the “Collateral Agent”) 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 Memorandums.

 

Confirmation of your representation: You have been sent the Tender Offer Memorandums at your request and, by accepting the electronic communication of the  Tender Offer Memorandums and accessing the  Tender Offer Memorandums, you shall be deemed to have represented to the Company, the Parent, the Dealer Manager, the Information and Tender Agent, the Trustee and the Collateral Agent that:

 

1. you are a Noteholder (as defined in each of the Tender Offer Memorandums) or a beneficial owner of any of the Company’s
   1. outstanding U.S.$350,101,000 5.65% Senior Notes due 2024 (ISIN: US05502TAA60, CUSIP: 05502TAA6, Common Code: 199526375 (Rule 144A); ISIN: USV04008AA29, CUSIP: V04008AA2, Common Code: 199527568 (Regulation S)) (the “2024 Notes”);
   2. U.S.$414,000,000 3.575% Senior Notes due 2026 (ISIN: US05502VAA17, CUSIP: 05502VAA1, Common Code: 237768736 (Rule 144A); ISIN: USV0002UAA52, CUSIP: V0002UAA5, Common Code: 237768752 (Regulation S)) (the “2026 Notes,” and together with the 2024 Notes, the “Notes”)

 

2. you are not a Sanctions Restricted Person (as defined in each of the  Tender Offer Memorandums) and you are not a person to whom it is unlawful to send the  Tender Offer Memorandums or to make an invitation under the Tender Offer (as defined in each of the  Tender Offer Memorandums) in accordance with applicable laws and regulations, including the offer and distribution restrictions set out in each of the  Tender Offer Memorandums; and

 

3. you consent to delivery of the Tender Offer Memorandums by electronic transmission.

 

The Tender Offer Memorandums have been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Parent, the Dealer Manager, the Information and Tender Agent, the Trustee or the Collateral Agent or any person who controls, or is a 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 Memorandums distributed to you in electronic format available on the Tender Offer Website: https://projects.morrowsodali.com/azurepower.

 

You are also reminded that the Tender Offer Memorandums have been sent to you on the basis that you are a person into whose possession the Tender Offer Memorandums may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and/or resident and you may not, nor are you authorized to, deliver, transmit, forward or otherwise distribute the  Tender Offer Memorandums, directly or indirectly, to any other person. If you have recently sold or otherwise transferred your entire holding(s) of Notes, you should notify the Information and Tender Agent immediately.

 

The communication in this electronic transmission is made only to, or directed only at, persons falling within Article 43 of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and any other persons to whom this communication can otherwise lawfully be made (together being referred to as “relevant persons”) and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this communication is available only to relevant persons and will be engaged in only with relevant persons.

 

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.

 

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.

 

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

 

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 transmission is free from viruses and other items of a destructive nature.

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