• Board: The Indian shareholder(s) must, at all times, have the right to nominate a majority of the directors on the Board, excluding independent directors. If the Chairman of the Board has a casting vote, he or she should be nominated by the Indian shareholder(s). While the Guidelines state that the presence of the majority of the Indian shareholder(s)' nominees on the Board constitutes a valid quorum for a meeting of the Board, they also clarify that a foreign investor's right to require its nominee director's presence for constituting the valid quorum for a Board meeting will not constitute control by the foreign investor. • Key Management Personnel: The Chief Executive Officer or Managing Director cannot be a nominee of the foreign investor and can only be appointed by the by the Indian shareholder(s) or the Board (now controlled by the Indian shareholder(s)). While other key management personnel may be nominated by the foreign investor, such appointment will still be subject to the approval of the Board. • Reporting Requirements: Indian insurance companies with foreign investment are required to amend any existing shareholder agreements to ensure conformity with these Guidelines. Additionally, the Chief Executive Officer or the Chief Compliance Officer of such insurance company is required to file with the IRDA a signed undertaking and a copy of the resolution of the Board of the company confirming that these Guidelines have been complied with by the Company. Given the requirements of the Guidelines, shareholder and other rights of foreign investors in Indian insurance companies will need to be structured appropriately to ensure that the IRDA does not consider such rights as providing control to the foreign investor. Gibson, Dunn & Crutcher lawyers are available to assist in addressing any questions you may have regarding these issues.

For further details, please contact the Gibson Dunn lawyer with whom you usually work or the following lawyers in the firm's Singapore office: Jai S. Pathak (+65 6507 3683, jpathak@gibsondunn.com) Priya Mehra (+65 6507 3671, pmehra@gibsondunn.com) Bharat Bahadur (+65 6507 3634, bbahadur@gibsondunn.com) Karthik Ashwin Thiagarajan (+65 6507 3636, kthiagarajan@gibsondunn.com) Sidhant Kumar (+65 6507 3661, skumar@gibsondunn.com) © 2015 Gibson, Dunn & Crutcher LLP Attorney Advertising: The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice. 2 .