Board of Just Dial approves buyback of shares

At meeting held on 24 July 2017

Just Dial announced that a meeting of the Board of Directors of the Company was held on 24 July 2017. The meeting inter alia transacted the following businesses:

1. Appointed Abhishek Bansal as Chief Financial Officer of the Company.

2. Considered and approved the allotment of 12,979 Equity Shares of face value of Rs. 10/- each to certain employees of the Company pursuant to exercise by such employees of vested options granted to them under the Employee Stock Option Scheme, 2013 and Employee Stock Option Scheme, 2014.

3. Decided to convene 23rd Annual General meeting of the Shareholders of the Company on 29 September 2017 and approved the draft Notice of Annual General Meeting.

4. Considered and approved the proposal to Buyback of the Company's fully paid-up equity shares of face value of Rs. 10 each (hereinafter referred as the Equity Shares) from its shareholders/beneficial owners other than those who are promoters, members of the promoter group and persons in control, from the open market through stock exchanges mechanism in accordance with the provisions of the Securities Board of India (Buy Back of Securities) Regulations, 1998 (the SEBI Buy Back Regulations) for a total amount not exceeding Rs. 83.91 crore (the Maximum Buyback Size), and at a price not exceeding Rs. 700/- per Equity Share (the Maximum Buyback Price). The Maximum Buyback Size represents 9.998% of the aggregate of the Company's Equity Share capital and free reserves based on the standalone audited financial statements of the Company as at 31 March 2017, which is in compliance with the maximum permissible limit of 10% of the paid-up Equity Share capital and free reserves in accordance with Section 68(2) of the Companies Act, 2013.

5. Reconsidered its earlier resolutions passed at the Meeting of the Board of Directors held on 11 July 2017 to institute new Just Dial Limited Employee Stock Option Scheme 2017 and variation in terms and Conditions of Just Dial Limited Employee Stock Option Scheme 2016 and decided to rescind the said resolutions.

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