Board of Max India approves composite scheme of amalgamation

At meeting held on 24 December 2018

The Board of Directors Max India has considered and approved a composite scheme of amalgamation and arrangement amongst Max India, Max Healthcare, Radiant Life Care and wholly owned subsidiary of the Company to be incorporated for this purpose ('NewCo') and their respective shareholders and creditors ("Scheme").

Radiant Life has also entered into a share purchase agreement with Life Healthcare International Proprietary ("Life Healthcare") for the purchase of 49.7 % of the share capital of Max Healthcare from Life Healthcare.

The said Scheme involves:

I. Demerger of the activity of making, holding and nurturing investments in allied health and associated activities, inter alia comprising its underlying investment in Max Bupa Health and Antara Senior Living, along with corporate management services (collectively known as "Demerged Undertaking") from the Company into NewCo. The shareholders of the Company as on record date (to be specified by the board of directors subsequently) shall be issued shares of the NewCo in accordance with the pre-determined share entitlement ratio. The shares of NewCo shall be listed on the stock exchanges post effectiveness of the Scheme;

II. Demerger of healthcare business of Radiant Life ("Radiant Demerged Undertaking") into Max Healthcare, pursuant to which shareholders of Radiant Life as on record date (to be specified by the board of directors subsequently) shall be issued shares in Max Healthcare in accordance with pre-determined share entitlement ratio; and

III. Amalgamation of residual Max India (post demerger of the Demerged Undertaking), which comprises of healthcare activities (including comprising its underlying investment in Max Healthcare) with Max Healthcare. The shareholders of the Company as on record date (to be specified by the board of directors subsequently) shall be issued shares in Max Healthcare, in accordance with pre-determined share entitlement ratio. The shares of Max Healthcare shall be listed on stock exchanges post effectiveness of the Scheme.

The Scheme is subject to the receipt of requisite approvals from the statutory authorities including Security and Exchange Board India (SEBI), Stock Exchanges (NSE and BSE), Competition Commission of India (CCI), Reserve Bank of India (RBI), the Insurance Regulatory and Development Authority of India (IRDAI), the National Company Law Tribunal (NCLT), and respective shareholders and creditors of parties to the Scheme.

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