ADITYA BIRLA HEAL TH INSURANCE CO. LIMITED CIN: U66000MH2015PLC263677

NOTICE

NOTICE is hereby given that the First Annual General Meeting of the Members of Aditya Birla Health Insurance Co. Limited will be held on Saturday, July 23, 2016 at 10.00 a.m. at Board Room, 18th Floor, One India Bulls Centre, Tower 1, Jupiter Mill Compound, 841, S.B. Marg, Elphinstone Road, Mumbai 400013 to transact, with or without modification(s}, as may be permissible, the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet for the period ended March 31, 2016,the Profit & Loss Account as on that date together with Reports of Directors and Auditors thereon.

2. To appoint M/s PYS & Co. (earlier known as Messrs. SPC & Co.), Chartered Accountants as theStatutory Auditors of the Company and to pass, with or without modification(s), the followingresolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014 as amended from time to time, M/s. PYS & Co. (earlier known as Messrs. SPC & Co), Chartered Accountants (Firm Reg. No: 0123885), be and is hereby appointed as Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of Sixth (6th) Annual General Meeting of the Company, subject to ratification as to the said appointment at every Annual General Meeting, on such remuneration including out of pocket expenses and other expenses as may be mutually agreed by and between the Board of Directors and the Auditor."

SPECIAL BUSINESS

3. Appointment of Ms. Sukanya Kripalu (DIN 6994202) as an Independent Director of the Company.

To consider, and if thought fit, to pass, with or without modification (s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Rules made there under read with Schedule IV to the Act, (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Sukanya Kripalu (DIN 6994202), who was appointed as an Additional (Independent) Director of the Company by the Board of Directors at its meeting held on February 25, 2016 and whose term of office expires at this Annual General Meeting ('AGM') and in respect of whom the Company has received a Notice in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director and who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years commencing from July 23, 2016 up to July 22, 2021 not liable to retire by rotation."

ADITYA BIRLA HEAL TH INSURANCE CO. LIMITED CIN: U66000MH2015PLC263677

4. Appointment of Mr. Sethurathnam Ravi (DIN 0009790) as an Independent Director of theCompany.To consider, and if thought fit, to pass, with or without modification (s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 ("Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Sethurathnam Ravi (DIN 0009790), who was appointed as an Additional (Independent) Director of the Company by the Board of Directors with effect from February 25, 2016 and whose term of office expires at this Annual General Meeting ("AGM") and in respect of whom the Company has received a Notice in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years effective from July 23, 2016 upto July 22, 2021 not liable to retire by rotation."

5. Appointment of Mr. P Vijaya Bhaskar (DIN 6629884) as an Independent Director of theCompany.

To consider, and if thought fit, to pass, with or without modification (s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 ("Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. P Vijaya Bhaskar (DIN 6629884), who was appointed as an Additional (Independent) Director of the Company by the Board of Directors with effect from May 10, 2016 and whose term of office expires at this Annual General Meeting ("AGM") and in respect of whom the Company has received a Notice in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years effective from July 23, 2016 upto July 22, 2021 not liable to retire by rotation."

Date: 10th May 2016 Place: Mumbai

By ord of the Board for Aditya Birla Heal

�ns r ".:�Co.Ltd.

R� h" aJIV S I

Company Secretary

Registered Office: Romell Tech Park, 10th Floor, Nirlon Complex, Next to Hub Mall, Off. Western Express Highway, Goregaon East, Mumbai - 400 063,

Tel: +91 22 62257600