Yatra Capital : AGM Minutes 17 Sept 2018

YATRA CAPITAL LIMITED (In Liquidation) (the "Company")

MINUTES OF THE THIRD ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY

HELD AT MONDAY, 17 SEPTEMBER 2018 AT 10:00AM.

Present:

Richard Boleat

Chairman - representing:

Aviva Life and Pensions UK Limited 00001 Aviva Life and Pensions UK Limited 00002 LIM Asia Multi-Strategy Fund Inc

Citibank Warsaw

In Attendance:

Russell Soudain

• 1. QUORUM - ORDINARY BUSINESS

• 1.1 The Chairman, Mr Boleat opened the meeting noting that there were no shareholders physically present but that there were 4 shareholdings present by proxy.

• 1.2 The Chairman noted that the quorum of two members present in person or by proxy holding 5% or more of the shares in issue in relation to the Ordinary Business for the meeting was satisfied and declared the meeting open.

• 1.3 The Chairman noted that he had demanded a poll pursuant to the Articles of Association of the Company (the "Articles") and this had not been withdrawn. As such a poll would be taken in respect of each resolution to be put to the meeting. The Chairman reminded the meeting that on a poll, every member present in person or by proxy or by a duly authorised representative (if a corporation) shall have one vote for each share held by him, subject to any special voting powers or restrictions as set out in the Articles.

• 2. NOTICE OF MEETING

• 2.1 The Chairman referred to the Notice of the meeting (the "Notice") and noted that due notice of the meeting had been given.

  ORDINARY RESOLUTIONS

  The Chairman noted that in order to pass the ordinary resolutions to be put to the meeting a simple majority of the total voting rights of members voting in person or by proxy or by a duly authorised representative (if a corporation) was required. In the case of an equality of votes, the Chairman shall have a second or casting vote pursuant to the Articles.

• 3. Resolution 1

• 3.1 THAT the report of the Board of Directors and the audited financial statements of the Company for the financial year ended 31st March 2018 be and is approved (the "Accounts") ("Resolution 1"). Resolution 1 was put to the meeting and the Chairman declared the resolution carried unanimously.

• 4. Resolution 2

  THAT the re-election of Ramesh Bawa as Director of the Company be and is approved. Resolution 2 was put to the meeting and the Chairman declared the resolution carried unanimously.

• 5. Resolution 3

  THAT the re-election of Richard Boleat as Director of the Company be and is approved Resolution 3 was put to the meeting and the Chairman declared the resolution carried unanimously.

• 6. Resolution 4

  THAT the re-election of David Hunter as Director of the Company be and is approved. Resolution 4 was put to the meeting and the Chairman declared the resolution carried unanimously.

• 7. Resolution 5

  THAT the re-election of George Baird as Director of the Company be and is approved. Resolution 5 was put to the meeting and the Chairman declared the resolution carried unanimously.

• 8. Resolution 6

  THAT the re-appointment of KPMG Channel Islands Limited as auditors to the Company to hold office until the conclusion of the next annual general meeting of the Company be and is approved and that the Directors of the Company be authorised to fix the remuneration of such auditors. Resolution 6 was put to the meeting and the Chairman declared the resolution carried unanimously.

• 9. Resolution 7

  THAT the amendment of the revised investment management agreement between K2 Property Limited and IL&FS Investment Advisers LLC to reflect a new longstop date of 30 June 2019 be and is hereby approved. Resolution 7 was put to the meeting and the Chairman declared the resolution carried unanimously

Special Resolution

10.

Resolution 8

THAT the Company be wound up summarily in accordance with Chapter 2 of Part 21 of the Companies (Jersey) Law 1991 (as amended). Resolution 8 was put to the meeting and the Chairman declared the resolution carried unanimously

There being no further business, the meeting was declared closed.

……………………………………………… .

Richard Boleat, Chairman

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