GAMMON INDIA LIMITED

(b) Have complied and will comply with all applicable provisions of FSMA with respect to anything done by it
in relation to the Equity Shares in, from or otherwise involving the United Kingdom; and
(c) In the United Kingdom, will only communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of section 21 of the FSMA) to persons that are
“qualified investors” and who are (a) “investment professionals” falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”) or (b) high net
worth entities and/or other persons to whom it may lawfully be communicated falling within Article
49(2)(a) to (d) of the Order in circumstances in which section 21(1) of the FSMA does not apply to the
Company.
United States of America
The Equity Shares are being offered and sold outside of the United States in reliance on Regulation S. The Equity
Shares have not been and will not be registered under Securities Act and may not be offered or sold within the
United States except in certain transactions exempt from the registration requirements of the Securities Act. Terms
used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
Each purchaser of the Equity Shares will be deemed to have made the acknowledgements, representations and
agreements described in “Transfer Restrictions”.
119