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C h a l l e n g e U s

C h a l l e n g e U s. VODAFONE – THE FACTS AND HIGH COURT RULING. Share Purchase Agreement (“SPA”) for shares of CGP. Decision of the Bombay High Court (“HC”) Essence of the transaction was a change in the ‘controlling interest’ of HEL, which constituted a source of income in India

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C h a l l e n g e U s

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  1. C h a l l e n g e U s Visual Identity Guidelines for PPT Presentation

  2. VODAFONE – THE FACTS AND HIGH COURT RULING Share Purchase Agreement (“SPA”) for shares of CGP Decision of the Bombay High Court (“HC”) • Essence of the transaction was a change in the ‘controlling interest’ of HEL, which constituted a source of income in India • Transaction had significant nexus with India; hence withholding tax provisions applicable • Several other rights transferred besides the CGP share - the consideration should be allocated over such rights also Hutch Telecommunication International Ltd (“HTIL”) Vodafone Netherlands 100% CGP Investments Limited (“CGP”) Direct and indirect shareholding in HEL - 52% Cayman Islands 12 intermediate holding companies Direct and indirect shareholding of 52% + Options over the indirect shareholding of 15% of Other Indian entities in HEL = ‘Economic interest’ of 67 percent (approx) in HEL transferred to Vodafone Mauritius / India India Other Indian entities Indirect shareholding in HEL – 15% Hutchison Essar Limited (“HEL”) | 2

  3. VODAFONE – THE FACTS (CONT) • The consideration of USD 11.08 billion paid by Vodafone was for the following – • 52 percent direct and indirect equity shareholding in HEL • Control premium • Use of rights of the Hutch brand in India • A non-compete agreement with the Hutch group • Value of non-voting, non-convertible preference shares • Value of loan obligations • Entitlements to further acquire 15 percent indirect interest in HEL • Question before the Supreme Court of India (“SC”) – Whether capital gains arise from the sale by a non-resident of the share capital of CGP, a foreign entity, which held • underlying Indian assets? | 3

  4. HOLDING STRUCTURES | 4

  5. SCOPE OF SECTION 9 AND DETERMINATION OF SITUS OF SHARES | 5

  6. SCOPE OF SECTION 9 AND DETERMINATION OF SITUS OF SHARES (CONT) | 6

  7. ROLE OF CGP IN THE TRANSACTION | 7

  8. CONTROLLING INTEREST AND OTHER RIGHTS AND ENTITLEMENTS | 8

  9. CONTROLLING INTEREST AND OTHER RIGHTS AND ENTITLEMENTS (CONT) | 9

  10. AZADI BACHAO ANDOLAN REGARDING TAX AVOIDANCE | 10

  11. VALIDITY OF MAURITIUS TAX RESIDENCY CERTIFICATE | 11

  12. WITHHOLDING TAX | 12

  13. WITHHOLDING TAX (CONT) | 13

  14. NEED FOR LEGISLATION AND CERTAINTY | 14

  15. BMR ANALYSIS | 15

  16. C h a l l e n g e U s Visual Identity Guidelines for PPT Presentation

  17. OTHER CONSIDERATIONS | 17

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