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EX-99.1 PROXY INFO STATEMENT TO HOLDERS OF ADSs
Exhibit 99.1
September 6, 2000
DEPOSITARY RECEIPTS
Depositary's notice of Annual General Meeting of Shareholders of REDIFF.COM
INDIA LIMITED.
ISSUE:
Rediff.com India Limited / Cusip 757479100
COUNTRY:
India
MEETING DETAILS:
Annual General Meeting of the Shareholders Friday, September 29th, 2000 at 11
A.M. at Mahalaxmi Engg. Estate, L.J. First Cross Road, Mahim (W), Mumbai 400
016.
MEETING AGENDA:
The Company's Notice of Meeting, including the Agenda, is attached.
VOTING DEADLINE:
On or before September 21, 2000 at 10:00 A.M. (New York City time)
ADS RECORD DATE:
September 6, 2000
ORDINARY ADR RATIO:
One Ordinary Equity Share is equal to two American Depositary Shares.
In accordance with Section 4.10 of the Deposit Agreement between Rediff.com
India Limited (the "Company") and Citibank N.A. (the "Depositary"), Holders of
Rediff.com India Limited American Depositary Shares (ADSs) are hereby notified
of the Company's Annual General Meeting. A copy of the Notice of the Meeting
from the Company, which includes the agenda for such meeting, is enclosed.
Holders of the Company's ADSs will be entitled, subject to any applicable
provisions of Indian Law of the Deposited Securities, or of the Memorandum and
Articles of the association of the Company, to instruct the Depositary, as to
the exercise of the voting rights, if any, pertaining to the amount of shares or
other Deposited Securities represented by their respective American Depositary
Shares. Upon receipt of the enclosed Voting Instruction Form, duly signed by the
above-stated deadline, the Depositary shall notify such voting instruction to
the Chairman of the Company, or such other director the Chairman may designate
and appoint the representative of the Depositary and the
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Registered Holders to attend such meeting and vote the Deposited Securities in
the direction so instructed by such Registered Holders.
Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of
voting instructions in the manner specified by the Depositary, the Depositary
shall endeavor, insofar as practicable and permitted under applicable law, the
provisions of this Deposit Agreement, the Articles of Association and Memorandum
of Association of the Company and the provisions of the Deposited Securities, to
vote or cause the Custodian to vote the Shares and/or other Deposited Securities
(in person or by proxy) represented by such Holder's American Depositary Shares,
either (x) in the event of voting on a show of hands, in which case the
Depositary shall vote, or shall instruct the Custodian to vote, all Shares
and/or other Deposited Securities held under the terms hereof in accordance with
instructions received from Holders of a majority of the American Depositary
Shares for which voting instructions have been timely given to the Depositary,
or (y) in the event of voting on a poll, in which case the Depositary shall
vote, or shall instruct the Custodian to vote, the Shares and/or other Deposited
Securities in accordance with the voting instructions timely received from the
Holders giving instructions.
For the purpose of Section 4.10 of the Deposit Agreement between the Company and
the Depositary, in the event that the Depositary receives an express instruction
from a Holder as of the ADS Record Date to demand a poll with respect to any
matter to be voted on by Holders of the American Depositary Shares, the
Depositary shall notify the Chairman of the Company or a person designated by
the Chairman of such instruction and request the Chairman or such designee to
demand a poll with respect to such matters. The Company agrees that the Chairman
or such designee will use their reasonable best efforts to demand a poll at the
meeting at which such matters are to be voted on and to vote such Shares in
accordance with the instructions of the Holders of the American Depositary
Shares.
Under Indian law, as in effect as of the date hereof, voting of Shares is by
show of hands (in which case each shareholder has one (1) vote regardless of the
number of Shares owned) unless a poll is validly demanded, and that a proxy
holder may not vote except in a poll vote. In addition, the Company's Articles
of Association and Memorandum of Association, as in effect as of the date
hereof, provide that a poll may be demanded at any general meeting by a holder
or holders holding (a) at least 10% of the total Shares entitled to vote on a
resolution or (b) Shares with an aggregate paid up capital of at least Rs.
50,000. As a result, unless specifically instructed by a Holder or Holders
holding (a) at least 10% of the total Shares (represented by such Holder(s)'
American Depositary Shares) entitled vote on a resolution or (b) Shares
(represented by such Holder(s)' American Depositary Shares) with an aggregate
paid-up capital of at least Rs. 50,000, the Chairman of the Company or his
designee may not be able to demand a poll at the instruction of Holders. The
Company's Articles of Association and Memorandum of Association (as in effect on
the date hereof) further provide that the Chairman of the Company shall cast the
deciding vote, in the event of a tie.
Neither the Depositary nor the Custodian shall, under any circumstances exercise
any discretion as to voting and neither the Depositary nor the Custodian shall
vote, attempt to
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exercise the right to vote, or in any way make use of for purposes of
establishing a quorum or otherwise, Deposited Securities represented by ADSs
except (a) pursuant to and in accordance with the voting instructions timely
received from Holders or (b) as otherwise contemplated herein in the event of
voting by show of hands. If the Depositary timely receives from a Holder voting
instructions which fail to specify the manner in which the Depositary is to vote
the Deposited Securities represented by such Holder's ADSs, the Depositary will
deem such Holder (unless otherwise specified in the notice distributed to
Holders) to have instructed the Depositary to vote in favor of the items set
forth in such voting instructions. Deposited Securities represented by ADSs for
which no specific voting instructions are received by the Depositary from the
Holder shall not be voted.
