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EX-99.1 PROXY INFO STATEMENT TO HOLDERS OF ADSs Exhibit 99.1
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TIME SENSITIVE
MATERIALS
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DEPOSITARY'S NOTICE OF
SHAREHOLDERS' MEETING OF
REDIFF.COM INDIA LIMITED
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<S> <C>
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ADSs: American Depositary Shares, evidenced by American
Depositary Receipts ("ADRs").
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ADS CUSIP NO. 757479100.
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ADS RECORD DATE: November 30, 2000.
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MEETING SPECIFICS: Extraordinary General Meeting of Shareholders -
December 21, 2000 at 10:00 A.M. (local time) at the
Corporate Office, First Floor, Mahalaxmi Engg. Estate,
L.J. First Cross Road, Mahim (W), Mumbai, India 400
016.
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MEETING AGENDA: Please refer to the Company's Notice of Meeting
enclosed herewith.
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ADS VOTING INSTRUCTIONS On or before 10:00 A.M. (New York City time) on
DEADLINE: December 15, 2000.
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DEPOSITED SECURITIES: Equity shares, par value Rs. 5 per share, of Rediff.com
India Limited, a public company with limited liability
organized under the laws of the Republic of India (the
"Company").
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ADS RATIO: 1 equity share to 2 ADSs.
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DEPOSITARY: Citibank, N.A.
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CUSTODIAN OF Citibank, N.A. - Mumbai Branch
DEPOSITED SECURITIES:
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DEPOSIT AGREEMENT: Deposit Agreement, dated as of June 13, 2000, by and
among the Company, the Depositary, and all Holders and
Beneficial Owners of ADSs evidenced by ADRs issued
thereunder.
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To be counted, your Voting Instructions need to be received by the Depositary
prior to 10:00 A.M. (New York City time) on DECEMBER 15, 2000.
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The Company has announced that an Extraordinary General Meeting of
Shareholders (the "Meeting") will be held at the date, time and location
identified above. A COPY OF THE NOTICE OF MEETING FROM THE COMPANY WHICH
INCLUDES THE AGENDA FOR SUCH MEETING IS ENCLOSED.*
Holders of ADSs wishing to give voting instructions to the Depositary must
sign, complete and return the enclosed Voting Instructions prior to the ADS
Voting Instructions Deadline in the enclosed pre-addressed envelope.
PLEASE NOTE THAT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF SECTION
4.10 OF THE DEPOSIT AGREEMENT, 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 ADSs, EITHER ON A SHOW OF HANDS, IN WHICH CASE THE CUSTODIAN SHALL BE
INSTRUCTED TO VOTE IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM HOLDERS OF A
MAJORITY OF THE ADSs FOR WHICH INSTRUCTIONS HAVE BEEN GIVEN TO THE DEPOSITARY,
OR ON A POLL, IN WHICH CASE THE CUSTODIAN SHALL BE INSTRUCTED TO VOTE IN
ACCORDANCE WITH THE INSTRUCTIONS RECEIVED FROM THE HOLDERS GIVING INSTRUCTIONS.
PLEASE FURTHER NOTE THAT, FOR THE PURPOSE OF THIS SECTION 4.10, 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 ADSs, 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 USE THEIR REASONABLE BEST EFFORTS TO DEMAND A POLL
AT THE MEETING AT WHICH SUCH MATTERS ARE TO BE VOTED ON AND TO VOTE THE
DEPOSITED SECURITIES REPRESENTED BY SUCH HOLDER'S ADSs IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE HOLDERS OF THE ADSs.
THE DEPOSITARY HAS BEEN ADVISED THAT 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 (REPRESENTED
BY SUCH HOLDER(S)' ADSs) WITH AN AGGREGATE PAID-UP CAPITAL OF AT LEAST Rs.
50,000, THE CHAIRMAN OF THE COMPANY OR HIS DESIGNEE MAY 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 PROVIDES
THAT THE CHAIRMAN OF THE COMPANY SHALL CAST THE DECIDING VOTE, IN THE EVENT OF A
TIE.
Upon timely receipt of signed and completed Voting Instructions from a
holder of ADSs, the Depositary shall endeavor or insofar as practicable and
permitted under applicable law and the provisions of the Deposited Securities
to cause the Custodian to vote (or to cause to be voted by means of the
appointment of a proxy or otherwise) the Deposited Securities in respect of
which Voting Instructions have been received in accordance with the
instructions contained therein.
The information contained herein with respect to the Meeting has been
provided by the Company. Citibank, N.A. is forwarding this information to you
solely as depositary and in accordance with the terms of the Deposit Agreement
and disclaims any responsibility with respect to the accuracy or completeness
of such information. Citibank, N.A. does not, and should not be deemed to,
express any opinion with respect to the proposals to be considered at the
Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs,
the Company and the Depositary are set forth in their entirety in the Deposit
Agreement and are summarized in the ADRs. If you wish to receive a copy of the
Deposit Agreement, please contact the Depositary at the number sat forth below.
IF YOU HAVE ANY QUESTIONS ABOUT THE WAY IN WHICH VOTING INSTRUCTIONS MAY
BE DELIVERED TO THE DEPOSITARY, PLEASE CONTACT CITIBANK, N.A., - ADR
SHAREHOLDER SERVICES AT 1-877-CITI-ADR (1-877-248-4237).
Citibank, N.A., as Depositary
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*As set forth in Section 4.10 of the Deposit Agreement, Holders of record of
ADSs as of the close of business in the ADS Record Date will be entitled,
subject to applicable provisions of the laws of the Republic of India and the
Memorandum of Association and Articles of Association of the Company and the
provisions of or governing the Deposited Securities, to instruct the Depositary
as to the exercise of the voting rights pertaining to the Deposited Securities
represented by such Holders' ADSs.
