MetLife International Holdings

SUMMARY UNDER REGULATION 13(1A) OF THE COMPETITION COMMISSION OF INDIA (PROCEDURE IN REGARD TO THE TRANSACTION OF BUSINESS RELATING TO COMBINATIONS) REGULATIONS, 2011, AS AMENDED

(a) Name of the parties to the combination

MetLife International Holdings, LLC (“ MIHL/ the Acquirer” )

PNB MetLife India Insurance Limited (“ PMLI/ the Target Enterprise” )

(b) Nature and purpose of the combination

The proposed transaction is being notified to the Hon’ble Commission pursuant to sub-section (2) of section 6 of the Competition Act as an acquisition of shares by MIHL under Section 5(a) of the Competition Act.

The proposed transaction relates to the proposed acquisition by MIHL of: (a) 77,633,357 equity shares of the face value of INR 10 each in PMLI (i.e. 3.8568% of equity share capital of PMLI) from IGE (India) Private Limited (“ IGE ”), and (b) 213,402,479 equity shares of the face value of INR 10 each in PMLI (i.e. 10.6018% of equity share capital of PMLI) from Elpro International Limited (“ Elpro ”), aggregating to 14.4586% of the equity share capital of PMLI (“ Proposed Transaction ”). Consequently, there will be proportionate increase in the board nomination rights of MIHL in PMLI in accordance with the current Articles of Association of

PMLI but the same will not result in MIHL acquiring majority at the Board of Directors of PMLI. It may be noted that: (a) the Acquirer is an existing shareholder of the Target Enterprise holding 32.4145% of the equity share capital of the Target Enterprise; (b) pursuant to the Proposed Transaction, the shareholding of the Acquirer will be increased to 46.8731% of equity share capital of the Target Enterprise and the Proposed Transaction will not result into any change in control of PMLI. Accordingly, the Proposed Transaction falls under Regulation 4 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (“ Combination Regulations ”) read with item (1A) of the Schedule I to the Combination Regulations which enumerates combinations which are unlikely to cause appreciable adverse effect on competition in India and notice need not ordinarily be filed in respect of such combination. However, as a measure of abundant caution the Notice is being filed.