DISCLOSURE OF INFORMATION POLICY

DISCLOSURE OF INFORMATION POLICY

1. Preamble

1.1. This DI Policy is adopted by the IM Board (in respect of, and on behalf of Oriental InfraTrust (“Trust”)) and sets out the process and procedure for determining materiality of information in relation to periodic disclosures to be madeto the Stock Exchange(s) and Unitholders, in relation to the Trust and to ensure compliance with the disclosure requirements as required under the InvIT Documents and Applicable Law, including the SEBI InvIT Regulations.

1.2. This DIPolicy shall be effective on and from the InvIT Closing Date.

2. Definitions

2.1. “Admissible Complaint” shall mean a complaint for which the Independent Expert Panel as notified by a MBFS Unitholderto the Trust,has decided that it fulfills the Admissibility Criteria.

2.2. “Admissibility Criteria” shall mean that (i) the Receipt Items should be made available to any MBFS Unitholder; (ii) external party must be affected or likely to be affected by an activity or asset financed by any MBFS Unitholder; (iii) if an external party is representing others, it must identify such others and explicit evidence of the representative authority must be provided; (iv) there must be an indication of a relationship between the Trust’s activity or assets of the Trust financed by any MBFS Unitholder and the subject of the Complaint; (v) the Complaint must contain allegations of (potentially) substantial (in)direct and adverse impacts or risks; and (vi) if applicable, other actions and consultations with relevant responsible parties to address or solve the Complaint have already been taken place. This applicability will be determined by the Independent Expert Panel.

2.3. “Applicable Law” shall have the meaning ascribed to such term in the Trust Deed.

2.4. “Board Committees” shall have the meaning ascribed to such term in the Trust Deed.

2.5. “CAO” shall have the meaning ascribed to such term in the EHSS Policy.

2.6. “Committee” shall have the meaning ascribed to such term in the Trust Deed.

2.7. “Compliance Review” shall mean the process to determine whether the MBFS Unitholder has complied with the policies as applicable to such MBFS Unitholder and as notified by the MBFSUnitholder to the Trust, that may be relevant for an Admissible Complaint.

2.8. “Complaint”shall mean a written communication of an external party addressed to a MBFS Unitholder which claims that it has been or will be affected by an activity and or assets financed by theMBFS Unitholder.

2.9. “DI Policy” shall mean this disclosure of information policy adopted by the Investment Manager on behalf of the Trust, as amended from time to time.

2.10. “Effective Date” shall have the meaning ascribed to such term in the Trust Deed.

2.11. “EHSS Policy” shall mean the environment, health, safety and social policy adopted by the respective entity,as amended from time to time.

2.12. “Financial Year” shall have the meaning ascribed to such term in the Trust Deed.

2.13. “Governmental Agency” shall have the meaning ascribed to such term in the Trust Deed.

2.14. “IFRS” shall have the meaning ascribed to such term in Paragraph 6.3.

2.15. “IM Board” shall have the meaning ascribed to such term in the Trust Deed.

2.16. “IndAS” shall have the meaning ascribed to such term in Paragraph 6.4.6.

2.17. “Independent Complaints Mechanism”shall mean the independent grievance mechanism and the corresponding principles, rules and procedures as applicable to a MBFS Unitholder and as notified bya MBFS Unitholder to the Trust.

2.18. “Independent Expert Panel” shall mean a group of persons being fully independent of the MBFS Unitholder assessing and handling complaints with environmental, social, legal and financial expertise.

2.19. “Independent Expert Panel´s Role” shall mean the role to respond to complaints lodged under the Independent Complaints Mechanism by persons who have been or are likely to be affected by the impact of the MBFS Unitholder financings; the response may include either a dispute resolution process or a Compliance Review or both.

2.20. “Initial Offer” shall have the meaning ascribed to such term in the Trust Deed.

2.21. “Intermediary” shall mean and include agents, representatives, vendors, contractors, sub-contractors, consultants, and any other persons engaged by any Project Entity, or who are engaged to act for the Project Entity in its business dealings with any government or official, or in obtaining governmental approvals.

2.22. “Investment Manager” shall have the meaning ascribed to such term in the Trust Deed.

2.23. “Investor Director” shall have the meaning ascribed to such term in the Trust Deed.

2.24. “InvIT Closing Date” shall have the meaning ascribed to such term in the Trust Deed.

2.25. “InvIT Documents” shall have the meaning ascribed to such term in the Trust Deed.

2.26. “KMT” shall have the meaning ascribed to such term in the Trust Deed.

2.27. “Major Maintenance Agreement” shall have the meaning ascribed to such term in the Trust Deed.

2.28. “Major Maintenance Fee” shall have the meaning ascribed to such term in the Trust Deed.

2.29. “Management Fees” shall have the meaning ascribed to such term in the Trust Deed.

2.30. “Mandatory Policies” shall have the meaning ascribed to such term in the Trust Deed.

2.31. “Material Information” shall have the meaning ascribed to such term in Paragraph 4.1.

2.32. “MBFS Unitholders” shall mean multilateral or bilateral development financial institutions or foreign government agencies or sovereign or sovereign related investors, if such entities, directly or indirectly, subscribe to and hold Units of the Trustissued pursuant to: (i) the Initial Offer; or (ii) any subsequent primary issuance of Units as per Applicable Law, provided that, at the time of such subsequent primary issuance, the relevant entity continues to hold Unit(s) of the Trust issued to such entity pursuant to the Initial Offer.

2.33. “MM Manager” shall have the meaning ascribed to such term in the Trust Deed.

2.34. “NHAI” shall have the meaning ascribed to such term in the Trust Deed.

2.35. “Operating Committees” shall have the meaning ascribed to such term in the Trust Deed.

2.36. “Original Trust Deed” shall have the meaning ascribed to such term in the Trust Deed.

2.37. “PM Expense Budget” shall have the meaning ascribed to such term in the Trust Deed.

2.38. “Policies” shall have the meaning ascribed to such term in the Trust Deed.

2.39. “Prohibited Practices Policy” shall mean the prohibited practices policy adopted by the respective entity, as amended from time to time.

2.40. “Project Entity” shall have the meaning ascribed to such term in the Trust Deed.

2.41. “Project Management Agreement” shall have the meaning ascribed to such term in the Trust Deed.

2.42. “Project Management Payment” shall have the meaning ascribed to such term in the Trust Deed.

2.43. “Project Manager” shall have the meaning ascribed to such term in the Trust Deed.

2.44. “Related Party Transaction” shall have the meaning ascribed to such term in the Trust Deed.

2.45. “Receipt Items” shall mean the information characteristics of a Complaint which have to be met, before a Complaint can be processed to include, (i) description of the Complaint and the harm suffered or likely to be suffered, (ii) where appropriate an indication which policy/policies of a MBFS Unitholder has/have allegedly been breached, (iii) a clear description of the financed activity or asset by the MBFS Unitholder and the location to which the Complaint is related; (iv) name and full address, telephone number and if possible e-mail address; (v) name of contact person of the MBFS Unitholder with whom the external party that is filing the Complaint had contact with (if applicable), (vi) a copy of information related to or relevant for the Complaint, including an overview of actions (e.g. legal, contacts with the Trust that have already been taken to solve the issue).

2.46. “SEBI” shall have the meaning ascribed to such term in the Trust Deed.

2.47. “SEBI InvIT Regulations” shall have the meaning ascribed to such term in the Trust Deed.

2.48. “Special Majority” shall have the meaning ascribed to such term in the Trust Deed.

2.49. “Stock Exchange” shall have the meaning ascribed to such term in the Trust Deed.

2.50. “Trust” shall have the meaning ascribed to such term in the Trust Deed.

2.51. “Trust Asset” shall have the meaning ascribed to such term in the Trust Deed.

2.52. “Trust Deed” shall mean the trust deed dated February 25, 2019 executed by the Sponsors and the Trustee in accordance with Applicable Law through which the Original Trust Deed, stands amended, restated and superseded with effect from the Effective Date, and any other document which amends, supplements, replaces or otherwise modifies the Trust Deed in accordance with the InvIT Documents and Applicable Law, together with all annexures, schedules and exhibits, if any.

2.53. “Unit” shall have the meaning ascribed to such term in the Trust Deed.

2.54. “Unitholder” shall have the meaning ascribed to such term in the Trust Deed.

2.55. “UPSI Policy”shall mean the unpublishedprice sensitive information and dealing in securities policy adopted by the Investment Manager on behalf of the Trust, as amended from time to time.

2.56. “USD” shall mean the United States Dollar.

2.57. “Valuer” shall have the meaning ascribed to such term in the Trust Deed.

3. Interpretation

3.1. Capitalized terms used, but not defined herein, shall have the meaning ascribed to such term under the Trust Deed and other InvIT Documents, as the case may be.

3.2. In case of any inconsistency between the terms of the Trust Deed and this DIPolicy, the terms of the Trust Deed shall prevail.

4. Material Event or Information

4.1. The Investment Manager shall disclose to the Stock Exchange(s) and provide on its website,any informationas required, and to the extent required, to be disclosed by the Investment Manager under the SEBI InvIT Regulations and Applicable Law, which may include (i) any information having a bearing on the operation and performance of the Trust;(ii) any material issue that, in the opinion of IM Board or any of the Committees or the Trustee, isrequired to be disclosed to the Unitholders,or(iii) required to be disclosed to the Unitholders in terms of or under the Mandatory Policies, the Trust Deed and this DI Policy (“Material Information”).

4.2. The IM Board or Committees shall consider the criteria set out in Paragraph 5 for the determination of materiality of the events or information for the purpose of disclosure of information as indicated under Paragraph 4.1.

5. Materiality of information

5.1. Until such time that a specific regulation specifying the criteria for determination of materiality of events or information applicable to an InvIT is not issued under Applicable Law, theIM Board (in respect of, and on behalf of, the Trust) shall consider following criteria for determination of materiality of events or informationin relation to the Trust for the purpose of disclosure of such events or information as provided under Paragraph 4.1:

5.1.1. the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or

5.1.2. the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date.

5.1.3. notwithstanding anything contained in Paragraphs 5.1.1 and 5.1.2 above, any transaction may be treated as material if the value of such a transaction exceeds 10% (ten per cent.) of the value of the Trust Assets on a consolidated basis.

6. Disclosure ofInformation

6.1. The Investment Manager shall ensure uniform and universal dissemination of informationto avoid selective disclosures.

6.2. The Investment Manager shall adequately respond to any queries that may be raised by SEBI, the Stock Exchange(s) or any other Governmental Agency.

6.3. All costs or expenses incurred by the Investment Manager in relation to the Policies, including but not limited to: (a) costs in relation to any consultants, advisors and specialists appointed in accordance with the EHSS Policy and other Mandatory Policies; (b) costs incurred in relation to preparation and provision of information in accordance with the International Financial Reporting Standards (“IFRS”) as required under this DI Policy;and (c) costs incurred for the MBFS Unitholders in relation the Independent Complaints Mechanism and the Independent Expert Panel’s Role, will be to the account of the Trustand will benot be deducted from the Management Fees of the Investment Manager, Project Management Payment and the PM Expense Budget under the Project Management Agreement and the Major Maintenance Fee under the Major Maintenance Agreement.For the avoidance of any doubt, it is hereby clarified that, costs incurred by the Investment Manager which are not related to the activities of the Trust, including, corporate compliance costs, rental costs and facility related expenses of the Investment Manager; and appointment of the members of the KMT and other employees of the Investment Manager, except costs in relation to any consultants, advisors and specialists appointed pursuant to the EHSS Policy and other Mandatory Policies; shall be borne by the Investment Manager.

6.4. Disclosure of Information to the IM Board

The following information is to be provided to the IM Board, in addition to any information required to be provided under Applicable Law:

6.4.1. as soon as available but in no event, later than 45 (forty five) days after the end of each quarter, quarterlylimited review and abstract of balance sheet, profit and loss statement and cash flow statements for the Trust, on a consolidated basis and the Project Entities, on a standalone basis, in conformity with IndASfor such quarter and for the elapsed period in such Financial Yearand shall not include notes or schedules to the relevant accounts;

6.4.2. promptly, notify the IM Board of any serious criminal investigations and/or proceedings instituted against any KMT;

6.4.3. on a quarterly basis, brief details of all litigation of all Project Entities,including all litigation which is not likely to materially impact the Trust and/or the Project Entity;

6.4.4. agendas, minutes and supporting information pertaining to all Board Committees’ and Operating Committees’ meetings;

6.4.5. the following information and documentsprepared in conformity with IFRSshall be provided within the time period set out below:

(a) for the 12 (twelve) month ending on December 31 of every year,audited reconciliation statements and capital account information based on the format provided under Annexure 1, along with the audit opinion and such other additional information in the financial statements as the auditor may, in his best judgement include, within 45 (forty five)days, along with (i) information relating to the fair value of investments held by the Trust, the manner in which such fair value has been computed and the resultant NAV; (ii) review opinion provided by the statutory auditors of the Trust including the bridge letter providing theICFRstatus for the period from April 1 to December 31; (iii) limited relevant disclosures in the notes of financial statements as the auditor may, in his best judgement include; (iv) any other event, which in the opinion of the auditor, is material or may have an adverse impact on the financial statements of the Trust for the period between April 1 to December 31 of each year;

(b) valuation report on the basis of fair valuation under IndAS prepared for the period from January 1 to December 31 of every yearand April 1 to March 31 of every year; and

(c) for the quarters ended March 31, June 30 and September 30 of each year, unaudited reconciliation statements and capital information,in the format provided under Annexure1on a quarterly basis, within 60 (sixty) days after the end of each such respective quarter, along with information relating to the fair value of investments held by the Trust, the manner in which such fair value has been computed and the resultant NAV.

6.4.6. The following information and documents prepared in conformity with the Indian Accounting Standards (“IndAS”) and IFRS shall be provided within the time period set out below:

(a) reconciliation statements of the annual audited financial statements, summary investments report and capital account informationof the Trust in the format provided under Annexure 1to be provided 60 (sixty) days from the end of the quarterendingMarch 31 of each year along with information relating to the fair value of investments held by the Trust, the manner in which such fair value has been computed and the resultant NAV. The summary investments report should include details, such as the investments made by the Trust during the relevant period and its amount and the investments proposed to be made in the future. The capital account should contain details of the capital account of the Unitholders, such as the opening balance and the closing balance;

(b) for the next 2 (two) quarters post the quarter ending on March 31of each year, reconciliation statements of the unaudited financial statements, summary investments report (of each quarterly report) and capital account information of the Trustin the format provided under Annexure 1to be provided 45 (forty five) days from the end of the relevant quarter along with information relating to the fair value of investments held by the Trust, the manner in which such fair value has been computed and the resultant NAV. The summary investments report should include details, such as the investments made by the Trust during the relevant period and its amount and the investments proposed to be made in the future. The capital account should contain details of the capital account of the Unitholders, such as the opening balance and the closing balance; and

(c) for the quarter ending December 31 of every year, summary investments report (of each such quarterly report) and capital account information of the Trust in the format provided under Annexure 1, review opinion from the financial statements, a bridge letter providing the ICFR status for the period from April 1 to December 31 of each year to be provided 45 (forty five) days from the end of the relevant quarter.

6.5. Disclosure of Material Information to the Unitholders

6.5.1. Any information disclosed to the Unitholders under the InvIT Documents, shall be subject to, and in accordance with, the UPSI Policy and Applicable Law.

6.5.2. Nothing in this DIPolicy shall prohibit or limit the Investment Manager’s ability to provide or report any information, documents, reports or confirmations as may be required in accordance with, or under, the Mandatory Policies; provided that, all information required to be disclosed pursuant to the Mandatory Policies shall, at all times, be in accordance with Applicable Law.

6.5.3. The Investment Manager shall disclose the following information to the Unitholders, in accordance with this Paragraph 6.5 and subject to Applicable Law:

(a) as soon as available but in no event, later than 45 (forty five) days after the end of eachquarter of a Financial Year, quarterly limited review and abstract of balance sheet, profit and loss statement and cash flow statements for the Trust and the Project Entities, on a consolidated basis, in conformity with IndAS, for such quarter and for the elapsed period in such Financial Year, and shall not include notes or schedules to the relevant accounts.

(b) as soon as available, but in any event not later than 90 (ninety) days after the end of each Financial Year or such other time period as may be prescribed under Applicable Law, whichever is earlier, the audited financial statements for the Trust, on a consolidated basis and the Project Entities, on a standalone basis, and the related consolidated statements of income, statements of changes in unitholding and statements of cash flows of the Trust and the Project Entities for such Financial Year, in accordance with the SEBI InvIT Regulations, along with a guidance note on the performance of the Trust and the Project Entities for the next Financial Year and expected yield to be provided to the Unitholders. The audited financial statements shall be accompanied by an opinion of the Auditor;

(c) as soon as available, but in any event not later than 45 (forty five) days after the end of each half year period of a Financial Year, the financial statements for the Trust, on a consolidated basis and the Project Entities, on a standalone basis, in accordance with the SEBI InvIT Regulations;

(d) promptly, such additional information and explanation of any event or development which is reasonably expected tohave or has a significant impact on the business (including any litigation), operations, profits, conditions (financial or otherwise), prospects, results of operations, properties, assets or liabilities of the Trust and/or Project Entities;

(e) promptly, notification of any material violation of Applicable Law, issued or threatened legal proceedings and any adverse event likely to impact the ability of the Trust to comply with its obligations under the InvIT Documents and/or Applicable Law;

(f) promptly, notice of initiation of a corporate insolvency process against any Project Entity once a statutoryapplication in this regard has been filed before the adjudicating authority under Applicable Law;

(g) promptly, copy of a notice with regard to any litigation/ dispute relating to the Trust and/or any Project Entity which is likely to materially impact the Trust and/or anyProject Entity. For the purpose of this Paragraph 6.5.3(g), any litigation/dispute may be regarded as having a material impact on the Trust and/or the Project Entityif the value involved in such a litigation/dispute exceeds 10% (ten per cent.) of the value of the Trust Assets on a consolidated basis;

(h) promptly, notify all Unitholders of any serious criminal investigations and/ or proceedings instituted against any KMT;

(i) as soon as available but in no event, later than 45 (forty five) days after the end of each quarter, brief details pertaining to all litigations of all Project Entities; , which are not likely to materially impact the Trust and/or the Project Entity and which have not been previously shared with the Unitholders;

(j) promptly, notify all Unitholders, in case of breach of any Mandatory Policies,

(k) any serious criminal investigations and/or proceedings instituted against any directors and officers of the Project Entity;

(l) insurance certificate,on an annual basis, as obtained by the Trust/Project Entities, as may be applicable, from an independent and competent insurance consultant in accordance with the InvIT Documents;

(m) summary of the annual toll audit reports provided in accordance with the Investment Management Agreement;

(n) such information, documents or reports that may be required to be provided to the Unitholders in accordance with the EHSS Policy;

(o) quarterly reports including the information set out below:

(i) extracts of operational reports such as toll collection reports, traffic development reports, reports of the technical and traffic consultants, NHAI compliance review reports; and

(ii) allinformation, documents or reports that may be required to be provided to the Unitholders in accordance with the Trust Deed and/or the Investment Management Agreement, as set out below:

a. compliance certificates provided by the Investment Manager, Project Manager and the MM Manager in accordance with the SEBI InvIT Regulations and the InvIT Documents, including the certificates in relation to related party transactions, in accordance with the InvIT Documents;

b. certificate obtained from an independent practising chartered accountant or Valuer in respect of Related Party Transactions;

c. Statement of Accounts;and

d. valuation reports provided by the Valuer in accordance with the SEBI InvIT Regulations.

(p) other information as may be required to be provided under Applicable Law, including but not limited to, notices of meetings of the Unitholders etc.

(q) the following information and documentsprepared in conformity with IFRS shall be provided within the time period set out below:

(i) for the 12 (twelve) month ending on December 31 of every year, audited reconciliation statements and capital account information based on the format provided under Annexure 1, along with the audit opinion and such other additional information in the financial statements as the auditor may, in his best judgement include, within 45 (forty five)days after December 31 of every year, along with (i) information relating to the fair value of investments held by the Trust, the manner in which such fair value has been computed and the resultant NAV; (ii) review opinion provided by the statutory auditors of the Trust including the bridge letter providing the ICFR status for the period from April 1 to December 31; (iii) limited relevant disclosures in the notes of financial statements as the auditor may, in his best judgement include; (iv) any other event, which in the opinion of the auditor, is material or may have an adverse impact on the financial statements of the Trust for the period between April 1 to December 31 of each year;

(ii) valuation report on the basis of fair valuation under IndAS prepared for the period from January 1 to December 31 of every year and April 1 to March 31 of every year; and

(iii) for the quarter ended March 31, June 30 and September 30 of each year, limited review reconciliation statements and capital account information, in the format provided under Annexure 1on a quarterly basis, within 60 (sixty) days after the end of each such respective quarter, along with information relating to the fair value of investments held by the Trust, the manner in which such fair value has been computed and the resultant NAV; and

(r) The following information and documents prepared in conformity with the IndAS and IFRS shall be provided within the time period set out below:

(i) reconciliation statements of the annual audited financial statements, summary investments report and capital account information of the Trust in the format provided under Annexure 1to be provided 60 (sixty) days from the end of the quarter endingMarch 31 of each year along with information relating to the fair value of investments held by the Trust, the manner in which such fair value has been computed and the resultant NAV. The summary investments report should include details, such as the investments made by the Trust during the relevant period and its amount and the investments proposed to be made in the future. The capital account should contain details of the capital account of the Unitholders, such as the opening balance and the closing balance;

(ii) for the next 2 (two) quarters post the quarter ending on March 31of each year, reconciliation statements of the limited review financial statements, summary investments report (of each quarterly report) and capital account information of the Trustin the format provided under Annexure 1to be provided 45 (forty five) days from the end of the relevant quarter along with information relating to the fair value of investments held by the Trust, the manner in which such fair value has been computed and the resultant NAV. The summary investments report should include details, such as the investments made by the Trust during the relevant period and its amount and the investments proposed to be made in the future. The capital account should contain details of the capital account of the Unitholders, such as the opening balance and the closing balance; and

(iii) for the quarter ending December 31 of every year, summary investments report (of each such quarterly report) and capital account information of the Trust in the format provided under Annexure 1, review opinion from the financial statements, a bridge letter providing the ICFR status for the period from April 1 to December 31 of each year to be provided 45 (forty five) days from the end of the relevant quarter.

6.5.4. Inspection Rights and Documents and Information to be provided

Subject to, and in accordance with, this DI Policy, the Prohibited Practices Policy, the EHSS Policyand Applicable Law, and in accordance with the UPSI Policy:

(a) any MBFS Unitholder (including the authorized representatives, their respective accountants, other professional advisers, contractors and/or such other persons, as may be required by such a MBFS Unitholder), the Independent Experts Panel along with their associates and advisors (in relation to the Independent Expert Panel’s Role)and the CAO, subject to execution of back-to-back confidentiality agreements or professional confidentiality obligations, shall, at its own cost, be entitled:

(i) to inspect or examine the premises, information or properties of the Trust, the Investment Manager, the Project Entities (including the premises and/or properties of the Project Manager and/or the MM Manger, if such premises and/or properties are the site offices of such Project Entities)), by giving 24 (twenty four) hours prior written notice to the Trustee or the Investment Manager, as the case may be;

(ii) to require discovery of any information with respect to the activities of the Trust as undertaken by the Investment Manager, the Project Entities, the Project Manager, the MM Manageror any matter which may be related to the conduct of the activities or business of the Trust and which information may, in the opinion of the Unitholder, adversely affects the interest of the Unitholder; and

(iii) to inspect or examine the premises, information or properties of the Sponsor(s) only in the event that the premises of the Sponsor(s) are the site offices of the Project Entities.

(b) in the event any complaint relating to Mandatory Policies, the MBFS Unitholders shall be granted accessin accordance with Paragraph 6.5.4(a)to address the complaint.

(c) in the event of any breach of the Mandatory Policies by any entity to whom such Mandatory Policies are applicable, such an entity shall:

(i) provide such access, as may be required by the Investor Director, advisors, agents, employees or such other persons as authorized by the MBFS Unitholders in accordance with Paragraph 6.5.4(a); and

(ii) procure that the officers and the employees of such anentity promptly give all assistance, information and explanations to the Investor Director and its professional advisors, as they may be required.

(d) In the event of a breach of any of the Mandatory Policies by an Intermediary, the relevant Project Entity shall use best efforts to procure, by enforcing its contractual rights or otherwise, that the Intermediary shallprovide to the IM Board all information (on the understanding that it will be shared with the Investor Director) relating to such breach. In the event that the Intermediary fails to comply with the requirements set out under this provision, the IM Board shall cause the Project Entity to terminate its contract with the Intermediary and enforce its contractual rights against the Intermediary.

6.5.5. Disclosure Rights in relation to the Independent Complaints Mechanism

In case an Admissible Complaint is lodged under the Independent Complaints Mechanism in relation to the investment of a MBFS Unitholder in the Trust, then, in accordance with the UPSI Policy:
(a) the Independent Expert Panel shall provide to the Trust:

(i) findings statement of the Independent Expert Panel for determining the admissibility of such an Admissible Complaint; and

(ii) draft and final reports prepared by the Independent Experts Panel further to an investigation of an Admissible Complaint.

(b) such an affected MBFS Unitholder may disclose on its website, the following details:

(i) Trust’s name;

(ii) Trust’s website (if available);

(iii) description of investment;

(iv) Project Entities’ name and description;

(v) origin (region and country);

(vi) sector;

(vii) date of the main transaction document;

(viii) environmental & social categorization;

(ix) affected MBFS Unitholder’s total investment (share in % and/USD);

(x) date when complaint(s) relating to this investment was lodged;

(xi) short description of complaint(s) relating to this investment including the identity of the complainant(s, the funding objective, the MBFSUnitholder’s rationale for the investment); and

(xii) status of complaint(s) relating to this investment.

(c) the Independent Expert Panel may, disclose:

(i) to the complainant and other stakeholders affected by such a complaint, draft and final reports prepared further to an investigation of an Admissible Complaint filed, together with (preliminary) findings and/recommendations.

(ii) on the affected MBFS Unitholder’s website:

a. final reports prepared further to an investigation by it of an Admissible Complaint filed, together with findings and/ or recommendations; provided that: (A) the Independent Experts Panel shall consider any responses or inputs provided by the Trust during the investigation; and (B) the draft of such reports was previously sent to the Trust for commentsregarding factual checks;

b. monitoring reports describing the progress on actions undertaken by the affected MBFS Unitholder to address findings and recommendations of the Independent Expert Panel; provided that: (A) the Independent Experts Panel shall consider any responses or inputs provided by the Trust during the investigation; and (B) the draft of such reports was previously sent to the Trust for comments;

c. an annual report prepared by the Independent Expert Panel which report may include details of any complaint lodged under the Independent Complaints Mechanism in relation to the affected MBFS Unitholder’s investment; provided that that: (A) the Independent Experts Panel shall consider any responses or inputs provided by the Trust during the investigation; and (B)the information on the complaint in such report was previously sent to the Trust for comments; and

(d) for the purpose of carrying out the Independent Expert Panel’s Role, as far as permissible under Applicable Law:

(i) the affected MBFS Unitholder shall be entitled to disclose confidential information received by it in connection with its investment in the Trust to the Independent Expert Panel provided that the members of the Independent Expert Panel are subject to confidentiality undertakings, and

(ii) the Independent Expert Panel shall be entitled to disclose, subject to back-to-back-confidentiality agreements or professional confidentiality obligations, confidential information received in connection with Independent Expert Panel’s Role to its professional advisers and Associates;

Provided that, for the purpose of providing any information to the MBFS Unitholders or the Independent Expert Panelunder this Paragraph 6.5.5, the IM Board shall follow the principles of disclosure as set out in the UPSI Policy.

To the extent permitted by Applicable Law, the provisions of this Paragraph 6.5.5 shall survive and shall remain in force, notwithstanding the termination of this DI Policy, as long as any complaint lodged under the Independent Complaints Mechanism is ongoing.

For the purpose of this Paragraph 6.5.5, in case of any inconsistency between the termsof this Paragraph 6.5.5 and other provisions set out under any InvIT Document, the provisions of this Paragraph 6.5.5 and the obligations set out herein shall prevail.In case of any suchinconsistency, adherence to the provisions of this Paragraph 6.5.5 and any action taken pursuant to, and in accordance with, this Paragraph 6.5.5, shall not be construed as a non-compliance, breach and/or event of default of any party under other InvIT Documents.

6.5.6. Public Disclosures to be made by the MBFSUnitholders

(a) The IM Board on behalf of the Trust, agrees that the relevant MBFS Unitholders, may, for purposes of transparency as a development finance institution, independently of the other Unitholders, disclose to any person, including by publication on such a MBFSUnitholder’s respective website, the following information in accordance Applicable Law:

(i) the name of the Trust and the Sponsor(s);

(ii) the website of the Trust;

(iii) the country of the head office of the Trust;

(iv) the country and/or region of the Trust’s business operations;

(v) the business sector of the Trust;

(vi) the execution/closing date of the investment transaction document;

(vii) the amount of theMBFSUnitholder’s investment in USD or any other applicable currency;

(viii) the total investment in USD or any other applicable currency;

(ix) MBFSUnitholder’s assessment of the environmental and social category of the Project;

(x) a description of the Trust’s business operation, including but not limited to the use of funds, the Investor’s investment rationale for the investment in the Trust, and/or the MBFSUnitholder’s assessment of the developmental impacts of its investment in the Trust;

(xi) a description of the type of investment being provided by theMBFSUnitholder; and

(xii) the legal form of the Trust.

(b) MBFS Unitholders shall be entitled to disclose confidential information (e.g. any data as to legal status, business and financial condition, privacy data, etc.) it receives in connection with this investment to its affiliateat any given date. Since its affiliates may perform a central corporate risk management and a standardised controlling, it may be necessary for a MBFS Unitholder to forward special data and/or documents about the Trust within its group companies. This data and/or documents include:

(i) data such as name, address of the Trust;

(ii) data regarding the acceptance and processing of investments as well as further relevant information on the Trust’s financial circumstances; and

(iii) Trust-related documents and data developed by the relevant MBFS Unitholder.

The data and/or documents of the Trust will be forwarded exclusively to affiliates of the MBFS Unitholder and will not be disclosed to any other person. The affiliates of the MBFS Unitholder shall treat any Trust data forwarded to them in compliance with the applicable legal provisions which may includedata protection laws and rules on banking secrecy, such as German Federal Data Protection Law (Bundesdatenschutzgesetz) and the German rules on banking secrecy etc.

7. Timeline for disclosure of information:

7.1. The Investment Manager shall disclose to theStock Exchange(s) all Material Information,within 24 (twenty four)hours of becoming aware of such an event or information, or such other time period prescribed by Applicable Law, including any prior intimation of a board / committee meeting in relation to any material events, as may be required under Applicable Law. In case the disclosure is made after such time as may be prescribed by Applicable Law, the Investment Manager shall, along with such disclosures, provide explanation for delay.

Notwithstanding anything contained in this DoI Policy and other InvIT Documents, the Investment Manager is authorized and permitted to share any information, other than Material Information or unpublished price sensitive information as per the UPSI Policy, with the Unitholder(s) or any lender, without having the requirement of disclosing such information to the Stock Exchange or making it publicly available in any manner whatsoever, except to the extent required to be disclosed under the Applicable Law.

7.2. The Investment Manager shall, with respect to disclosures referred to in this DIPolicy, make disclosures updating material developments on a regular basis, until such time the event is resolved or closed, with relevant explanations.

7.3. The Investment Manager shall disclose on the website of the Trust, all such events or information which has been disclosed to the Stock Exchange(s) under this DIPolicy, and such disclosures shall be hosted on the website of the Trust for such minimum period as may be prescribed under Applicable Law.

8. Approval Process

8.1. All disclosuresof any Material Information on behalf of the Trust shall be first marked to the CEO, for their approval. The CEO shall be authorizedto determine the materiality of an event or information; for verifying or denying rumors; and for making disclosure to the Stock Exchange(s) and may either make such a determination by themselves or refer such mattersto the IM Board for their determination. Any such information shall be made public or published on behalf of the Trust, only if the same is approved by the CEO, as the case may be, in accordance with this DI Policy.

8.2. The CEO,shall be authorized to, and shall undertake the disclosure of any material information duly approved in accordance with Paragraph 8.1 above, to the Stock Exchange(s) and the website of the Trust, and to ensure compliance with this DI Policy. The contact details of the CEOshall be disclosed to the Stock Exchange(s) and on the website of the Trust.

9. Public disclosure of forward looking information

9.1. All public disclosures of forward-looking information, including projections of future earnings or operational performance, shall be accompanied by appropriate disclaimers. All public disclosures of forward-looking information must be approved by the CEO and/or the IM Board. On receipt of approval for such public disclosures, the forward-looking information may be communicated to the public by the CEO.

9.2. Except to the extent required by Applicable Law, the Investment Manager shall not undertake any obligation to update any forward looking information, and the Investment Manager will not respond, except by means of an appropriate public disclosure in accordance with this DIPolicy, to any inquiries or rumors seeking reaffirmation of such information at any date subsequent to the date that such information was originally provided.

10. Conflict with Law

10.1. The DIPolicy shall not contradict with the provisions of any Applicable Law. In case of any discrepancy between the provisions of this DI Policy and Applicable Law, the provisions of Applicable Law shall prevail over the provisions of this DIPolicy, only if the provisions of Applicable Law are more stringent than the provisions of this DI Policy.

10.2. Subject to Paragraph 10.1, this DIPolicy will stand amended to the extent of any change in Applicable Law, including any amendment to the SEBI InvIT Regulations, without any action from the Investment Manager or approval of the Unitholders of the Trust.

11. Amendment

Other than as provided in Paragraph 10.2, any amendment to this DI Policy shall be undertaken with the prior approval of the Unitholders by way of a Special Majority; provided, however, that any amendment to Paragraph 6.3, Paragraph 6.4 (save and except any amendment or waiver to Paragraph 6.4.4 which shall be undertaken with the prior approval of the Unitholders by way of a Special Majority), Paragraph 6.5 and this Paragraph 11, shall require the prior approval of all the Unitholders.

 

Annexure 1

1. Consolidated Statement of Financial Position (December 31, XXXX)
   

1. Consolidated Statement of Comprehensive Income (For the Period from January 1, XXXX through December 31, XXXX.
   

1. Consolidated Statement of Changes in Unitholding (For the period from January 1, XXXX through December 31, XXXX.
   

1. Consolidated Statement of Cash Flows (For the Period from January 1, XXXX through December 31, XXXX.