The Board of Directors of Dish TV have approved a scheme of arrangement for the amalgamation of Videocon d2h into Dish TV.

Following the closing, the merged entity will be renamed as Dish TV Videocon Limited (Dish TV Videocon). Pursuant to the scheme, Dish TV Videocon shall issue 857.791 million shares as consideration for the scheme and the Vd2h shareholders shall be allotted 2.021 new shares of Dish TV Videocon for every one share held in Videocon d2h, which would result in Dish TV shareholders owning 1,066.861 million existing shares or
55.4 percent of Dish TV Videocon, and Vd2h shareholders owning
857.791 million new shares or 44.6 percent of Dish TV Videocon.

The proposed transaction is expected to create a leading cable and satellite distribution platform in India. Dish TV Videocon would serve 27.6 million net subscribers in India out of a total of 175 million TV households in India, highlighting significant room for growth. The combined entity would have revenue of 59,158 million and Ebitda of 18,262 million on a pro forma basis for the fiscal year ended March 31, 2016, positioning it
as a leading media company in India. The proposed transaction is
expected to provide better synergies and growth opportunities and enable Dish TV Videocon to provide differentiated and superior service to all customers through deeper aftersales, distribution, and technology capabilities, and also become a more effective partner for TV content providers in India.

At the close of the proposed transaction, the current promoters of Dish TV shall continue as promoters of Dish TV Videocon. The Dish TV principals are also in discussion with the Vd2h principals to purchase some of the Vd2h principals' shares in Dish TV Videocon post the amalgamation, details of which are likely to be finalized soon.

Upon closing of the proposed transaction, Dish TV Videocon will continue to be listed on the National Stock Exchange of India and the BSE Limited in India and on the Luxembourg Stock Exchange in the form of GDRs. The proposed transaction is expected to close in the second half of 2017.