1. WELCOME TO E-VOTING SYSTEM THE POONA CLUB LTD. Mr. Rohan Vijay Pusalkar Chairman Systems Sub Committee Mr. Swastik M. Sirsikar President THIS PRESENTATION WILL GUIDE YOU AS TO HOW TO DO E-VOTING

2. Dear Member, Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 (“Rules”), the approval of the shareholders of the Company is being sought through remote e-voting) for the matter as set out in the Notice. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means.

3. The Club has extended the e- voting facility through CDSL. Kindly follow the instructions for members voting electronically provided as under

4. i. The voting period begins on 22/09/2015 from 10.00 AM (IST) and ends on Friday 25 th September 2015 at 5.00 PM (IST). The e-voting module shall be disabled for voting thereafter.

5. ii. The Members should log on to the e-voting website www.evotingindia.com www.evotingindia.com The login details i.e. USER ID and PASSWORD for the same will be dispatched shortly by post / email.

6. iii. Click on Members / Shareholders.

7. iv. Enter your User ID as given to you in the communication by CDSL XXXXXXXXX v. Next enter the Image Verification as displayed and Click on Login.

8. e.g. 3 1 1 2 5 6 LOGIN

9. vi. Enter your password as given to you in the communication by CDSL XXXXXXXXXXXXX

10. vii. After entering these details appropriately, click on “SUBMIT” tab. SUBMIT

11. viii. Select the EVSN (Electronic Voting Sequence Number ) of ‘The Poona Club Limited” which you see on the next screen

12. ix. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.  Select the option YES or NO as desired.  The option YES implies that you assent / agree to the Resolution  and option NO implies that you dissent / disagree to the Resolution.

13. In this voting systems there are total four numbers of resolutions for which you have to vote. The summary of the resolutions are as follows – Resolution No. 1 – Election of Managing Committee In this resolution you have to select Five candidate compulsory to validate your vote. Resolution No. 2 – Audited Financial Statements In this resolution you have to select YES or NO to validate your vote. Resolution No. 3 – Appointment of Auditors In this resolution you have to select YES or NO to validate your vote. Resolution No. 4 – Articles of Association In this resolution you have to select YES or NO to validate your vote.

14. Note : Select Yes any five of above list as per your choice RESOLUTION NO. 1 – Election of Managing Committee

15. Resolution No. 2 To consider and adopt the audited financial statements of the Club including Statement of Income & Expenditure (Income & Expenditure Account) for the financial year ended 31 st March 2015 and the Balance Sheet as on that date and to consider the reports of the Auditors’ and Report of the Managing Committee thereon.

16. Resolution No. 3 To appoint the Auditors to hold office from the conclusion of the 83nd Annual General Meeting and to fix their remuneration Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 and all other applicable provisions if any of the Companies Act 2013, M/S. M.P. Chitale & Co, Chartered Accountants be and are hereby appointed as Statutory Auditors of the Club to hold office from the conclusion of this 83 rd Annual General Meeting until the conclusion of 88th Annual General Meeting of the Club, subject to ratification of their appointment at every Annual General Meeting and that the Managing Committee be and is hereby authorized to fix their remuneration.

17. Resolution No. 4 To consider and if thought fit to pass the following resolution as a Special Resolution: Pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act 2013, the Article 2(i) Explanation II and 2 (i) (c ) of the Article of Association of the Club are hereby modified as per Annexure I attached which forms an integral part of this resolution

18. x. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details otherwise click on SUMBIT.

19. xi. After selecting the resolution you have decided to vote on, click on “SUBMIT”.  A confirmation box will be displayed.  If you wish to confirm your vote, click on “OK”,  else to change your vote, click on “CANCEL” and accordingly modify/ redo your vote

20. xii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote

21. xiii. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

22. In case you have any queries or issues regarding e-voting, you can email to : helpdesk.evoting@cdslindia.com OR  contact 1800-200-5533 (toll free)  Tel. 022-22728588 /022-22725040

23. A member would be able to vote only once either via remote e-voting facility OR Physically via Ballot Paper at the Club on 26th Sept.

24. THANK YOU