o Poa ©-1, Wadia international Centre (Bombay Dyeing), Pandureng Bucher Merg PERS Worii ‘2 Mumbai 400 025. Nusli N. Wadia BR > Mr. F.N. Subedar The Chief Operating Officer & Company Secretary Tata Sons Limited 14 Homi Mody Street Mumbai 400 001 Ajay Gopikisan Piramal Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400001 Ajay Gopikisan Piramal 61, Piramal House, Pochkhanwala Road, Worli Mumbai - 400018 Amit Ranbir Chandra Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400 001 Amit Ranbir Chandra Flat C - 4, 3rd floor, Palacimo CHS Bhulabhai Desai Road, Mumbai - 400026 Cyrus Pallonji Mistry Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400 001 Cyrus Pallonji Mistry Sterling bay, 103, Walkeshwar Road, Walkeshwar, Mumbai - 400006 Fax: +91-22.6662 0103 Email : chairman@wadiagroup.comFarida Dara Khambata Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400001 Farida Dara Khambata 3224 R Street N.W. Washington D.C Washington — 20007 United States of America Ishaat Hussain Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400001 Ishaat Hussain 222-A NCPA Apartments Nariman Point Mumbai 400021 Nitin Nohria Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400001 Nitin Nobria 2 Hampton Rd Lexington, USA - 024218038 Ranendra Sen Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400001 Ranendra Sen A-42, IFS Apartment, Mayur Vihar, Ph-1, Delhi — 1100919. Vijay Singh Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400001 40. Venu Srinivasan Director, Tata Sons Limited 14 Homi Mody Street Mumbai 400001 Venu Srinivasan 3, Adyar Club Gate Road RAPuram Chennai - 600028 24 November 2016 Ref: Your special notice to the Board of Directors, Tata Steel Limited dated 10 November 2016 (Special Notice) Subject: Defamatory contents of your Special Notice Members of the Board of Tata Sons Limited and Mr. Subedar, | am writing with reference to your Special Notice, which was brought to my attention by the Company Secretary of Tata Steel Limited on 11 November 2016 but the physical copy of which was received by me only on 15 November 2016. 1. I note that your Special Notice has made a requisition to the Board of Directors of Tata Steel Limited for convening a shareholders meeting - the agenda of which includes “item Number 2: ‘Removal of Nusli Wadia as Director’ 2. [take it that this Special Notice signed by Mr. Subedar has been issued at the behest of, and pursuant to the common intention of, the Board of Directors of Tata Sons Limited. Please let me know if this is not the case. 3. In the Special Notice, you have made six (6) principal allegations against me that: () “Mr. Nusli Wadia has been acting in concert with Mr. Cyrus Mistry”; and(i) “has been acting against the interests of the Tata Group”. and (ii) “Despite being purportedly an independent director on the boards of certain Tata companies (including this company), in our opinion, Mr. Nusli Wadia has been conducting himself as an interested party in a manner that is designed to cause harm to the Tata Group”; and (iv) “has not been conducting himself independently and instead has been inter alia, galvanizing independent directors and acting prejudicially”, and (v) “Mr. Wadia's actions may put the company and its future in grave jeopardy and impact the overall morale of the workers, employees ‘and management who have joined a Tata Company”; and (v) “The principal shareholders have lost confidence in the independence, suitability or bonafides of Mr. Wadia and seek his removal”. These allegations are absolutely baseless, false, defamatory and libelous, and have been made with the intention of harming my reputation, The Special Notice is devoid of any factual references or evidence and has lowered my image in front of my esteemed colleagues on the board of Tata Steel Limited and its public shareholders who you claim will benefit from my removal. Further, the fact that the contents of this notice have been reproduced in various electronic media, daily newspapers and periodicals including those listed in Annexure 1 hereto, has irreparably defamed me and damaged my reputation with the public at large. I demand that you withdraw these allegations forthwith. In any event, | must remind you that as an independent director, my only fiduciary duty is towards Tata Steel Limited, and not an undefined 'Tata Group’ or ‘Tata companies’. | put you to the strict proof and demand that you furnish all evidence, documents and information that fully supports and substantiates the allegations that you have made against me. In particular, you are required to forthwith: () share evidence which proves that “Mr. Nusli Wadia has been acting in concert with Mr. Cyrus Mistry’. Please also furnish details of all events and occurrences that prove that I have acted in concert;(i) share proof that | have ‘been acting against the interests of the Tata Group”. Please also explain what you mean by the term ‘Tata Group’ and how as an independent director of Tata Steel Limited, am | under an obligation to act in the interests of an undefined ‘Tata Group’; (ii) _ kindly prove with evidence that “despite being purportedly an independent director on the boards of certain Tata companies (including this company), in our opinion, Mr. Nusli Wadia has been conducting himself as an interested party in a manner that is designed to cause harm to the Tata Group". Please prove and furnish evidence on how | have acted as an interested party in a manner that is designed to cause harm to the undefined “Tata Group”; (iv) kindly prove with evidence that Mr. Wadia has “not been conducting himself independently and instead has been inter alia, galvanizing independent directors and acting prejudicially’; (v)__ kindly prove with evidence how my actions “may put the company and its future in grave jeopardy and impact the overall morale of the workers, employees and management who have joined a Tata Company’; and (vi) _ the basis for stating that "The principal shareholders have lost confidence in the independence, suitability or bonafides of Mr. Wadia’. By issuing such a letter, it is evident that you have embarked on a personal vendetta against me for discharging my duties as an independent director. You have also as a consequence, sent a message to all other independent directors that those who do not follow the Tata Sons diktat will be under threat of removal. This action is violative of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Tata Code of Conduct. It is apparent that your Special Notice is a reaction to the meeting of the independent directors of Tata Chemicals held on November 10, 2016. In fact, in the aforesaid meeting of the independent directors of Tata Chemicals Limited — Mr, Nasser Munjee, Dr. Y.S.P. Thorat, Ms. Vibha Paul Rishi and myself — all acting collectively and unanimously in discharge of their fiduciary duties, made a statement to the stock exchanges affirming their confidence in Tata Chemical's board, its chairman and its management in the conduct of the company’s business. The Special Notice also seems to be a reaction to the fact that the independent directors refused to accept an unsigned statement tabled and read out by Mr. Bhaskar Bhat, asking for removal of the chairman, Cyrus Mistry at the meetingIt is evident that it was this act of the independent directors of Tata Chemicals, which led to the vindictive action of moving a resolution of the board of Tata Sons seeking my removal as an independent director from the board of Tata Steel Limited. | believe that the resolution was moved with great haste within hours of the Tata Chemicals board meeting during the late night hours of November 10 and early morning hours of November 11, 2016. The Special Notice was thereafter delivered to Tata Steel Limited at 8.38 am on November 11, 2016, less than 90 minutes before the commencement of the independent directors meeting of Tata Steel Limited. | am the only independent director of Tata Steel Limited that you have sought to remove. It is therefore evident that Tata Sons Limited and its board of directors is pursuing a personal vendetta against me based on concocted allegations of losing independence and bona fides. If | was galvanizing the independent directors, then you are implying that all the other independent directors of Tata Steel Limited failed to perform their fiduciary duties under Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Tata Code of Conduct, and were looking for direction only from me. Needless to say, if there is any merit in your accusation and the other independent directors have indeed, following their purported galvanization, abdicated their fiduciary duty, it belies logic and common sense as to why you should not be seeking the removal of the other independent directors as well. The Special Notice was served prior to the meeting of the independent directors of Tata Steel Limited, and therefore your charge that | have “galvanized” the independent directors is factually wrong and it is not correct to state that my actions may put the Company and its future in grave jeopardy and impact the overall morale of the workers, employees and management of the Company. The record of the proceedings of the independent directors meeting of Tata Steel and the subsequent meeting of the Board will prove that at no time did | indulge in the galvanizing of any director. Suffice to say, that in your attempt in questioning my integrity and ethics, you have also ended up accusing the other independent directors of abdicating their fiduciary duty and losing their independence. You are aware that, these frivolous and baseless allegations and sigtements damage my reputation as a professional and have caused ireparafa) injury to g g 610. uM. 12, Yo) Nusli N. Wadia me. The Special Notice colours the minds of the shareholders and the public at large, and has been issued with malicious intent to remove me from the board of directors of Tata Steel Limited, You have published the Special Notice knowing fully well that its false contents and insinuations will cause serious injury to my reputation and diminish the esteem, respect, goodwill and confidence which | hold. | have served on the Board of Tata Steel Limited as an independent director since 1979. | have always acted with total independence of mind, long before it became a requirement to do so under any law or regulation in India. My close association with JRD Tata goes back several decades since 1970. It is common knowledge that our deep friendship, borne out of great affection and respect for each other, lasted till his passing. He was my mentor and Godfather and it is with the values that | have imbibed from him I have conducted myself all along. My relationship with Mr. Ratan Tata goes back several decades as well. | am deeply shocked and surprised that one of the first acts of the Board of Tata Sons Limited, after he became its interim chairman, was to move a resolution seeking my removal as an independent director based on false, defamatory, absolutely baseless and libelous allegations made with intent to harm my reputation. It pains me immensely today that the Board of Tata Sons Limited has failed to live up to the high standards of ethics and corporate governance set by JRD Tata and is complicit in issuing the vindictive and malicious Special Notice After deep thought and reflection, | am now left with no option and am constrained to write this letter and put you, the directors of Tata Sons Limited and Tata Sons Limited, to notice. | hereby call upon you to withdraw your Special Notice immediately or prove beyond doubt, the statements made therein, within two (2) days of this communication. If you fail to withdraw the Special Notice, | will assume that such statements have been made deliberately and maliciously to defame me, to browbeat me, to irreparably damage my reputation, without any evidence or proof, with the sole intent of publicly causing injury to me, and my person. If you fail to withdraw the Special Notice within two (2) days, then | shall be at liberty to initiate proceedings, both criminal and civil ithfully,