Annexure - II

Annexure - III

MEMORANDUM OF ASSOCIATION

OF

RELIANCE SIBUR ELASTOMERS

PRIVATE LIMITED

Annexure - I

Form 1

Certificate of Incorporation

Corporate Identity Number : U25209GJ2012PTC068867

I hereby certify that RELIANCE SIBUR ELASTOMERS PRIVATE LIMITED is thisday incorporated under the Companies Act, 1956 (No. 1 of 1956) and that thecompany is private limited.

Given at Ahmedabad this Third day of February Two Thousand Twelve.

2011 - 2012

p̀a$p pMjaIkrNa p̀maaNap~

kâpao-roT phcaana saM#yaa :

maOM etdWara sa%yaaipt krta hÛ ik maOsasa-

RELIANCE SIBUR ELASTOMERS PRIVATE LIMITED

ka pMjaIkrNa kmpnaI AiQainayama ko AMtga-t Aaja ikyaa jaata hO AaOr yahkmpnaI p̀a[vaoT ilaimaToD hO.

yah inagamanap~ Aaja idnaaMk tIna frvarI dao hjaar baarh kao Ahmadabaad maoM jaarI ikyaa jaata hO.

1956 (1956 1)

1

2011 - 2012U25209GJ2012PTC068867

ka

kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :Mailing Address as per record available in Registrar of Companies office:

RELIANCE SIBUR ELASTOMERS PRIVATE LIMITEDAdmin Building, MTF Area,, Village Sikka, Taluka & District Jamnagar,Jamnagar - 361140,Gujarat, INDIA

Registrar of Companies, Gujarat, Dadra and Nagar Havelli

kmpnaI rijasT/ar‚ gaujarat‚ dadra evaM nagar hvaolaI*Note: The corresponding form has been approved by SUBHASH CHANDRA PINDIDEV CHUGA, Deputy Registrar ofCompanies and this certificate has been digitally signed by the Registrar through a system generated digital signatureunder rule 5(2) of the Companies (Electronic Filing and Authentication of Documents) Rules, 2006.The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

RELIANCE SIBUR ELASTOMERS PRIVATE LIMITED

I. The name of the Company is RELIANCE SIBUR ELASTOMERS PRIVATELIMITED

II. The Registered Office of the Company will be situated in the State of Gujarat. III. The objects for which the Company is established are the following: A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON

INCORPORATION OF THE COMPANY

1. To carry on in India and in any part of the world the business of manufacturing,processing, converting, formulating, using, buying, dealing, acquiring, storing,packaging, selling, distributing, transporting, importing, exporting and disposingof all types of Elastomers, Synthetic Rubbers, Thermoplastic Elastomers suchas Styrene-Butadiene Rubber (SBR) (both emulsion and solution type), Polybutadiene Rubber (PBR), Butyl Rubber (IIR), Halo Butyl Rubber (HIIR), NitrileButadiene Rubber (NBR), Polyisobutylene, Poly butane, Chloroprene,PolyacrylonitriJe, Polyisoprene, EPM/EPOM, Ethylene Vinyl Acetate (EVA),Copolymers, Polysulphide Rubber, Styrene-Butadiene-Styrene (SBS), Styrene-Isoprene-Styrene (SIS), and all types of compounds, alloys and blends thereof.

2. To carry on in India and in any part of the world the business of processing,converting, manufacturing, formulating, using, buying, dealing, acquiring,storing, packaging, selling, transporting, distributing, importing, exporting anddisposing of all types of petrochemicals like Naphta, Methane, Ethylene,Propylene, Isobutene, Butenes, Butane, LPG, Isoprene, Pentadiene,Dicyclopentadiene, Naphthalene, Cyclohexane, Cyclohexanone, Benzene,Phenol, Acetic Acid, Cellulose Acetate, Vinyl Acetates, Caprolactam, AdipicAcid, Hexamethylene, Diamine Nylon, Nylon-6, Nylon 6.6, Nylon 6.10, Nylon

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6.11, Nylon 7, their fibres, castings, mouldings, sheets, rods, etc., Ortho-xylene, Phthalic Anhydride, Meta-xylene, Toluene, Cumene, Phenol, Acetone, Styrene, Synthetic Rubbers, Butenes, Butadiene, Methacrolein, MaleicAnhydride, Methacrylates, Alkyd Resins, Urea, Methanol Formaldehyde, UF,PF and MF resins, Hydrogen Cyanide, Methyl Methacrylate, Poly-methylMethacrylate, Acetylene, EDC, VCM, P.V.C. Polyethylene, Plastics, AliphaticPetroleum Resins, Poly Vinl Alcohol, Methanol, Melamine and derivativesthereof, whether liquid, solid or gaseous, dischloride, Ethylene oxide,Ethyleneglycol, Ployglycols, Polyurethanes, Paraxylenes, Polystyrenes,Polypropylene, Isopropanol, Acetone, Propylene Oxide, Propylene Glycol,Acrylonitrile, Acrolein, Acylicesters, Acrylic Fibres, Allyl Chloride, Epichlor-hydrin, aliphatic, and aromatic alcohols, aldehydes, ketones, aromatic acidanluphrides, vinyl chloride, acrylics, esters of ortho, meta and terephalic acids,and all gases, Epoxy resins and all other petrochemical products and polymersin all their forms like resins, fibres, sheets mouldings, castings, cellophone,colour, paints, varnishes, disinfectants, insecticides, fungicides, deodorants, aswell as bio chemical, pharmaceutical, medicinal, sizing, bleaching,photographic preparations.

B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN

OBJECTS. 3. To enter into agreements and contracts with Indian or foreign individuals,

companies or other organisations for technical, financial or any otherassistance for carrying out all or any of the objects of the Company.

4. To establish and maintain any agencies in India or any part of the world for the

conduct of the business of the Company or for the sale of any materials for thetime being at the disposal of the Company for sale.

5. To advertise and adopt means of making known the business activities of the

Company or any articles or goods traded in or dealt with by the Company inany way as may be expedient including the posting of bills in relation theretoand the issue of circulars, books, pamphlets and price-lists and the conductingof competitions, exhibitions and the giving of prizes, rewards and donations.

6. To apply for purchase or otherwise acquire and protect, prolong and renew

trade marks, trade names, designs, secret processes, patent rights, "Brevets D'Invention" licences, protections and concessions which may appearlikely to be advantageous or useful for the Company and to spend money inexperimenting and testing and improving or seeking to improve any patents,inventions or rights, which the Company may acquire or propose to acquire ordevelop.

7. To expend money on research, experimentation, development, testing,

improving or seeking to improve existing products, patents, rights, etc. inconnection with any of its activities in pursuance of the aforesaid objects and toexpend money to invent, develop or seek, any new products allied to and Inthe course of pursuing the objects as detailed in this clause.

8. To work, develop, licence, sell or otherwise deal with any inventions in which

the Company is interested whether as Owner, Licencee or otherwise, and to

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make, levy, or hire any machinery required for making or desirable to be usedas machines included in such inventions.

9. To enter into partnership or into any arrangement for sharing profits, union ofinterest, co-operation, joint venture, reciprocal concession or otherwise withany person, firm, or company carrying on or engaged in or about to carry on orengage in any business or transaction which this Company is authorised tocarry on or engage in or any business or undertaking or transaction; and tolend money, to guarantee the contracts of or otherwise assist any person, firmor company and to take or otherwise acquire and hold shares or securities ofany such person, firm or company and to sell, hold, re-issue with or withoutguarantee such shares and securities.

10. To enter into any arrangement with any Government or State Authority,

Municipal, Local or otherwise that may seem conducive to the Company'sobjects or any of them and to obtain from any such Government or StateAuthority, any rights, privileges and concessions which may seem conducive tothe Company's objects or any of them.

11. To purchase or otherwise acquire and undertake the whole or any part of the

business property, rights and liabilities of any person, firm or company carryingon any business which this Company is authorised to carry on and topurchase, acquire, apply for, hold, sell and deal in shares, stock debentures ordebenture stock of any such person, firm or company and to conduct, make orcarry into effect any arrangement in regard to the winding up of the business ofany such person, firm or company.

12. To construct, acquire, establish, provide, maintain and administer factories,

estates, railway sidings, buildings, water reservoirs, shed, channels, pumpinginstallations, generating installations, pipelines, garages, storages andaccommodation of all descriptions in connection with the business of thecompany.

13. To apply for tender, purchase or otherwise acquire any contracts and

concessions for or in relation to the construction, erection, equipment,improvement, management, administration or control of works andconveniences and to undertake, execute, carry out, dispose of or otherwiseturn to account the same.

14. To buy or otherwise acquire lands, building and other immovable properties

and to sell, mortgage or hypothecate or otherwise dispose of all or any of theproperties and assets of the Company on such terms and conditions as theCompany may think fit.

15. To amalgamate with any Company or Companies having objects altogether or

in part similar to those of this Company.

16. To pay all costs, charges and expenses of and incidental to the formation,promotion, registration and establishment of the Company and issue of itscapital including any underwriting or other commission, broker's fee andcharges in connection therewith including costs, charges of negotiations and

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contracts and arrangements made prior to and in anticipation of the formationand incorporation of the Company.

17. To remunerate or make donations (by cash or other assets or by the allotmentof fully or partly paid shares or by call on shares, debentures, debenture stockor securities of this or any other company or in any other manner) whether outof the Company's capital, profits or otherwise to any person or firm or companyfor services rendered or to be rendered in introducing any property or businessto the Company, or placing or assisting to place or guaranteeing thesubscription of any shares, debentures, debenture-stock or other securities ofthe Company or for any other reason which the Company may think proper.

18. To undertake and execute any trust, the undertaking whereof may seem

desirable either gratuitously or otherwise.

19. To draw, make, issue, accept and to endorse, discount and negotiatepromissory notes, hundies, bills of exchange, bills of lading, delivery orders,warrants, warehousekeeper's certificates and other negotiable or commercialor mercantile instruments connected with the business of the Company.

20. To open accounts with any individual, firm or company or with any bank or

banks and to pay into and to withdraw moneys from such account or accounts.

21. Subject to the provisions of the Companies Act, 1956, to invest, apply for andacquire or otherwise employ moneys belonging to, entrusted to or at thedisposal of the Company upon securities and shares with or without securityupon such terms as may be thought proper and from time to time vary suchtransactions in such a manner as the Company may think fit.

22. To lend or deposit moneys belonging to or entrusted to or at the disposal of the

Company to such person or Company and in particular to customers andothers having dealings with the Company with or without security, upon termsas may be thought proper and guarantee the performance of contracts by suchperson or company but not to do the business of banking as defined in theBanking Regulation Act, 1949.

23. To make advances upon or for the purchase of materials, goods, machinery,

stores and other articles required for the purpose of the Company.

24. To borrow or raise money with or without security or to receive money ondeposit at interest or otherwise, subject to the rules, if any, prescribed by theReserve Bank of India in such a manner as the Company may think fit and Inparticular by the issue of debentures or debenture stock-perpetual or otherwiseincluding debenture or debenture stock convertible into shares of this or anyother company and in security of any such moneys to be borrowed, raised orreceived, to mortgage, pledge or charge the whole or any part of the property,assets or revenue of the Company present or future, including its uncalledcapital and to purchase, redeem or pay of any such securities.

25. To sell, mortgage, assign or lease and in any other manner deal with or

dispose of the undertakings or properties of the Company or any part thereof,whether movable or immovable for such consideration as the Company may

5

think fit and in particular for shares, debentures, or other securities of any othercompany having objects altogether or in part similar to those of this Company.

26. To improve, manage, work, develop, alter, exchange, turn to account, abandon

or otherwise deal with all or any part of the properties, rights and concessionsof the Company.

27. To provide for the welfare of the employees or ex-employees of the Company

and the wives, widows, families or dependents or connections of such personby building or contributing to the building of houses, dwellings or by grant ofmoney, pensions, gratuity, bonus payment towards insurance or other paymentor by creating from time to time, subscribing or contributing to, adding orsupporting provident funds or trusts or conveniences and by providingprovident funds or trusts or conveniences and by providing or subscribing orcontributing towards places of instruction or recreation, hospitals anddispensaries, medical and other attendance and other assistance as theCompany shall think fit.

28. Subject to the provisions of the Companies Act, 1956, to subscribe or

contribute or otherwise to assist or to guarantee money to charitable,benevolent, religious, scientific, national or other institutions or objects or anypublic, general or useful objects.

29. To distribute any of the properties of the company amongst the members In

specie or kind upon the winding up the Company.

30. To fabricate, purchase, construct, take on lease/rent, erect, maintain,machineries, plants, equipments, structurals, carriages related to the businessactivities of the company and to take on lease, purchase or otherwise acquirelands and other places including offshore areas which seem capable ofaffording a supply of natural gas and mineral oils.

31. To deal in or engage in the manufacture of materials required for the packingand preservation and dispatch of finished and unfinished goods, raw materialsand articles required by the Company, or produced by the Company.

C. OTHER OBJECTS NOT INCLUDED IN (A) AND (B)

32. To manufacture, buy, sell convert and fabricate, film bags, tubes, containers ofany size or shape, rigid, flexible or a composite of both, from anythermoplastics or thermosetting materials by the moulding, processing,extruding, blowing or any combination of the above and any other methods offorming or conversion and to undertake the sealing, printing, stamping,shaping, packing of articles mentioned above.

33. To promote, establish, acquire and run or otherwise carry on business of

manufacturers of and dealers in plastic products and materials, Thermoplasticand Thermosetting and of wax, bakelite, celluloid products, chemicals of allsorts and other articles of things and similar or allied products or processesand to sell, purchase or otherwise acquire or deal in materials or things inconnection with such trade, industry or manufacture.

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34. To carry on business of the manufacturers and dealers, importers andexporters of natural and synthetic resins, moulding powders, adhesives andcements, oil paints, distempers, cellular paints, colours, varnishes, enamels,gold and silver yeaf enamels, spirits and other allied articles.

35. To carry on the business of water proofers and manufacturers of IndianRubber, leather, imitation leather, leather cloth, plastics, oil cloth, linoleum,tarpaulins, hospital sheetings and articles made therefrom.

36. To carry on the business of manufacturers of and dealers in chemicals of any

nature and kind whatsoever and as wholesale or retail chemists, druggists,analytical or pharmaceutical chemists, drysalters, oil and colour men;importers, exporters and manufacturers of and dealers in alkalies, drugstanins, essences pharmaceutical, sizing, medicinal, chemical, industrial andother preparations and articles of any nature and kind whatsoever, mineral andother waters, soaps, cements, oils, fats, paints, varnishes, compounds rubberchemicals or preparations, drugs dyestuffs, organic or mineral, Intermediates,paints and colour grinders and of electrical, chemical photographical, surgicaland scientific apparatus and materials and to manufacture, refine, manipulate,import and deal in salts and marine minerals and their derivatives, by-productsand compounds of any kind whatsoever.

37. To carry on the business of mechanical engineers, machinists, fitters,

millwrights, founders, wire drawers, tube makers, metallurgists, saddlers,galvanizers, japanners, annealers, enamellers, electroplaters, painters andpacking case makers.

38. To carry on the business of electrical engineers and contractors, suppliers of

electricity, manufacturers of and dealers in railway siding, electric, magnetic,galvanic, and other apparatus, and suppliers of light, heat, sound and power.

39. To carry on the business of Financiers, Guarantee Brokers, Concessionaires

and Merchants.

40. To carry on business as Agents of all kinds and descriptions.

41. To Investigate, search, survey, prospect, explore, extract, drill, dig, raise, pump,product, refine, purify, separate, treat, process, blend, distribute, market, sell,pack and otherwise deal In mineral oils and their derivatives, by-products,mixtures in gaseous, liquid or solid forms.

42. To carry on business of manufacturing, producing, processing, treating,

making, taking on hire or otherwise acquiring, blending, formulating, packaging,finishing, distributing, selling, marketing, wholeselling, retailing, importing,exporting, buying, fabricating, assembling, servicing, repairing, maintaining, ofall types/grades, kinds, sizes and descriptions of photographic films, photopapers, chemicals, reagents, substances, equipments, instruments,accessories, raw materials for photographic goods, tools, apparatus, productsand supplies, for audio visual communications films and products, image anddocument production and copying and information gathering, recording,handling, storing, retrieval products.

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43. To manufacture, produce, make, extract, refine, purify, separate, process, treat,formulate, blend, buy, sell, market, distribute, export, import, store, pack andotherwise, deal in all types of gaseous, liquid or solid organic and inorganicchemicals, their compounds, derivatives and by products mixtures and finishedproducts thereof, including petrochemicals, fertilizers, pesticides, fungicides,weedicides, insecticides, and drugs intermediates, agrochemicals, fine anddyes and dye intermediates, plastics, polymers, bio-chemicals, detergents,cosmetics, glass and industrial chemicals.

44. To carry out investigation, basic and fundamental research, applied research,design development, experimental work, pilot plant work, commercial work,scale up works and every description in all branches of science, engineeringand technology for producing, discovering, invention, making improvements in,modifications to, effecting costs reduction or energy savings in all forms ofenergy including solar energy, nuclear energy, thermal energy, hydro electricenergy, energy from gases, minerals, chemicals, elements and compounds ofevery description.

45. To carry on the business of financing industrial enterprises relating to textile,

engineering, chemicals, automobiles and pharmaceuticals industries and alsoin respect of the objects of the company.

46. To act as recognised Trading House and for that purpose indent, buy, sell,

deal, import, export raw materials, commodities, products including agricultural,marine, meat, poultry and dairy products, metals, jewellery, pearls, stones,minerals, goods, articles, spare parts, appliances, machinery equipments asmay be authorised or permitted by Government through trade policies and alsoto act as an export House.

47. To establish, own, erect, acquire, work and manage veneer mills, plywood

factories and similar mills and factories and to peel produce, manufacture andprepare for market, store, stock, buy, sell, export, import, distribute, deal In andcarry on business in veneers, veneer products, veneer for teachests packingcases and commercial boards, decorative veneers, veneers for furniture andcabinet making and other purposes, teachests, commercial plywood, plywoodfor cabinet making, coach building, ship building, aeroplanes, partitions,panelling doors, windows and other construction purposes, decorative veneerboards, lamin boards, block boards, composite boards, bent wood, mouldedwood and articles of like nature.

48. To carry on business as timber merchants, saw mill proprietors and timber

growers and to buy, sell, grow, prepare for market manipulate, import, exportand deal in timber and wood of all kinds, and to manufacture and deal infurnitures of all kinds in the main manufacture of which timber or wood is used,and to carry on business as general merchants, and to buy clear, plant andwork timber estates.

49. To establish, conduct, acquire or carry on business as importers, exporters and

dealers of or otherwise of all kinds of marine products including fish, shrimps,frogs, lobsters, crabs, oysters and all other types of animals living in water orwater vegetation which may be useful to human life or otherwise for any otherpurpose.

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50. To deal in or engage in the manufacture of stainless steel items, utensils,engineering items.

51. To import equipment gadgets, and other highly sophisticated technical,hardware for setting up studios and to enter into collaboration with foreign TVstudios and Networks.

52. To set up, operate professional Television/Audio/Cine Studios for production of

Entertainment Shows, Sponsored Programmes, advertising films, Educationalfilms, feature films including Transfer of films to Video Cassettes.

53. To produce TV programmes, TV news coverage, Educational Programmes,

sports coverage and computer software for programmes connected therewith.

54. To import and export programmes for TV networks and other films forexhibition and to pay or earn royalties from TV and film music shows.

55. To carry on business as manufacturers and repairers of and dealers in motor

cars, lorries, bicycles, omnibuses, coaches caravans, ambulances, motorcycles and side cars, motor bicycles, tricycles, fans, wagons and vehicles of allkinds, airplanes, seaplanes, flying boats, airships, and other aircraft, motorboats, motor ships and vessels and accessories of all kinds and of and inrailways and tramway locomotive, carriages, trucks, and other vehicles.

56. To carry on the business of manufacturers, processors, fabricators, drawers,

rollers and re-rollers of ferrous and non-ferrous metals, steels, bi-metals,products, copper and copper alloys, alloy steels, special and stainless steelsshaftings, bars squares from scrap, sponge iron, pre-reduced pillers, billetsincluding manufacturing, processing and fabricating of pipes, utensil, wires,nails, wire ropes, wire products screws, expanded metal hinges, plates hoopsangles and to manufacture any other engineering products, including hospitalappliances and surgical instruments and to act as exporters and importers anddealers in all such and allied merchandise.

57. To carry on the business of spinnings, weaving, manufacturing, and/or dealing

in staple and synthetic fibre, artificial silk, cotton, and other fibres substancesand any yarn or textiles manufactured out of the said substances and thepreparation, knitting, dyeing, colouring, printing, washing, purifying, scouring,bleaching, wringing, drying, ironing, disinfecting, or any other processing of anyof the said substances or its products.

58. To export and promote the exports of all types of commodities, crops, minerals,

raw materials, semi and manufactured products, goods and ware, plant,machinery, tools and equipment, garments, apparel, goods and. beverages',canned provisions, raw cotton and cotton manufacturers, raw jute and jutemanufacturers, raw wool and wool manufacturers, raw silk and silkmanufacturers, textiles made out of natural and artificial fibres, handloomtextiles, cottage industries ware, cotton waste, tea, minerals and ores, ferrousand non-ferrous metals; metal manufacturers, coffee, tobacco and tobaccomanufacturers, spices, shoes and leather ware, timber, automobiles andtrucks, diesel engines, pumps, agricultural implements, electric motors,

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transformers, switchgears and accessories, building hard ware, furniture,electrical appliances, paper and paper products, all types of machinery andmachine tools, dyes, chemicals, colors, paints, varnishes, books and stationeryitems, glassware, pottery, table ware, scientific instruments, bicycles, auto-scooters, automobile, and truck spare parts, synthetic products, handicrafts,rubber manufacturers, tyres, cords, tubes, typewriters, refrigerators, office steelfurniture, equipment, and appliances and other articles, products, materialsand substances of all types and descriptions, to all parts of the World.

59. To carry on the business of and act as organisers and developers of lands,

estates, properties, co-operative housing societies, associations, housingschemes, shopping-office complexes, townships, farms, farm houses, holidayresorts, hotels, motels and to deal with and improve such properties either asowner or as agents.

60. To carry on the business as refrigerating engineers and leasors of cold storagespaces, to erect, maintain and operate cold storage depots and to engage incold storage trade in all its branches.

61. To carry on the business of the agriculturists, planters, cultivators, farmers and

to plant, cultivate and purchases all kinds of food grains and food stuffs, seeds,vegetables, fruits, grass, timber, bamboo, straw, cotton, jute, rubber, sugarcane, tea, flowers, coffee, coconuts, cashew nuts, tobacco and other articlesthat are the produce of land or soil and to sell, purchase and deal in the sameas principals or agents and to carry on business as dealers in and producers ofdairy, farms and garden produce of all kinds, and in particular milk, cream,butter, ghee, cheese, poultry and eggs, fruits and vegetables.

62. To carry on the business of manufacturers, importers, exporters, assemblers,

hirers, and repairers of and/or dealers in and marketing and distributing of allkinds of electronic equipments, appliances and machineries including butwithout limiting the generality, fascimile machines, data communicationequipments, automatic and semi-automatic washing machines, video cassettereceivers-players, computers and computer periphera, softwares andhardwares, computer parts, data transmission circuit, audio visual equipmentsand consumer electronics, radio, receivers, television receivers, televisionpicture tubes, tape-recorders, record changers, professional and defenceelectronics, test and measuring instruments, entertainment instruments, digitaland analytical instruments, electronic, environmental and pollution measuringinstruments, photocopying machines and other office equipments, electronicdesk calculators, scillios copes and associated instruments, process controlsystems, industrial electronics, medical electronic equipments, electro devices,audio record/play back systems, closed circuit T.V., aerospace electronics, geoscience electronics, broad casting electronics and accessories, componentsand spare parts thereof.

63. To design, manufacture, assemble, repair, contract for, buy, sell, let out on hire

and generally deal in automobiles of all types and all other motors andengines, agricultural tractors, and implements and other machinery, boats,magnetos, plant, planes, propellers, air, steam, gas, water and other gauges,indicators, governors, injectors, high and low pressure and other valves,wheels, carburettors, sparking plugs, clutches, cocks, unions, chucks, stocks,

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dies, springs, ramps, screws, pistons, chains, stay-rods, wires, fans, forges,bolts, nuts, washers, studs, drillpins, rivets, hinges, nails, spikes, variable andother gears, buffers, stops, metal, timber, canes, asbestos, canvas, and otherfabrics, linen, radiators, pulleys, belts and belt fastners, canopies, hoods, windand other screens and shields, pumps, lamps, bulbs, glass, mirrors, bumpers,number-plates, horns, batteries, radiators, mascots, luggage carriers, subparts,picnic cases, tools, silencers, petrol tanks, chassis, mats, and rugs, rims,spoke, cranks cases, and gear boxes, commodities, wares, petrol and otherfuel, accessories, appliances, and tools of every description, whether for use inconnection with automobiles, aeronautics, shipping, munitions of war,engineering or otherwise howsoever; and all kinds of straight, bent, woven,fortified, screwed and other wire work, and all other allied goods, materials,parts, utensils, compounds and accessories or requirements.

64. To carry on the business of manufacturing, buying, selling, reselling,

exchanging, altering, importing, exporting, improving, assembling, distributing,hiring on hire purchase system or otherwise and dealing in a. Radios of all types and designs, packages of component parts thereof,

radiogramophones, television equipment, electrical equipment, electricmotors, dynamos, electric instruments, appliances, apparatus, accessoriesthereof, electric wiring accessories, loud-speaking telephones, broadcastapparatus, electric fans, telegraph, apparatus of all kinds.

b. Broadcasting studio equipment, moving coil microphones and head

receivers, speech input equipment (mixers, amplifiers, and automaticswitching equipment) disc-recording and reproducing equipment.

c. Carrier telephone and telegraph equipment, current telephone andtelegraph equipments, composite telephone and telegraph equipments,telephone repeater-equipments, voice frequency telegraph system(multichannel), voice frequency teleprinter switchboards.

d. Radio transmitting and receiving apparatus, commercial radio receivers,

high power radio telephone telegraph transmitters for radio links, mediumand short wave radio broadcasting transmitters, medium and low powergeneral purpose and mobile transmitters, multi-channel U.S.A. radio links.

e. Telephone exchanges, apparatus, public telephone exchange system

(automatic and manual) trunk or toll exchange, including frequencysignalling equipment, private telephone systems (automatic and manual)with or without exchange service, small intercommunicating systems,loudspeaking telephones for private systems, telephone apparatus fortelephone and general purposes, telephone sets and associated apparatus.

f. Railway telephone systems, train despatching systems, train and traffic

control.

g. Electronic devices photo-electric cells.

h. High tension and low tension transformers of all types and designs,voltages and wattages, electrical machinery and all kinds and types, such

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as motors, dynamos, alternators of all voltages and capacities, electricswitchgear both high and low tension suitable for alternating current anddirect current, combustion engines capable of working from petrol,kerosene, crude oil, gas and steam, of all types and sizes.

65. To manufacture, assemble, trade and deal in Computers, Word Processors,computerised or electronic Typewriters and Data Processing Machines, VideoDisplays, Screen-Displays, Key-boards, disc drives, floppy discs, DiscSystems, documentation search systems, phonographs records, Disc rotates,Integrated soft-ware based systems, operating modes, printers, daisy wheels,accessories, components and spares and all paraphernalia relating thereto.

66. To carry on the business of sizers, texturisers, spinners, weavers,

manufacturers, twisters, of various kinds of yarns silk, rayon, nylon, strechlon,man-made, staple fibres, wool and librous materials and the business ofmanufacturing, texturising, spinning, weaving, combing, ginning, pressing,twisting, doubling, bleaching, mercerizing, scouring finishing, packing, balingand selling cloth of all types, linen and fabrics of all types, whether knitted orlooped and of importing, exporting, buying, selling and/or dealing in silk, artsilk, rayon, nylon, strechlon man-made synthetic fibres, staple libres, wool,hemp and other fibrous materials cloth, linen, rayon and to buy, sell, import/export act as agents and/or to deal in finished fabrics/grey fabrics made ofcottonblended worsted/synthetics; cottonblended/worsted/polyester filamentyarn or partially oriented yarn and other kinds of yarn, and generally to carry onthe business of processors, dyers, sizers, manufacturers and/or dealers inlinen, hemp, silk artificial silk, rayon, man-made synthetic fibres, staple fibres,wool and cloth merchants, cleaners, combers, spinners, weavers, bleachers,dyers; printers, sizers, importers, exporters, materials and to transact all andpreparing process and to give any special treatment to any of the abovereferred materials at any stage of production such as texturising, dyeing,twisting, testing, crimping on own materials.

67. To carry on the activity of coning in the manufacture or production or process

of various kinds of textile yarn, made of polyester filament, synthetic fibre,artificial, silk, cotton and other fibre substance, staple fibre, wool, hemp, rayon,nylon, linen, strechlon, flax and other yarn made of any other substance usedin the manufacture or process or production of fabrics of all types.

68. To manufacture, export, import or otherwise to deal in carpet.

69. To carry on the business of running hospitals, nursing homes, clinics,

dispensaries, maternity homes, child welfare and family planning centres,diagnostic centres, pathological laboratories, IVF clinics and also to carry onthe business of running creches.

70. To buy, sell, import/export, act as agents and/or to deal in finished fabrics/ grey

fabrics made of cotlon/blended worsted/synthetics, cotton/blended/worsted/polyester filament yarn or partially oriented yarn and other kinds ofyarn, OJ-Methyl terephthalate, PurTerphthalic Acid, and Mono EtheyeleneGlycol High Density polyethylene, Low Density Polyethylene, Linear AlkylBenzene Paraxylene and Poly Vinyl Chloride and any sorts of dyes andchemicals in India or any other parts of the world.

12

IV. The liability of the Members is limited.

V. (a) The Authorised Share Capital of the Company is Rs. 620,00,00,000/- (Rupees

Six Hundred Twenty Crore) consisting of 62,00,00,000 (Sixty two Crore) Equity

shares of Rs. 10/- (Rupees Ten) each, with power to the Board to increase or

reduce the Capital of the Company and to divide the Shares in the Capital for the

time being into several classes and to attach thereto respectively such

preferential, deferred, qualified or special rights, privileges or conditions as may

be determined by or in accordance with the Articles of Association of the

Company and to vary, modify, amalgamate or abrogate any such rights,

privileges or conditions in such manner as may be for the time being be provided

by the Articles of Association of the Company.*

(b) Minimum paid-up capital of the Company shall be Rs.1,00,000/- (Rupees OneLac).

.............................

* The Authorised Share Capital of the Company of Rs. 5,00,000 at the time of incorporation was modified by

passing requisite resolution at the meeting of the members. The details of the modified authorised capital since

incorporation till date is stated herein below:

(Amount in Rupees)

Date of

Modification

Equity Share Capital Preference Share

Capital

Total Authorised Capital

Original Share Capital at the time of Incorporation

- 5,00,000 - 5,00,000

Subsequent Modifications

February 21, 2012 21,00,00,000 - 21,00,00,000

October 8, 2012 130,00,00,000 - 130,00,00,000

October 30, 2015 460,00,00,000 - 460,00,00,000

August 05, 2016 620,00,00,000 - 620,00,00,000

13

We, the several persons whose names and addresses are subscribed are desirous ofbeing formed into a Company in pursuance of this Memorandum of Association, andwe respectively agree to take the number of shares in the capital of the Company setopposite our respective names.

Sr.No.

Names, address, description and occupation of each subscriber

Number ofEquity

Shares takenby each

subscriber

Signature ofeach

subscriber

Signature, name, address,description and

occupation of witness

1. 2.

Reliance Industrial Investments And Holdings Limited3rd Floor Maker Chamber IV,222, Nariman Point, Mumbai – 400021

CIN: U65910MH1986PLC041081

Occupation : Business

Signed on behalf of the Company by Kalpana Srinivasan

Authorised Representative residing at Flat no 402, Plot A -213Sector – 20, Nerul, Navi Mumbai -400706Maharashtra, India

Daughter of Dhirubhai Dave

Occupation : Service

As per Resolution dated 23/12/2011 Reliance Elastomers Private LimitedAvdesh House, 3rd FloorPritam Nagar, Ellisbridge,Ahmedabad -380006, Gujarat

CIN: U24130GJ1991PTC016096

Occupation : Business

Signed on behalf of the Company by Shri R.D. UdeshiAuthorised Representative residing atShanti Apts, Flat No.50298, Walkeshwar RoadMumbai – 400026, Maharashtra

Son of Shri Dwarkadas M Udeshi

Occupation : Service

As per Resolution dated 22/12/2011

5000 (FiveThousand) 5000(FiveThousand)

Sd/- for RelianceIndustrialInvestmentsAnd HoldingsLimited

Sd/-

for RelianceElastomersPrivate Limited

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Place: Mumbai

Dated: 1-2-2012

ARTICLES OF ASSOCIATION OF

RELIANCE SIBUR ELASTOMERS

PRIVATE LIMITED

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

RELIANCE SIBUR ELASTOMERS PRIVATE LIMITED

1. The Regulations contained in Table 'A' in Schedule I to the Companies Act, 1956, shall apply so far as they are applicable to a Private Limited Company and so far onlyas they are not inconsistent with any of the provisionscontained in these Articles.

Provisions of Table“A” applicable

2. Clause Nos. 2, 5, 13 to 18, 21, 61, 66, 71, 83, 84 and 99 of Table ‘A’ in Schedule I to the Companies Act, 1956 shall not apply to this Company. The provisions of Section 171 and Sections 173 to 175 of the CompaniesAct, 1956, shall not apply to this Company.

Certain Clauses ofTable “A” and Actnot applicable

INTERPRETATION

3. In the interpretation of these Articles:

(a) Headings, underlined and bold typeface are onlyfor convenience and shall be ignored for thepurpose of interpretation of these Articles;

(b) In these Articles, unless the context otherwiserequires:

(i) any use of the singular shall include the pluraland vice versa;

(ii) any reference to the masculine, the feminineor the neuter shall include each other;

(iii) the terms “hereof”, “herein”, “hereby”,“hereto”, “hereunder” and derivative or similarwords refer to this entire Articles or specifiedArticle of these Articles, as the case may be;

(iv) the terms “Article” and “Annexure” refer to thespecified Article and Annexure respectively of

Interpretation

these Articles;

(v) reference to Applicable Law or to anyprovision thereof shall include references toany such Applicable Law as it may, after thedate hereof, from time to time, be amended,supplemented or re-enacted, and anyreference to statutory provision shall includeany subordinate legislation made from time totime under that provision;

(vi) reference to the words “include”, “including”and similar terms shall be construed withoutlimitation;

(vii) if a period of time is specified as from a givenday, or from the day of an act or event, it shallbe calculated exclusive of that day;

(viii) references to these Articles include theseArticles as amended or supplemented inaccordance with its terms;

(ix) references in these Articles to any agreementor other instrument (other than an enactmentor statutory provision) shall be deemed to bereferences to that agreement or instrument asfrom time to time amended, varied,supplemented, substituted, novated orassigned;

(x) a Director is "appointed" by a Shareholder orShareholder Group if he/she is elected to theBoard following his/her nomination by thatShareholder or Shareholder Group ascontemplated by Article 29;

(xi) in calculations of Shareholding Percentages,references to a “fully diluted basis” mean thatthe calculation should be made assuming thatall outstanding Securities which are capableby their terms of being converted, exercisedor exchanged for Shares (whether or not bytheir terms then currently convertible,exercisable or exchangeable), have beenconverted, exercised or exchanged forShares;

(xii) whenever any payment is to be made underthese Articles on a day other than a BusinessDay, such payment shall be made on theimmediately following Business Day; and

(xiii) the Annexures hereto shall constitute anintegral part of these Articles.

(xiv) Unless the context otherwise requires, wordsor expressions contained in these Articlesshall bear the same meaning as in the Act.

DEFINITIONS

4. In these Articles, except where the context otherwise requires, the following capitalized words andexpressions shall have the following meaning

“Acceptance Notice” shall have the meaning set forthin Article 27(c)(i)(a) or (b), or Article 28(c)(i)(a), as thecase may be;

“Act” means the (Indian) Companies Act, 1956 andshall include any statutory amendment or re-enactmentthereof from time to time;

“Affiliate” in relation to a Party, means any Person,directly or indirectly Controlling, Controlled by, or undercommon Control with, that Party;

“Agency Agreements” means the Reliance AgencyAgreement and the SIBUR Agency Agreement,collectively;

“Agreed Form” means, with reference to a document,that document having been initialled as accepted by theparties to the Agreement;

“Agreement” means the joint venture and shareholdersagreement dated 21 February, 2012 between RelianceIndustrial Investments and Holdings Limited, QuizolVentures Limited and the Company, including theAnnexures thereto, as amended or modified from timeto time in accordance with the terms thereof which interalia deals with the incorporation of the Company andmanagement of the affairs thereof;

“Alternate Director” shall have the meaning set forth in

Definitions

Article 31;

“Adjusted Project Funding Requirement” shall havethe meaning set forth in Article 40(b)(i)(b);

“Applicable Law” means any statute, law, regulation,ordinance, rule, judgment, order, decree, by-law,approval from the concerned authority, governmentresolution, order, directive, guideline, policy,requirement, or other governmental restriction or anysimilar form of decision of, or determination by, or anyinterpretation or adjudication having the force of law ofany of the foregoing, by any concerned authority havingjurisdiction over the matter in question;

“Appointing Shareholder” shall have the meaning setforth in Article 54(b);

“Articles” means the articles of association of theCompany, as amended from time to time;

“Auditors” means such firm which is appointed asauditor of the Company from time to time.

“Available Cash” shall have the meaning set forth inArticle 50(c);

“BEP” means the basic engineering package asmutually agreed between the parties pursuant to awritten agreement;

“BEP Funding Requirement” means the amount ofcash contributions to be made by the Shareholders tothe Company, including for the purposes of completionof the BEP, the Company’s licensing and engineeringexpenses and any advance payments for equipmentwith a long lead time, all as specified in the BusinessPlan, plus any incremental funding requirement of up to10%;

“BEP Funding Requirement Period” means the periodspecified in the first Business Plan annexed to theAgreement during which the BEP Funding Requirementis required to be funded to the Company;

“BEP Stage Exit Notice” shall have the meaning setforth in Article 9(d)(i) or (ii);

“Big Four” means Deloitte Haskins & Sells,PriceWaterhouseCoopers, Ernst & Young and KPMG(or an affiliate firm of any one of them in India);

“Board” means the Board of Directors of the Company;

“Business” means the business of the Company;

“Business Day” means any day (other than a Saturdayor Sunday) on which commercial banks are open fornormal business in Mumbai, India, Nicosia, Cyprus andMoscow, Russian Federation;

“Business Plan” shall have the meaning set forth inArticle 6;

“Butyl Rubber” means isobutylene isoprene rubber;

“Buyer” shall have the meaning set forth in Article55(a);

“Call Option” shall have the meaning set forth in Article53(c)(i);

“CEO” means the Chief Executive Officer of theCompany;

“CFO” means the Chief Financial Officer of theCompany;

“Chairman” shall have the meaning set forth in Article30;

“Closing” shall have the meaning given to such term inthe Share Subscription Agreement;

“Commitment Notification” shall have the meaning setforth in Article 9(a)(i);

“Company” means Reliance Sibur Elastomers PrivateLimited;

“Continuing Shareholder” shall have the meaning setforth in Article 9(d);

“Control” (and the terms “Controlling”, “Controlled by”and “under common Control with”) with respect to anyPerson, means the possession, directly or indirectly, of

the power to direct or cause the direction of themanagement and policies of such Person, whetherthrough ownership of voting securities or otherownership interests or by contract or otherwise;

“Cost Value” means the aggregate of the capitalinvestments made by the SIBUR Shareholders in theCompany by subscribing to and paying for itsSecurities;

“Deadlock” shall have the meaning set forth in Article40(a), or Article 40(b)(i)(c) and (ii)(c), as the contextmay require;

“Deed of Adherence” means a deed of adherencesubstantially in the form set out in the Agreement;

“Defaulting Party” shall have the meaning set forth inArticle 52;

“Defaulting Party’s Shares” shall have the meaningset forth in Article 53(c)(i);

“Director” means a director on the Board;

“Drag-along Notice” shall have the meaning set forth inArticle 28(c)(iv)(a);

“Drag-along Shares” shall have the meaning set forthin Article 28(c)(iv)(a);

“Due Date” shall have the meaning set forth in Article9(h);

“Duplicate Relevant Certificates” shall have themeaning set forth in Article 57(d)(ii);

“Encumbrance” means any mortgage, charge, pledge,lien, hypothecation, usufruct, retention of title, right offirst refusal or other security interest, or any pre-emptiveright, option, covenant, equity, restriction, privilege,power of sale, claim or right, whether imposed bycontract, Applicable Law or otherwise of an agreement,arrangement or obligation to create any of theforegoing, save as imposed pursuant to the Agreementor these Articles;

“Fair Market Value” means the price per Share

determined in accordance with Article 54;

“Facility” means the Butyl Rubber manufacturing plantmutually agreed and identified by the Parties pursuantto a written agreement;

“FEMA” means the (Indian) Foreign ExchangeManagement Act, 1999 and shall include any statutoryamendment or re-enactment thereof from time to time;

“Financial Year” means the period of twelve (12)months commencing on 1 April of a calendar year andending on 31 March of the succeeding calendar year;

“First Adjourned Meeting” shall have the meaning setforth in Article 43(e)(i) and 44(c)(i);

“Fundamental Breach” shall have the meaning setforth in Article 53(a);

“Funding Commitment” shall have the meaning setforth in Article 9(a);

“Funding Default” shall have the meaning set forth inArticle 9(i);

“Funding Shareholder” shall have the meaning setforth in Article 9(i);

“GAAP” means the generally accepted accountingprinciples as prescribed by the Applicable law in India;

“Halo Butyl Project” means the activity of theCompany relating to technology evaluation,engineering, construction and setting up of a facilityproducing Halo Butyl Rubber within the Reliance SellingRegion;

“Halo Butyl Rubber” means halogenated isobutyleneisoprene rubber;

“IFRS” means International Financing ReportingStandards, International Accounting Standards andInterpretations of those standards issued by theInternational Accounting Standard Boards and theInternational Financial Reporting InterpretationsCommittee and their predecessor bodies;

“Indian Entity” means:

a) Persons resident or incorporated in India;

b) Persons who are not resident or incorporated inIndia but are ultimately Controlled by Persons ofIndian Origin and/or Persons resident orincorporated in India; and

c) Persons of Indian Origin;

“Inability Notification” shall have the meaning set forthin Article 9(a)(ii);

“Independent Valuer” shall have the meaning set forthin Article 54(f);

“Initial Project Funding Requirement” means thefunding requirement for setting up the Facility, includingthe BEP Funding Requirement, as set out in the firstBusiness Plan annexed to the Agreement, plus anyincremental funding requirement of up to 10%;

“Insolvency Event” means, in relation to a Shareholderor its holding company, the occurrence of any one ofthe following circumstances:

a) the entity being declared by a competent court tobe unable to pay its debts when due;

b) a liquidator or provisional liquidator or receiver orsimilar officer being appointed over the whole orpart of its assets under the applicable insolvencylaws and such appointment is not vacated orstayed within a period of 60 days of suchappointment; or

c) a resolution being passed by it or order beingmade by a competent court for its winding up;

“Isobutylene Supply Agreement” means theisobutylene supply agreement entered into betweenReliance Industries Limited and the Company on 21February, 2012;

“Joint Approval Transactions” shall mean contractsbetween the Company on the one hand, and (i) itsdirectors (or their Affiliates), or (ii) its Key Managerial

Personnel (or their Affiliates); provided however anycontract between the Company on the one hand and itsKey Managerial Personnel on the other hand relating toor connected with the employment of the KeyManagerial Personnel shall not be a Joint ApprovalTransaction;

“JV Group” means the Company and its subsidiaries(whether wholly owned by the Company or not) fromtime to time;

“Key Managerial Personnel” shall have the meaningset forth in Article 36;

“Lock-in Period” shall have the meaning given inArticle 25(a)(i);

“Memorandum” means the memorandum ofassociation of the Company, as amended from time totime;

“NIOST” means LLC NIOST, a company incorporatedand existing under the laws of Russian Federation andhaving its registered office at 634067, RussianFederation, Tomsk, Kuzovlevsky trakt, 2;

“Nominated Representative” shall have the meaningset forth in Article 69(a);

“Non-Appointing Shareholder” shall have themeaning set forth in Article 54(b);

“Non Funding Shareholder” shall have the meaningset forth in Article 9(i);

“Non-Defaulting Party” shall have the meaning setforth in Article 52;

“Non-Defaulting Party’s Shares” shall have themeaning set forth in Article 53(c)(ii);

“Non-Surrender Event” shall have the meaning setforth in Article 57(d);

“Notification Date” shall have the meaning set forth inArticle 27(c)(i) or (ii), or Article 28(c)(i)(a), as the casemay be;

“Offer” shall have the meaning set forth in Article28(b)(i);

“Offeror” shall have the meaning set forth in Article27(a) or Article 28(a), as the case may be;

“Operations Commencement Date” shall have themeaning set forth in the Technology LicenceAgreement;

“Operations Stage” means the period commencing onthe Operations Commencement Date;

“Operating and Marketing Plan” shall have themeaning set forth in Article 6(a)(ii);

“Outgoing Shareholder” shall have the meaning setforth in Article 9(d);

“Party” shall have the meaning as ascribed under theAgreement;

“Permitted Condition” means a bona fide consent,clearance, approval or permission required underApplicable Law necessary to enable the relevantPerson to complete a transfer of shares;

“Person” means any individual, joint venture, company,corporation, partnership (whether limited or unlimited),proprietorship, trust or other enterprise (whetherincorporated or not), Hindu undivided family,association, government (central, state or otherwise), orany agency, department, authority or politicalsubdivision thereof, and shall include their respectivesuccessors and in case of an individual shall includehis/her legal representatives, administrators, executorsand heirs and in case of a trust shall include the trusteeor the trustees for the time being;

“Pre-Marketing Agreement” means the pre-markingagreement entered into between Reliance IndustriesLimited and SIBUR International GmbH on 21 February,2012;

“Pricing Guidelines” means the guidelines for pricingof share transfers as between residents and non-residents of India, as prescribed from time to time by

the Reserve Bank of India;

“Prohibited Persons” means in relation to the SIBURShareholders any of the Persons notified in a list byReliance to SIBUR and in relation to the RelianceShareholders any of the Persons notified in a list bySIBUR to Reliance, each of which list may contain amaximum of three (3) Persons, and may be amendedtwice in each Financial Year by the Party providing suchlist (provided that (i) such amendment shall not includeany Person after SIBUR or Reliance, as the case maybe, has indicated to the other party and the Company inwriting that it has commenced negotiations for sale ofthe Securities with such Person and (ii) after theamendment the list may contain no more than three (3)Persons), and each such notified Person shall includethe Affiliates of such notified Person;

“Project Stage” means the period commencing onClosing and ending on the day prior to the OperationsCommencement Date;

“Put Notice” shall have the meaning set forth in Article27(d);

“Put Option” shall have the meaning set forth in Article53(c)(ii);

“Put Shares” shall have the meaning set forth in Article27(d);

“Qualifying Shareholding” means not less than 25.1 %of the Shares of the Company;

“Referral Period” shall have the meaning set forth inArticle 40(d);

“Related Party Transactions” means any transactionsbetween the Company and (i) any member of theReliance Group; or (ii) any member of the SIBURGroup, except transactions which are entered intobetween the Company and all its Shareholders on sameterms;

“Relevant Certificates” shall have the meaning setforth in Article 57(b);

“Relevant Notice” shall have the meaning set forth in

Article 55(b);

“Relevant Securities” shall have the meaning set forthin Article 55(c);

“Relevant Time” shall have the meaning set forth inArticle 55(d);

“Reliance” means Reliance Industrial Investments andHoldings Limited;

“Reliance Agency Agreement” means the agencyagreement entered into between Company andReliance Industries Limited on 21 February, 2012;

“Reliance Group” means Reliance and its Affiliatesfrom time to time (but excluding the JV Groupmembers);

“Reliance Revised Offer” shall have the meaning setforth in the Agreement;

“Reliance Selling Region” shall have the meaning setforth in the Agreement;

“Reliance Shareholders” means Reliance and itsAffiliate Shareholders;

“Reserved Matters” means matters listed in Article 39.It is clarified that if any of the matters listed in Article 39is also a Related Party Transaction, then suchtransaction shall not be considered to be a ReservedMatter, and shall be decided by the Parties as a RelatedParty Transaction;

“Second Adjourned Meeting” shall have the meaningset forth in Articles 43(e)(ii) and 44(c)(ii);

“Second Valuer” shall have the meaning set forth inArticle 54(b);

“Secondment Agreement” means the secondmentagreement entered into between Sibur Holding or itsAffiliate and the Company on 21 February, 2012;

“Secretary” means any individual possessing theprescribed qualifications and appointed by whateverdesignation called to perform the duties, which may be

performed by a Secretary under the Act and any otherministerial or administrative duties.

“Securities” means any and all equity shares or otherinterests in charter or equity capital (including Shares)and any option, warrant or other security or right whichis directly or indirectly convertible into or exercisable orexchangeable for any equity shares or other interests inequity or charter capital (including Shares) (and theterm “Security” shall be construed accordingly);

“Selling Shareholder” shall have the meaning set forthin Article 55(e);

“Service Agreement” means the service agreemententered into between the Company and RelianceIndustries Limited on 21 February, 2012;

“Share Capital” means the issued equity share capitalof the Company, from time to time;

“Share Subscription Agreement” means the sharesubscription agreement entered into between RelianceIndustrial Investments and Holdings Limited, SIBUR,and the Company dated 21 February, 2012;

“Shareholder” or “Member” means a Person holdingSecurities in accordance with the Agreement being,immediately after Closing, Reliance and SIBUR, andsubsequent to that any Person holding Securities thathas executed a Deed of Adherence;

“Shareholder Group” means the SIBUR Shareholdersor Reliance Shareholders, as the context may require;

“Shareholders’ Meeting” means a meeting of theShareholders and shall include an annual generalmeeting and an extraordinary general meeting;

“Shareholding Percentage” means the percentage ofthe Share Capital held by a Shareholder in theCompany on a fully diluted basis;

“Shares” means equity shares in the Share Capital ofthe Company;

“SIBUR” means SIBUR Investments AG;1

1 Substituted vide Special Resolution passed at the Extraordinary General

Meeting of the Shareholders of the Company held on August 30, 2013.

“SIBUR Agency Agreement” means the agencyagreement entered into between Company and SIBURHolding on 21 February, 2012;

SIBUR Group” means SIBUR Holding and its Affiliatesfrom time to time (but excluding the JV Groupmembers);

“SIBUR Holding” means JSC SIBUR Holding, a closedjoint stock company incorporated and existing under thelaws of Russian Federation and having its registeredoffice at 190000, Russian Federation, Saint Petersburg,Galernaya str. 5A;

“SIBUR Shareholders” means SIBUR Holding and itsAffiliate Shareholders;

“Subsidiary” means a direct or indirect wholly ownedsubsidiary of the Company;

“Tag-along Shares” shall have the meaning set forth inArticle 28(c)(iii);

“Tag-along Notice” shall have the meaning set forth inArticle 28(c)(iii);

“Technology License Agreement” means thetechnology license agreement entered into between theCompany, NIOST, SIBUR Holding and RelianceIndustries Limited on 21 February, 2012;

“Termination Price” shall have the meaning set forth inArticle 53(d);

“Third Adjourned Meeting” shall have the meaning setforth in Article 43(e)(iii) and 44(c)(iii);

“Third Party” means any Person not being Company, amember of the SIBUR Group or a member of theReliance Group;

“Third Party Offer” shall have the meaning set forth inArticles 27(a) or 28(a), as the case may be;

“Third Party Offer Price” shall have the meaning setforth in Articles 27(a) or 28(a)(ii), as the case may be;

“Transaction documents” means (i) the Share Subscription Agreement, (ii) the Technology LicenseAgreement, (iii) the Isobutylene Supply Agreement, (iv)the Agency Agreement, (v) the Service Agreement, (vi)

Pre-Marketing Agreement, (vii) the Secondment Agreement,(viii) the Joint Venture and Shareholders’ Agreement, (ix)the Novation and Amendment Agreement executed on July12, 2013 to the Joint Venture and Shareholders’Agreement, and (x) the Novation and AmendmentAgreement executed on July 12, 2013 to the Deed ofUndertaking; 2

“Transfer” means to transfer, sell, assign, pledge,hypothecate, create an Encumbrance, create a securityinterest in or lien on, place in trust (voting or otherwise),transfer by operation of Applicable Law or in any other wayor dispose of, whether or not voluntarily;

“Transferee” shall have the meaning set forth in Article26(a);

“Transfer Date” shall have the meaning set forth in Article56(b)(i);

“Transfer Notice” shall have the meaning set forth inArticle 27(b) or 28(b), as the case may be;

“Transfer Shares” shall have the meaning set forth inArticle 27(a) or 28(a), as the case may be;

“Transferor” shall have the meaning set forth in Article26(a);

“Valuer” shall have the meaning set forth in Article 54(a);and

“Valuer Appointment Commencement Date” shall havethe meaning set forth in Article 54(a).

PRIVATE COMPANY

5. The Company is a Private Company within the meaningof Section 3(1)(iii) of the Act and accordingly:

(a) The right to transfer shares of the Company is restricted in the manner hereinafter provided.

(b) The number of Members of the Company(exclusive of persons who are in the employmentof the Company and persons, who having beenformerly in the employment of the Company wereMembers of the Company while in thatemployment and have continued to be Membersafter the employment ceased) shall be limited to

2Substituted vide Special Resolution passed at the Extraordinary General

Meeting of the Shareholders of the Company held on August 30, 2013.

Company to bea PrivateCompany

fifty:

(c) Provided that where two or more persons hold oneor more shares in the Company jointly, they shallfor the purpose of this Article be treated as a singleMember.

(d) No invitation shall be issued to the public tosubscribe for any shares in, or debentures of theCompany.

(e) The Company shall not invite or accept depositsfrom persons other than its Members, Directors ortheir relatives.

BUSINESS PLAN

6. (a) The Company will conduct its Business in accordance with a five (5) year “rolling” businessplan approved by the Board annually (“BusinessPlan”), which shall include:

(i) a financial forecast for the said five (5) yearsand each financial year to which the BusinessPlan relates;

(ii) an operating and marketing plan containingindicative proposals for Butyl Rubber salesallocation on the basis of geography(“Operating and Marketing Plan”);

(iii) an estimated cash flow budget for the saidfive (5) years and each Financial Year towhich the Business Plan relates; and

(iv) a capital and operating expenditure budgetfor the said five (5) years and each financialyear to which the Business Plan relates.

(b) The format of the Business Plan shall be in anAgreed Form. The initial Business Plan shall be asper the Agreement. The initial Business Planreproduces the ‘General Principles of MarketingStrategy’ for the Company as are set out in theAgreement, which shall be the guiding principlesfor the Company to prepare the Operating andMarketing Plan. The Parties agree that themodification and/or amendment of such ‘General

Principles of Marketing Strategy’ shall be aReserved Matter. It is clarified that though theOperating and Marketing Plans will be a part of theBusiness Plan, changes to the Operating andMarketing Plans shall not be a Reserved Matterand the Company shall be entitled to modify thesame from time to time, based on business andmarket conditions and the General Principles ofMarketing Strategy. The Parties agree that thefirst Business Plan will contain (i) the BEP FundingRequirement, and (ii) the Initial Project FundingRequirement, as agreed between the Parties as onthe date hereof.

(c) The Chief Executive Officer and the ChiefFinancial Officer will, at least sixty (60) days priorto the commencement of each financial year,present a draft Business Plan to the Board for thenext five (5) years, which the Board shall reviewand approve at least thirty (30) days prior to thecommencement of such financial year.

SHARE CAPITAL

7. (a) The Authorised Share Capital of the Company shall be as specified in Clause V of theMemorandum of Association of the Company.

(b) The Paid-up Share Capital of the Company shall be minimum of Rs. 1,00,000/- (Rupees One lakhonly).

(c) The Shareholding Percentage of the Shareholdersas on the date of coming into effect of theseArticles is as follows:

Reliance 74.9%

SIBUR 25.1%

Share Capital

SHARES

8. (a) Subject to the provisions of the Act, the rules made thereunder, the Applicable Law and these Articles, the Company may issue shares, either equity or preference, with differential rights as to dividend, voting or with no voting rights or otherwise as may

Authority to IssueShares withDifferential VotingRights

be determined by the Board.

(b) Subject to the provisions of Section 80 of the Act and these Articles, the Company shall have the power to issue preference shares which, are liable to be redeemed and the redemption of preferenceshares may be effected in accordance with theterms and conditions of their issue and failing that,in such manner as the Board may think fit.

Issue andRedemption ofPreference Shares

CAPITAL CALLS AND FURTHER FINANCING

9. (a) The funding requirements specifically set out in each Business Plan, and, any incremental fundingrequirements from time to time of up to 10% of therequirements set out in such Business Plan(together, “Funding Commitment”), will bebinding on each Shareholder Group; provided that,in respect of the first Business Plan of theCompany, the Funding Commitment shall initiallybe limited to the BEP Funding Requirement. EachShareholder Group will, within 30 (thirty) days fromthe expiry of the BEP Funding RequirementPeriod, notify in writing the other ShareholderGroup and the Company of:

(i) its commitment to adhere to the thenremainder of the Initial Project FundingRequirement and the Business Plan(“Commitment Notification”); or

(ii) its inability to continue to adhere to the thenremainder of the Initial Project FundingRequirement and the Business Plan(“Inability Notification”).

(b) If both Shareholder Groups have made aCommitment Notification under Article 9 (a) (i); or ifneither Shareholder Group have made anynotification under Article 9 (a) (i) or Article 9 (a) (ii);or, if one Shareholder Group has made aCommitment Notification but the other ShareholderGroup has not made any notification under Article9 (a) (i) or Article 9 (a) (ii), then the then remainderof the Initial Project Funding Requirement and the

Further Funding

Business Plan will be binding on the ShareholderGroups, and will be deemed to be their FundingCommitment under Article 9(a).

(c) If both the Shareholder Groups have made anInability Notification under Article 9 (a) (ii); or, ifReliance Shareholders have made an InabilityNotification under Article 9 (a) (ii) but the SiburShareholders have either made a CommitmentNotification, or have not made any notificationunder Article 9 (a) (i) or Article 9 (a) (ii), then theAgreement will stand terminated and theShareholder Groups will take all steps to liquidatethe Company. On liquidation of the Company,each Shareholder Group shall be entitled toreceive its pro rata share in the liquidationproceeds.

(d) If Sibur Shareholders have made an InabilityNotification under Article 9 (a) (ii) (“OutgoingShareholder”), but the Reliance Shareholdershave made a Commitment Notification underArticle 9 (a) (i) or have not made any notificationunder Article 9 (a) (i) or Article 9 (a) (ii)(“Continuing Shareholder”), then:

(i) the Continuing Shareholder will be entitled torequire the Outgoing Shareholder by way of awritten notice (“BEP Stage Exit Notice”), tosell all but not less than all of the Securities ofthe Outgoing Shareholder to it at fifty percent(50%) of the aggregate of the capitalinvestments made by such OutgoingShareholder in the Company by subscribing toand paying for its Securities;

(ii) the Outgoing Shareholder shall be entitled torequire such Continuing Shareholder topurchase all but not less than all of theSecurities of the Outgoing Shareholder by wayof a written notice (“BEP Stage Exit Notice”),at fifty percent (50%) of the aggregate of thecapital investments made by such OutgoingShareholder in the Company by subscribing toand paying for its Securities.

(e) The sale and purchase of Securities of the

Company under Article 9 (d) above shall be madeon the terms set out in Clause 55 to 68.

(f) Funding requirements of the Company, in excessof the Funding Commitment, will be determinedfrom time to time in accordance with Article 39and/or Article 40(b), as the case may be.

(g) The Company will make reasonable endeavours toachieve and maintain a debt equity ratio of 1:1 andwill procure debt financing from the Indian and/orinternational banks and financial institutions,whichever is more economical for the Company,on a no recourse basis as regards theShareholders. If the Company is unable to achieveor obtain the targeted amount of debt on suchterms, the shortfall in debt funding shall be fundedby each Shareholder in proportion to its respectiveShareholding Percentage in the Companypursuant to cash calls made by the Companyunder Article 9 (h).

(h) The Shareholders will procure that the Board shallmake cash calls by written notice to theShareholders to subscribe to its Capital inproportion to their then respective ShareholdingPercentage, in accordance with the fundingrequirements of the Company as set out in theBusiness Plan and for up to the FundingCommitment of each Shareholder Group. Uponreceiving such cash calls, the Shareholders shallsubscribe to the Share Capital of the Company inproportion to their then respective ShareholdingPercentages in the Company and pay for theirrespective Shares in cash within forty five (45)days after receiving the relevant cash call (suchdate for payment for the shares, the “Due Date”).A Shareholder shall be entitled to designate any ofits Affiliates to purchase or subscribe to theSecurities proposed to be issued, in whole or inpart, in place and instead of such Shareholder;provided such Affiliate executes the deed ofadherence prior to the issuance and allotment ofthe Securities. The Company shall notify theShareholders within two (2) Business Days afterthe Due Date as to which Shareholders have

complied with the cash call, and which have not.

(i) Unless the Reliance Shareholders and SIBURShareholders agree otherwise in writing, or aFunding Default occurs, the Company shall notissue any Securities unless the Securities areissued to Reliance Shareholders (and/or theirAffiliates subscribing to new Securities) andSIBUR Shareholders (and/or their Affiliatessubscribing to new Securities) in proportion toShareholding Percentages of the two ShareholderGroups, immediately prior to the cash call.

(j) If the Reliance Shareholders or the SIBURShareholders (as the case may be) fail to complywith their respective funding obligations under thisArticle (collectively, the “Non FundingShareholder”) and this failure continues for aperiod of thirty (30) Business Days after the NonFunding Shareholder receives written notice fromthe Shareholder Group that has met its fundingobligation (the “Funding Shareholder”) requiringthe Non Funding Shareholder to meet its fundingobligations, the Company or the FundingShareholder may, by written notice to the NonFunding Shareholder, treat such failure as afunding default of the Non Funding Shareholder (a“Funding Default”).

(k) In the event of a Funding Default, the FundingShareholder Group may, in its discretion, andwithout prejudice to its other rights and remediesas provided under these Articles, elect tosubscribe to that portion of Securities to which theNon Funding Shareholder has failed to subscribe.

10. A call may be revoked or postponed at the decision of the Board approved in accordance with Article 39.

Call may berevoked

11. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by installments.

Call to date fromresolution

12. The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

Liability of joint-holders

13. If a sum called in respect of a share is not paid before or Overdue calls to

on the day appointed for payment thereof, the person from whom the sum is due shall be liable to pay interestthereon from the day appointed for the payment thereofto the time of actual payment, at such rate as may, fromtime to time, be fixed by the Board but nothing in thisArticle shall render it obligatory for the Board to demandor recover interest from any such Member and the Boardshall be at liberty to waive payment of such interesteither wholly or in part.

carry interest

14. (a) Any sum, which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value ofthe share or by way of premium, shall, for thepurposes of these Articles, be deemed to be a callduly made and payable on the date on which suchsum becomes payable as per the terms of issue.

(b) In case of non-payment of such sum, all therelevant provisions of these Articles as to paymentof interest and expenses, forfeiture or otherwiseshall apply as if such sum had become payable byvirtue of a call duly made and notified.

Sums deemed to becalls

15. The Board-

(a) may, if it thinks fit, subject to the provisions of the Act, agree to and receive from any Member willingto advance the same, the whole or any part of themonies uncalled and unpaid upon any shares heldby him; and

(b) upon all or any of the monies so advanced, may(until the same would, but for such advance,become presently payable) pay interest at suchrate as may be agreed upon between the Boardand the Member paying the sum in advance.

Payment of unpaidShare Capital inadvance

BUY-BACK

16. Subject to these Articles, the Company shall have power to buy-back its own shares or other securities subject tothe provisions of Sections 77A, 77AA and 77B of theAct, as applicable.

Buy-back of Shares

FORFEITURE

17. The forfeiture of a share shall involve extinction, at the time of the forfeiture, of all interest in and of all claimsand demands against the Company, in respect of theshare and all other rights incidental to the share.

Effect of forfeiture

18. The Company may, by a resolution of the Board, decide not to reissue any forfeited shares in the Company. In such a case, the Board may cancel the forfeited shares,with or without cancelling them from the Authorised Share Capital, and transfer the amount received on suchshares to capital reserve account.

Cancellation offorfeited shares

LIEN

19. (a) The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien and to give effect to any such sale, theBoard may cause to be issued a duplicatecertificate in respect of such shares and mayauthorise some person to transfer the shares soldto the purchaser thereof.

(b) The purchaser shall be registered as the holder ofthe shares comprised in any such transfer.

(c) The purchaser shall not be bound to see to theapplication of the purchase money, nor shall histitle to the shares be affected by any irregularity orinvalidity in the proceedings in reference to thesale.

Lien enforced bysale

20. Upon any sale or other disposal under the provisions of these Articles, the certificate(s) originally issued in respect of relative shares shall (unless the same shall on demand of the Company have been previously surrendered to it by the defaulting Member) stand cancelled and become null and void and the Board shall be entitled to issue new certificates to the person(s)entitled thereto.

Cancellation ofcertificates inrespect ofsecurities forfeitedor on which, theCompany has lien

TRANSFER AND TRANSMISSION OF SECURITIES

21. (a) Subject to the provisions of these Articles, the provisions of Table ‘A’ in Schedule I to the Act in relation to transfer and transmission shall apply to the transfer of or the transmission by operation of

Transfer andTransmission ofSecurities

law, of the right to all securities of the Company,subject to the provisions hereunder.

(b) In case of transfer or transmission of shares/ securities, where the Company has not issued any certificates or where such shares/ securities are held in electronic form in a depository, the provisions of the Depositories Act, 1996 shall apply.

Transfer andTransmission ofShares/ Securitiesheld in electronicform in adepository

22. The Board may decline to register any transfer of shares that is not in accordance with the provisions of these Articles. This Article shall also apply in the case of a transferee who is already a Member.

Right to declineregistration ofTransfer

23. Without prejudice to the generality of the aforesaid power, the Board may refuse to register any transfer of shares where the result of such registration would be tomake the number of Members exceed the limit fixed byArticle 5 above.

Directors’ power torefuse to register

24. The provisions of these Articles shall, mutatis mutandis, apply to the transfer of or the transmission by operation of law of the right to the Securities of the Company.

Transfer ofSecurities

PROHIBITION ON TRANSFER

25. (a) A Shareholder shall not directly or indirectly Transfer any of its Securities in the Company to any Person:

(i) prior to the expiry of five (5) years from theOperations Commencement Date (“Lock-inPeriod”), save and except as set out in Article26 or with the prior written consent of theother Shareholders; and

(ii) after the expiry of the Lock-in Period, saveand except as set out in Article 26 or with theprior written consent of the otherShareholders or unless permitted or requiredto do under Article 27 or Article 28 or Article40 or Article 53.

(b) Any Transfer or attempt to Transfer any Securitiesof the Company in violation of these Articles shallbe null and void ab initio, and the Company shall

General prohibitionon disposal ofSecurities of theCompany.

not approve or register any such Transfer.

(c) The Transfer restrictions in these Articles shall notbe capable of being avoided by holding theSecurities of the Company indirectly through aPerson and selling or transferring such Person inorder to dispose of an interest in the Securities ofthe Company.

(d) Notwithstanding anything in these Articles, noShareholder shall directly or indirectly Transfer anySecurities of the Company to any ProhibitedPersons.

26. (a) A Shareholder (the “Transferor”) may at any time Transfer all or part of its Securities of the Company to its Affiliate (the “Transferee”) on giving prior written notice to the other Shareholders, copied tothe Company provided that:

(i) the Transferor (but not a subsequenttransferor in a series of Transfers to Affiliates)shall remain party to the Agreement and shallbe jointly and severally liable with theTransferee under the Agreement and theArticles as a Shareholder in respect of thetransferred Securities;

(ii) the Transferee agrees in writing to be boundby the terms of the Agreement and theseArticles and the terms of the TransactionDocuments (where applicable), prior to suchTransfer by executing a deed of adherence;

(iii) the Transferee is not subject to or is notreasonably likely to be the subject ofreceivership, bankruptcy, insolvency,dissolution, liquidation or any similarproceeding; and

(iv) the Transferee shall, and the Transferor shallprocure that the Transferee shall retransfer itsSecurities of the Company to the Transferoror another Affiliate of the Transferor prior tosuch Transferee ceasing to be an Affiliate ofthe Transferor or immediately if theTransferee becomes subject to or becomes

Transfer toAffiliates permittedat any time

reasonably likely to be subject toreceivership, bankruptcy, insolvency,dissolution, liquidation, or any similarproceeding.

(b) Subject to the provisions of Article 25 (b) to (d), theShareholder Group may pledge its Securities in theCompany in favour of banks or financial institutionsto enable to Company to procure financing fromsuch banks or financial institutions

27. (a) After the expiry of the Lock-in Period, the SIBUR Shareholders may subject to the provisions of this Article, sell all but not less than all of their Securities in the Company (the “Transfer Shares”)if they receive an unconditional (save for PermittedConditions) arms-length offer for purchase of suchTransfer Shares (the “Third Party Offer”) from abona fide third party which is not a ProhibitedPerson or Indian Entity (the “Offeror”) which statesthe price (in Indian Rupees, or in case of the ThirdParty Offer being in any other currency, convertedto Indian Rupees at the reference rate of theReserve Bank of India for such currency as on thedate of such Third Party Offer) of the Third PartyOffer for the purchase of the Transfer Shares whichshall be for cash consideration (the “Third PartyOffer Price”) and be immediately payable;

(b) Within ten (10) Business Days from the date ofreceipt of a Third Party Offer which they intend toaccept, the SIBUR Shareholders will issue a writtennotice (the “Transfer Notice”) to the RelianceShareholders, copied to the Company, containingnotification of the Third Party Offer (including acopy of the Third Party Offer which shall contain thename of the Offeror, the price offered for theTransfer Shares and all terms of the Third PartyOffer which the Reliance Shareholders and theCompany will be bound to keep confidential) andupon issuing such written notice the SiburShareholder will be deemed to:

(i) make an offer to sell the Transfer Shares tothe Reliance Shareholder on a) identical termsas the Third Party Offer and at the Third PartyOffer Price; and b) identical terms as the Third

SIBUR Transfer tothird party andSIBUR’s Put Option

Party Offer and at lower of the Third PartyOffer Price and the Fair Market Value (in eachcase, the “Offer”);

(ii) provide confirmation that the Company shallbe the agent of the transferring Shareholderfor the sale to the Reliance Shareholders ofthe Transfer Shares; and

(iii) provide confirmation that the RelianceShareholders may elect to proceed inaccordance with any of the options in Article27 (c) below.

(c) Following delivery of a Transfer Notice, theReliance Shareholders may at their option eitherelect to accept the Offer to purchase the TransferShares at the Third Party Offer Price, or elect tohave the Fair Market Value of the Transfer Sharesdetermined, or elect not to accept the Offer.

(i) Accept the Offer

a) If the Reliance Shareholders elect toaccept the Offer to purchase the TransferShares at the Third Party Offer Price, theywill have to send a written notice ofacceptance (the “Acceptance Notice”) tothe SIBUR Shareholders, copied to theCompany before the expiry of ninety (90)days from the date of receipt of the Offer(the “Notification Date”);

b) If the Reliance Shareholders elect to havethe Fair Market Value of the TransferShares determined, the Shareholdersshall procure that the Fair Market Value ofthe Transfer Shares is determined inaccordance with Article 54. If the RelianceShareholders elect to accept the Offer topurchase the Transfer Shares on i) theThird Party Offer and at the Third PartyOffer Price, or ii) the Fair Market Value;whichever is lower, they shall send awritten notice of acceptance (the“Acceptance Notice”) to the SIBURShareholders, copied to the Company,

before the expiry of ninety (90) days fromthe date of determination of Fair MarketValue of the Transfer Shares (the“Notification Date”). An AcceptanceNotice made under Article 27 (c) (i) a) andb) will be irrevocable, and binding on theReliance Shareholders and the SIBURShareholders;

c) The sale of the Transfer Shares by theSIBUR Shareholders to the RelianceShareholders shall be completed inaccordance with Articles 55 to 68.

(ii) Elect not to accept the Offer

a) If the Reliance Shareholders do not wishto accept the Offer they may either send awritten notice to the SIBUR Shareholders,copied to the Company, by the NotificationDate, declining the Offer, or do nothing. Ifthe Reliance Shareholders fail to send theAcceptance Notice or notice declining theOffer to the SIBUR Shareholders by theNotification Date they shall be deemed tohave declined the Offer.

b) The SIBUR Shareholders will then be freeto accept the Third Party Offer and sell theTransfer