TVS MOTOR COMPANY LIMITED Notice to Shareholders

NOTICE is hereby given that the twentieth annual general meeting of the Company will be held at 'The Music Academy', New No. 168 (Old No. 306) TTK Road, Royapettah, Chennai - 600 014 on Wednesday, the 12th day of September 2012, at 10.00 A.M. to transact the following businesses: director of the holding company, namely SundaramClayton Limited, to hold and continue to hold an Office or Place of Profit as vice-president (or any other designation and roles which the Board / Committee of the Board may decide, from time to time) effective 1st December 2011 on a remuneration not exceeding Rs. 2.50 lakhs per month and on such terms and conditions that may be applicable to the similarly placed executives of the Company". "RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, deeds and things and to execute all such documents, instruments and writings, as may be required and to delegate all or any of its powers herein conferred to any committee of directors or any director or company secretary or officer of the Company to give effect to the aforesaid resolutions." 6. To consider and if thought fit, to pass with or without modification, the following resolution as a special resolution: RESOLVED THAT, subject to the provisions of Sections 198 and 309 and other applicable provisions, if any, of the Companies Act, 1956 ("the Act") (including any statutory modifications or re-enactment thereof for the time being in force), approval of the Company be and is hereby accorded for the payment of such sum as commission to non-executive and independent directors of the Company (as defined in Clause 49 of the Listing Agreement with Stock Exchanges), in addition to sitting fees for attending meetings of the board or of a committee thereof and travelling and stay expenses, at such intervals to each such director of the Company, as may be determined by the board of directors of the Company, from time to time, for each financial year, for a period of five years commencing from 1st April 2013, within the overall limits, so as not to exceed in aggregate 1% of the net profits of the Company in each financial year, calculated in accordance with the provisions of Sections 349 and 350 of the Act. By order of the board Bengaluru May 24, 2012 Registered Office: "Jayalakshmi Estates", No.29 (Old No.8), Haddows Road, Chennai - 600 006. Notes: 1) A member, entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of himself and the proxy or proxies so appointed need not be a member or members, as the case may be, of the Company. The instrument appointing the proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or other authority shall be deposited at the registered office of the Company, not later than 48 hours before the time fixed for holding the meeting. 3 K S SRINIVASAN Company Secretary

ORDINARY BUSINESS
1. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution: RESOLVED THAT the audited balance sheet as at 31st March 2012 and the statement of profit and loss for the year ended on that date, together with the directors' report and the auditors' report thereon as presented to the meeting, be and the same are hereby, approved and adopted. 2. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution: RESOLVED THAT Mr T Kannan, director who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as a director of the Company. 3. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution: RESOLVED THAT Mr Prince Asirvatham, director who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as a director of the Company. 4. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution: RESOLVED THAT the retiring auditors M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, having the firm registration no. 004207S issued by The Institute of Chartered Accountants of India, be and are hereby re-appointed as auditors of the Company to hold office from the conclusion of this annual general meeting till the conclusion of the next annual general meeting of the Company on such remuneration as may be fixed in this behalf by the board of directors of the Company.

SPECIAL BUSINESS
5. To consider and if thought fit, to pass with or without modification, the following resolution as a special resolution: "RESOLVED THAT, pursuant to the provisions of Section 314 and other applicable provisions, if any of the Companies Act, 1956 ("the Act") (including any statutory modifications or re-enactment thereof for the time being in force), consent be and is hereby accorded for appointment of Mr Sudarshan Venu, a relative of the chairman and managing director of the Company and a

TVS MOTOR COMPANY LIMITED

2) The explanatory statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the special businesses as set out in the notice is annexed hereto. 3) The register of members and the share transfer register will remain closed for a period of 2 days viz., 11th September 2012 and 12th September 2012 for the purpose of annual general meeting of the Company. 4) In terms of Section 205A read with Section 205C of the the Act the dividends declared by the Company, which remain unclaimed for a period of seven years will be transferred on due dates to the Investor Education and Protection Fund (IEPF), established by the Central Government. The particulars of due dates for transfer of such unclaimed dividends to IEPF are furnished in the report on corporate governance, forming part of the annual report. Members who have not encashed their dividend warrants in respect of the above period are requested to make their claim(s) by surrendering the unencashed warrants immediately to the Company. Pursuant to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amount lying with companies) Rules 2012, the Company will provide / host the required details of unclaimed amounts referred to under Section 205C(2) of the Act on its website and also in the website of the Ministry of Corporate Affairs (MCA) in the relevant form every year. For the financial year ended 31st March 2011, the above information will be filed latest by 31st July 2012. 5) Members holding shares in physical form, in their own interest, are requested to dematerialize the shares to avail the benefits of electronic holding / trading. 6) Members are requested to notify any change in their address to the Company immediately. Members holding shares in electronic form are requested to advise change of address to their depository participants. 7) As a measure of economy, copies of the annual report will not be distributed at the annual general meeting. Members are, therefore, requested to bring their copies of the annual report to the meeting. 8) Members are requested to affix their signature at the space provided on the attendance slip annexed to proxy form and hand over the slip at the entrance of the meeting hall. Corporate members are requested to send a duly certified copy of the board resolution / power of attorney authorising their representative to attend and vote at the annual general meeting. S. No 1. 2. 3. 4. 5. 6. 7. 8. 4 Name of the company Thiagarajar Mills Private Limited VTM Limited Thiagarajar Telekom Solutions Limited Sundaram Textiles Limited Colour Yarns Limited Sundaram Brake Linings Limited SIMA Textile Processing Centre Limited ATC Tires Private Limited 9) In terms of Clause 49(IV)(G) of the Listing Agreement with the Stock Exchanges, a brief resume of directors, who are proposed to be re-appointed in this meeting, nature of their expertise in specific functional areas, their other directorships and committee memberships, their shareholdings and relationships with other directors in the Company are given below: I. Mr T Kannan Born on 9th May 1953, Mr T Kannan is a graduate in business administration from Madurai University. He is connected with a number of organisations related to industry, education and charity. He was co-opted as a director of the Company on 27th January 2000. He has a wide range of experience in textile industry. He held the position of Chairman of The Cotton Textile Export Promotion Council, Mumbai and also as the Chairman of The South India Mills Association during 1990-1992. He was also the Chairman of Confederation of Indian Industry, Southern Region, Chennai. He is also a leading Educationalist, President of Thiagarajar College, Madurai and Chairman & Correspondent of Thiagarajar College of Engineering, Thirupparankundram, Madurai. He is the past Member of Tamil Nadu State Council for Higher Education. He is a Member of High Level Advisory Committee to ensure better administration in temples under the control of Hindu Religious and Charitable Endowments Department, Government of Tamilnadu. He is the Chairman of Board of Trustees, Arulmigu Meenakshi Sundareswarar Thirukoil, Madurai. He is a Member of Tamilnadu State Planning Commission and Tamilnadu Chamber of Commerce & Industry, Madurai. He is a Member of the Cotton Textiles Export Promotion Council and Confederation of Indian Textile Industry. He is the Chairman of the audit committee and investors' grievance committee of the Company. He holds 1,31,180 equity shares in the Company and he is not related to any director of the Company. Details of his other directorships / membership of committees are given below: Committee membership / chairmanship Member - Share Transfer, Demat and Shareholders Grievance Committee Member - Audit Committee Member - Investors' Grievance Committee

Nature of interest Managing Director Chairman and Director Chairman and Director Director Director Director Director Director

TVS MOTOR COMPANY LIMITED

II. Mr Prince Asirvatham Born on May 1949, Prince Asirvatham is a former Group Treasurer and Head (Investor Relations) of Hindustan Unilever Limited (formerly Hindustan Lever Limited). In a distinguished career spanning of three decades with the Unilever Group Asia, London and South America, he partnered Unilever in the design and implementation of its global corporate risk assurance process, in restructuring treasury operations in India and in leading the merger of the largest F&B operation in India. He was actively involved in over 25 acquisitions and disposals which include India's first commercial privatization, a benchmark for future divestments by the Government. In his international stints based in London and Sao Paulo, he was primarily responsible for providing reassurance to the Boards of over 75 Unilever Companies in 30 countries on the quality of their processes to implement, monitor and align global/regional strategy within the boundaries of corporate policies and on a sustainable format. He led global assignments to hone process based structures complemented by work levels for a flatter global organization. Mr Prince Asirvatham founded his current practice "Checks and Balances" in India in 2003 to promote good governance through mentoring independent directors and S. No 1. 2. Name of the company Gokaldas Exports Limited Guardian Risk Advisors Private Limited 1st aspiring senior corporate managers. He consults on Corporate Strategy, Business Valuation and Corporate Risk Assurance Systems. He offers a unique "Strategy in Action" e-game which facilitates star performers to test their competencies to deliver results as a Board. Over 300 senior level managers from frontline Indian companies have participated in this challenge. Mr Prince Asirvatham is a fellow of the Institute of Chartered Accountants of India. To maintain his relevance, he remains an active independent director on the Boards of a few well respected companies in India and in select committees. Mr Prince Asirvatham lives in Bangalore, where he enjoys working with "not for profit institutions" focused on integrated community care and in promoting equal opportunities in the workplace for people with disability. He is a trustee of the Cheshire Disability Trust (SEA) a seamless synergy of NGOs and Corporations to facilitate social harmony. He was co-opted as a director of the Company on 21st April 2009. He is a member of the audit committee of the Company. He holds 10,000 equity shares in the Company and is not related to any director of the Company. Details of his other directorships / membership of committees are given below: Committee membership / chairmanship Chairman - Audit Committee

Nature of interest Director Promoter Director

TVS MOTOR COMPANY LIMITED Explanatory statement pursuant to Section 173(2) of the Companies Act, 1956.
The following explanatory statement sets out all material facts relating to the special businesses mentioned in the accompanying notice dated 24th May 2012 and shall be taken as forming part of the notice. Item No.5 The special resolution, referred to under item No.5, relates to the appointment of Mr Sudarshan Venu, as vice-president of the Company. Mr Sudarshan Venu is a relative of chairman and managing director of the Company (CMD) and also a director of the holding company viz., Sundaram-Clayton Limited (SCL). The board of directors, at their meeting held on 1st December 2011, approved the appointment of Mr Sudarshan Venu as vice-president of the Company on a remuneration not exceeding Rs. 2.50 lakhs per month effective 1st December 2011 on such terms and conditions that are applicable to the similarly placed executives of the Company, subject to the approval of the shareholders in the ensuing annual general meeting. Mr Sudarshan Venu holds a graduate degree with Honors in the Jerome Fisher Program in Management and Technology from the University of Pennsylvania. He also obtained B.S. in Mechanical Engineering from the School of Engineering and B.S. in Economics from the Wharton School. Recently, he completed M.Sc. in International Technology Management from the Warwick Manufacturing Group attached to University of Warwick in U.K. The appointment of Mr Sudarshan Venu, being a relative of CMD and a director of SCL would amount to holding an "Office or Place of Profit" and hence would require approval of the shareholders of the Company, in terms of Section 314 of the Companies Act, 1956. The directors, therefore, recommend the resolution, as set out in item no.5 of the notice to be approved, as a special resolution, by the shareholders of the Company. None of the directors of the Company is concerned or interested in this resolution except Mr Venu Srinivasan, CMD, being the relative of Mr Sudarshan Venu. Item No.6 The shareholders, at the sixteenth annual general meeting of the Company, held on 14th August 2008, approved the remuneration, by way of commission payable to non-executive and independent directors of the Company (NE-IDs), for a period of 5 years commencing from 1st April 2008 to 31st March 2013. The board was also authorized by the shareholders to fix the quantum of remuneration, at such intervals for each NE-ID such that the total commission payable, in aggregate, would not exceed 1% of the net profits of the Company, calculated in terms of the applicable provisions of the Companies Act, 1956 (the Act). The Company has been paying commission to NE-IDs not exceeding 1% of the net profits of the Company in such manner, as the board may determine, from time to time, for each financial year, within the overall limit fixed by the shareholders, since 2008. The earlier authorization of the shareholders for payment of commission to NE-IDs, in terms of Section 309 of the Act, will be valid till 31st March 2013. Such authorization for payment of commission to directors may be renewed by way of a special resolution for a further period of five years as per the provisions of this section. The board was of the view that NE-IDs devote considerable time in deliberating the operational and other issues of the Company and provide valuable advice in regard to the management of the Company, from time to time, and the Company also derives substantial benefit through their expertise and advice. The board, therefore, considered it expedient to continue with the payment of commission for a further period of five years commencing from 1 st April 2013, in view of the increased involvement and participation by such NE-IDs in the meetings of audit committee and board and having regard to their contribution and involvement in policy issues concerning the Company's operations. It is, therefore, proposed to seek the authorization of the shareholders, by way of a special resolution, in terms of Section 309 of the Act for payment of commission to NE-IDs for a further period of five years from 1st April 2013. The directors, therefore, recommend the resolution, as set out in item no.6 of the notice to be approved, as a special resolution, by the shareholders of the Company. None of the directors, except M/s. T Kannan, C R Dua, K S Bajpai and Prince Asirvatham, being NE-IDs of the Company, is deemed to be concerned / interested in the above said resolution. By order of the board Bengaluru May 24, 2012 Registered Office: "Jayalakshmi Estates", No.29 (Old No.8), Haddows Road, Chennai - 600 006. K S SRINIVASAN Company Secretary