| (a) | Resolutions amending Article Seventh of the Amended Articles of Incorporation of the Company (i) to increase the par value of its shares from Two Pesos (P2.00) per share to Eight Hundred Twelve Thousand Five Hundred Pesos (P812,500) per share and correspondingly decrease the number of shares comprising its authorized capital stock from Sixty Five Million (65,000,000) to One Hundred and Sixty (160), and (ii) to provide that the Company shall not issue fractional shares; | ||
| (b) | Resolutions decreasing the number of issued and outstanding shares of the capital stock of the Company as a consequence of the decrease in the authorized shares, and providing that any resulting fractional share accruing to any shareholder shall be cancelled and the cash value thereof, to be determined by multiplying the total number of shares held by the relevant shareholder prior to the effectivity of the aforementioned amendment by USD9.00, shall be paid by the Company to said relevant shareholder in cash, net of any applicable withholding tax; | ||
| (c) | Resolutions authorizing the merger of the Company and EGS Acquisition Corporation, with the Company as the surviving corporation, and approving the Plan and Agreement of Merger that defines the terms and conditions of the same merger; | ||
| (d) | Resolutions calling a special meeting of the shareholders of the Company on April 28, 2009 and setting March 30, 2009 as the record date for said meeting, for the purpose of submitting the resolutions described in paragraphs (a) and (c) above for the approval of the shareholders of the Company; and | ||
| (e) | Resolutions authorizing the termination of the American Depositary Share (ADS) facility of the Company, subject to the terms of the Deposit Agreement as may be amended from time to time; or in the alternative, a reverse split of the outstanding ADSs and a corresponding adjustment to the exchange ratio of ADSs into Common Shares. |
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| eTelecare Global Solutions, Inc. (Registrant) |
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| Date: March 16, 2009 | By | /s/ Dave M. Gomez | ||
| Name: | Dave M. Gomez | |||
| Title: | Chief Legal Officer | |||
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