PFIZER LIMITED Regd. Office: Pfizer Centre, Patel Estate.Off SV Road, Jogeshwari (W), Mumbai-400 102. Tel: 022 6693 2000, Fax: 022 2678 4569 NOTICE PURSUANT TO SECTION 192A OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PASSING OF THE RESOLUTION BY POSTAL BALLOT) RULES, 2011 Dear Member(s), In terms of Section 293(1 )(a) of the Companies Act, 1956 ("Act"), any proposal to sell, lease or dispose ofthe whole, or substantially the whole, of the undertaking of the Company or where the Company owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking, requires the approval of the shareholders of the company by way of an ordinary resolution. As per Section 192A of the Companies Act. 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011 ("Rules"), any resolution under Section 293(1 )(a) of the Act for sale of the whole or substantially the whole of the undertaking ofthe company requires the approval of the shareholders by means of postal ballot. In July, 2011, Pfizer Inc. U.S.A., the Ultimate Holding Company of the Company ("Pfizer"), announced that it was reviewing strategic alternatives for its global animal health business. In connection with that strategic review, Pfizer is undertaking certain internal re- organization steps that are intended to give Pfizer the broadest possible flexibility to pursue a range of possible transactions in the future. We are informed that no decision as yet has been made by Pfizer regarding which strategic alternative it will pursue. The Board of Directors of the Company at its meeting held on February 6,2012, considered the re-organization steps recommended by Pfizer, as well as Pfizer's decision to review strategic alternatives for the animal health business, and concurred with the same and felt that it would be in the best interest of the Company to separate the said business from the Company. The Company proposes to transfer to its wholly owned subsidiary i.e., Pfizer Animal Pharma Private Limited in terms of a Business Transfer Agreement entered into between the Company and Pfizer Animal Pharma Private Limited, its entire animal health business as a going concern, comprising of manufacturing, marketing and trading in drugs, formulations, vaccines, animal feeds, over-the- counter medications for animals, and employees engaged exclusively for the animal health business (with continuity of service, and on terms and conditions of service no less favourable than their existing terms and conditions of service in the Company), together with its rights, title and interest in the movable, intangible and current assets, but excluding its interest in land, buildings and property leases ("Business Undertaking"). Accordingly, the proposed ordinary resolution together with the explanatory statement setting out the material facts and reasons for the resolution is being sent to you with a Postal Ballot Form for your consideration. The Company has appointed Ms. Usha Ramdoss, a Practicing Company Secretary, as Scrutinizer ("Scrutinizer") for conducting the postal ballot process in a fair and transparent manner and in accordance with the provisions of the Act and Rules framed thereunder. Ms.Usha Ramdoss has consented to act as Scrutinizer by a letter dated February 3, 2012. Ms. Usha Ramdoss is available at the Registered Office of the Company to scrutinize the postal ballots and to ascertain the requisite majority. You are requested to carefully read the Instructions printed on the reverse of the Postal Ballot Form and return the Form duly completed in all respects in the attached self-addressed postage pre-paid envelope so as to reach the Scrutinizer on or before 2.00 PM. on March 23, 2012. The Scrutinizer will submit her report to the Chairman or Managing Director of the Company after completion of the scrutiny of the postal ballots received until 2.00 PM. on March 23, 2012. The Chairman or the Managing Director of the Company will announce postal ballot results on March 26, 2012 at 2.00 P.M. at the Registered Office of the Company situated at Pfizer Centre, Patel Estate, Off S.v. Road, Jogeshwari (West) Mumbai - 400102, India. The results of the postal ballot will be displayed at the Registered Office of the Company and posted on the website of the Company www.pfizerindia.com. besides being communicated to BSE Limited and National Stock Exchange of India Limited. The results will be published in the newspapers for the information of the member(s). The results of the postal ballot will also be taken up for noting at the next general meeting of the Company as and when held. The resolution will be deemed to have been passed on the date of declaration of the results of the postal ballot, if approved by the requisite majority. RESOLUTION TO BE PASSED UNDER SECTION 293(1)(a) OF THE COMPANIES ACT, 1956 TO SELL, TRANSFER THE ANIMAL HEALTH BUSINESS OF THE COMPANY. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED THAT subject to the consents, approvals and permissions as may be required, and in terms of Sections 293(1 )(a) and 192A and other applicable provisions, if any, of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011, including any statutory modifications or re-enactments thereof for the time being in force, in accordance with the relevant provisions of the Memorandum and Articles of Association of the Company, the Listing Agreement entered into by the Company with BSE Limited and National Stock Exchange of India Limited and subject to the approvals, consents, permissions and sanctions as may be necessary from concerned statutory authorities, consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred as "Board"), to transfer, sell, or otherwise dispose of the animal health business of the Company, comprising of manufacturing, marketing and trading in drugs, formulations, vaccines, animal feeds, over-the-counter medications for animals, and employees engaged exclusively for the animal health business together with its rights, title and interest in the movable, intangible and current assets, but excludin£\.its interest in land, buildings and property leases ("Business Undertaking") to Pfizer Animal Pharma Private Limited, a wholly owned subsidiary of the Company in the manner and as per terms and conditions as set out in the Business Transfer Agreement entered into between the Company and Pfizer Animal Pharma Private Limited, ("Business Transfer Agreement") on a going concern basis by way of 'slump sale' for a lump sum consideration of ~ 440,00,00,000/- (Rupees Four Hundred and Forty Crores Only), subject to adjustment for working capital, to be paid by Pfizer Animal Pharma Private Limited either in cash and/or by the issue of its equity shares at par or at a premium on terms and conditions as may be agreed by the Board and Pfizer Animal Pharma Private Limited. 1 -------------------------r"---------------------------~---