(a) for HDFC to acquire such number of shares of HDFC Life and HDFC ERGO, so that HDFC holds approximately 50.5% of the paid-up share capital of HDFC Life and HDFC Ergo; and

(b) for transfer of the entire shareholding (including additional shares to be purchased pursuant to the above approval) of HDFC in HDFC Life and HDFC ERGO to HDFC Bank, in view of the Proposed Amalgamation.