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Tata Motors announces proposed conversion offer Press kit

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23 March, 2010

Tata Motors Limited is inviting holders of its outstanding (i) 11,760,000,000 Zero Coupon Convertible Notes due March 2011 convertible into shares or American Depositary Shares (“œADS”) (the “œYen Notes”), and (ii) U.S.$300,000,000 1% Convertible Notes due April 2011 convertible into shares or Global Depositary Shares (“œGDS”) (the “œDollar Notes”, and together with the Yen Notes, the “œNotes”) to submit applications in an auction to convert the Notes into shares (the “œInvitation”) between 23 March 2010 and 4.00 p.m. (London time) on 29 March 2009 (the “œAuction Period”) upon the terms set out in an Invitation Memorandum dated 23 March 2010 that has been sent to holders of the Notes (“œNoteholders”). The option to convert the Yen Notes into ADSs or Dollar Notes into GDSs is not available to Noteholders converting pursuant to the Invitation

Noteholders will receive on the terms set out in the Invitation Memorandum, shares upon conversion of the Yen Notes and the Dollar Notes at certain enhanced conversion ratios (based on the price options and volume weighted average price across the Auction Period) upon submission during the Auction Period of a valid application selecting at least one price option (from the price options listed below) in respect of the Yen Notes or the Dollar Notes, as the case may be.

Yen Notes Price Options: (a) 105.2082%, (b) 106.2007%, or (c) 107.1932%, as against the redemption value currently of 99.253%.

Dollar Notes Price Options: (a) 130.3800%, (b) 131.6100%, or (c) 132.8400%, as against the redemption value currently at 121.78%.

At the end of the Auction Period, the Company, in consultation with the dealer managers to the Invitation (being Standard Chartered Bank, Citigroup Global Markets Limited, Credit Suisse (Singapore) Limited and J.P. Morgan Securities Limited), will decide on the conversion and determine the final price for conversion of the Yen Notes and the Dollar Notes – which will be used to calculate the final enhanced conversion ratios in accordance with the formulae set out in the Invitation Memorandum.

Noteholders, who choose not to participate, will continue with all the original terms of their Notes.

The Invitation is aimed at further optimising the capital structure of the Company. Conversion by the Noteholders will strengthen the Company’s capital and reserves and will help deleverage its balance sheet.

This is not an offering of securities for sale in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration.

NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATIONS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED OR IN OR INTO THE UNITED STATES OF AMERICA).

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