Genpact (G) – Odd Lot Tender Offer – $69 Potential

Current Price – $17.30

Offer Price - $16.5 – $18.00

Upside - 4% or $69 for Odd Lot holders

Downside – 4.6% or -$79 for Odd Lot holders

Expiration date – April 2, 2014

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

Genpact Limited, a Bermuda Company, invites our shareholders to tender up to $300 million in value of our common shares, par value $0.01 per share, for purchase by us at a price not greater than $18.00 per Share nor less than $16.50 per Share, net to the seller in cash.

At the maximum Final Purchase Price of $18.00 per Share, we could purchase 16,666,666 Shares if the Offer is fully subscribed, which would represent approximately 7% of our outstanding Shares as of February 28, 2014. At the minimum Final Purchase Price of $16.50 per Share, we could purchase 18,181,818 Shares if the Offer is fully subscribed, which would represent approximately 8% of our outstanding Shares as of February 28, 2014.

No proration for Odd Lot holders:

We will purchase Shares on the following basis:

- first, we will purchase all Shares properly tendered by any odd lot holder (holders of less than 100 Shares) at or below the Final Purchase Price and not properly withdrawn;

- second, after the purchase of all of the Shares properly tendered by odd lot holders at or below the Final Purchase Price, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares properly tendered at or below the Final Purchase Price on a pro rata basis with appropriate adjustment to avoid purchases of fractional Shares.

Source of Funds:

The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the Shares, together with related fees and expenses, to be approximately $302.5 million. We anticipate that we will pay for the shares tendered in the Offer and all expenses applicable to the Offer from cash and cash equivalents and borrowings under our Credit Facility (as defined below). We have no alternative financing arrangements or plans relating to the Offer other than those described herein. The Offer is not conditioned upon the receipt of financing.