information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business
Combination. Vahannas shareholders and other interested persons are advised to read the proxy statement/prospectus included in the Registration Statement, as these materials contain important information about Roadzen, Vahanna and the Business
Combination.
The definitive proxy statement/prospectus and other relevant materials for the Business Combination have been mailed to the shareholders of
Vahanna as of the record date established for voting on the Business Combination. Shareholders can obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge, at the SECs website at www.sec.gov, or
by directing a request to Vahannas chief financial officer at 1230 Avenue of the Americas, 16th Floor, New York, NY 10020.
Participants in Solicitation
Vahanna and its directors,
executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Vahannas shareholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination with Roadzen of Vahannas directors and officers in Vahannas filings with the SEC, including Vahannas Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on April 14, 2023 (amended by Amendment No. 1 thereto filed on April 27, 2023), and such information and names of
Roadzens directors and executive officers in the Registration Statement. Shareholders can obtain copies of Vahannas filings with the SEC, without charge, at the SECs website at www.sec.gov. Roadzen and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Vahanna in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their
interests in the Business Combination are included in the Registration Statement.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Vahannas or Roadzens future financial or operating performance. For example, statements regarding anticipated growth in the industry in which
Roadzen operates and anticipated growth in demand for Roadzens services, projections of Roadzens future financial results and other metrics, the satisfaction of closing conditions to the Business Combination and the timing of the
completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as pro forma, may, should, could,
might, plan, possible, project, strive, budget, forecast, expect, intend, will, estimate, anticipate,
believe, predict, potential or continue, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other
factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking
statements are based upon estimates and assumptions that, while considered reasonable by Vahanna and its management, and Roadzen and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of subsequent definitive agreements with respect to the Business
Combination; (ii) the outcome of any legal proceedings that may be instituted against Vahanna, Roadzen, New Roadzen or others following the announcement of the Business Combination and any definitive agreements with respect thereto;
(iii) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Vahanna or Roadzen; (iv) the inability of Roadzen to satisfy other conditions to closing; (v) changes to the
proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (vi) the ability to meet stock
exchange listing standards in connection with and following the consummation of the Business Combination; (vii) the risk that the proposed Business Combination disrupts current plans and operations of Roadzen as a result of the announcement and
consummation of the Business Combination; (viii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of New Roadzen to grow and manage growth
profitably, the ability of New Roadzen to maintain relationships with customers, suppliers, labor unions and other organizations that have a role in