PFIZER LIMITEDRegd. 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 THECOMPANIES (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 substantiallythe whole, of the undertaking of the Company or where the Company owns more than one undertaking, of the whole, or substantiallythe 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 ofthecompany 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 strategicalternatives 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 thefuture. 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 recommendedby Pfizer, as well as Pfizer's decision to review strategic alternatives for the animal health business, and concurred with the sameand 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 BusinessTransfer Agreement entered into between the Company and Pfizer Animal Pharma Private Limited, its entire animal health businessas 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, andon terms and conditions of service no less favourable than their existing terms and conditions of service in the Company), togetherwith its rights, title and interest in the movable, intangible and current assets, but excluding its interest in land, buildings and propertyleases ("Business Undertaking"). Accordingly, the proposed ordinary resolution together with the explanatory statement settingout the material facts and reasons for the resolution is being sent to you with a Postal Ballot Form for your consideration. TheCompany has appointed Ms. Usha Ramdoss, a Practicing Company Secretary, as Scrutinizer ("Scrutinizer") for conducting thepostal 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 theRegistered 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 dulycompleted in all respects in the attached self-addressed postage pre-paid envelope so as to reach the Scrutinizer on or before 2.00PM. on March 23, 2012. The Scrutinizer will submit her report to the Chairman or Managing Director of the Company after completionof the scrutiny of the postal ballots received until 2.00 PM. on March 23, 2012. The Chairman or the Managing Director of theCompany will announce postal ballot results on March 26, 2012 at 2.00 P.M. at the Registered Office of the Company situated atPfizer Centre, Patel Estate, Off S.v. Road, Jogeshwari (West) Mumbai - 400102, India. The results of the postal ballot will bedisplayed at the Registered Office of the Company and posted on the website of the Company www.pfizerindia.com. besides beingcommunicated to BSE Limited and National Stock Exchange of India Limited. The results will be published in the newspapers for theinformation of the member(s). The results of the postal ballot will also be taken up for noting at the next general meeting of theCompany 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 therequisite 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) and192A and other applicable provisions, if any, of the Companies Act, 1956 read with the Companies (Passing of the Resolution byPostal Ballot) Rules, 2011, including any statutory modifications or re-enactments thereof for the time being in force, in accordancewith the relevant provisions of the Memorandum and Articles of Association of the Company, the Listing Agreement entered into bythe Company with BSE Limited and National Stock Exchange of India Limited and subject to the approvals, consents, permissionsand sanctions as may be necessary from concerned statutory authorities, consent of the Company be and is hereby accorded to theBoard of Directors of the Company (hereinafter referred as "Board"), to transfer, sell, or otherwise dispose of the animal healthbusiness 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 andas per terms and conditions as set out in the Business Transfer Agreement entered into between the Company and Pfizer AnimalPharma Private Limited, ("Business Transfer Agreement") on a going concern basis by way of 'slump sale' for a lump sumconsideration of ~ 440,00,00,000/- (Rupees Four Hundred and Forty Crores Only), subject to adjustment for working capital, to bepaid 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 termsand conditions as may be agreed by the Board and Pfizer Animal Pharma Private Limited.

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RESOLVED FURTHER THAT the Board be authorized to take such steps as may be necessary for obtaining approvals. statutory orcontractual or otherwise in relation to the above resolution and to negotiate, finalize, settle all questions and matters arising out of andlor incidental thereto and to enter into and sign and execute, file, submit and withdraw, any or all such deeds, applications, forms,documents, agreements. indemnities. warranties undertakings and writings that may be required on behalf of the Company for thepurpose of implementation of this Resolution."

THE EXPLANATORY STATEMENT PURSUANT TO SECTION 173 AND 192A OF THE COMPANIESACT, 1956 SETTING OUT MATERIAL FACTS RELATING TO THE AFORESAID RESOLUTION

In July, 2011, Pfizer Inc., the Ultimate Holding Company of the Company ("Pfizer"), announced that it was reviewing strategicalternatives for its global animal health business. In connection with that strategic review, Pfizer is unl:Jertaking certain internal re-organization steps that are intended to give Pfizer the broadest possible flexibility to pursue a range of possible transactions in thefuture. 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 ("Board"), at its meeting held on February 6,2012, considered the re-organization stepsrecommended by Pfizer, as well as Pfizer's decision to review strategic alternatives for the animal health business. and concurredwith the same and felt that it would be in the best interest of the Company to separate the said business from the Company.

For this purpose, the Board has appointed Ernst & Young and Deloitte Touche Tohmatsu India Private Limited ("Valuers") as indeoenoentvaluers to carry out valuation of the animal health business. The Valuers carried out independent valuations of the animal healthbusiness of the Company. The Board considered the valuations and decided that the agreed valuation for the sale of the animal healthbusiness should be ~ 440,00,00,0001- (Rupees Four Hundred and Forty Crores Only) which is the higher of the two indepenoemvaluations. The Board felt that the independent valuations were based on reasonable assumptions and methodologies. The animalhealth business of the Company is being transferred for a lump sum consideration on 440,00,00,0001- (Rupees Four Hundred "',eiForty Crores Only), subject to adjustment for working capital, to be paid by Pfizer Animal Pharma Private Limited, either in cash andlor by the issue of its equity shares at par or at a premium on the terms and conditions as may be agreed by the Board and PfizerAnimal Pharma Private Limited, which is in line with the market conditions and in the interests of the Company. The sale and transferof the Business Undertaking to Pfizer Animal Pharma Private Limited will be done on a going concern basis by way of a 'slump sale'subject to the approval of the shareholders. The proposed sale and transfer of the Business Undertaking Will be in conformity with allthe applicable laws and regulations.

The services of concerned employees engaged in the Business Undertaking would also be transferred with continuity of service andterms and conditions of service no less favourable than existing today.

The proposed Ordinary Resolution gives adequate flexibility and discretion to the Board of Directors of the Company to finalize theterms of the sale and transfer of the said Business Undertaking in consultation with the Legal Advisors to the Company and expertsor such other authority or authorities as need to be consulted in accordance with the normal practice as the Board may deem fit.

Since the transfer of the said Business Undertaking amounts to the saleldisposal of an undertaking of the Company in terms ofSection 293(1 )(a) of the Companies Act, 1956, consent of the shareholders is being sought, pursuant to the provisions of Section293(1 )(a) and other applicable provisions of the Companies Act. 1956, in accordance with the relevant provisions of the Memorandumand Articles of Association of the Company, the Listing Agreement entered into by the Company with BSE Limited and National StockExchange of India Limited, and subject to the approvals. consents, permissions and sanctions as may be necessary from concernedstatutory authorities, to sell, transfer the Business Undertaking as stated in the aforefsaid Ordinary Resolution. The approval issought to be obtained under the provisions of Section 192A of the Companies Act, 1956, read with provisions of Companies (Passingof Resolution by Postal Ballot) Rules, 2011, through postal ballot as set out in the accompanying Notice.

The Board of Directors is of the opinion that the aforesaid Resolution is in the best interest of the Company and hence recommendsthe Resolution for your approval.

The Directors of the Company may be deemed to be concerned or interested in the above Resolution as set out in the notice pursuantto Section 192A of the Companies Act, 1956 to the extent of their respective shareholding in the Company as would appear in theRegister of Directors' Shareholding.

By order of the BoardFor Pfizer Limited

Prajeet NairCompany Secretary

Registered Office:Pfizer Centre, Patel EstateOff S.v. Road. Jogeshwari (West)Mumbai 400 102

Date: February 20, 2012Place: Mumbai

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