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The Infosys Board of Directors

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The Infosys Board of Directors TO ALL STOCK EXCHANGES BSE LIMITED NATIONAL STOCK EXCHANGE OF INDIA LIMITED NEW YORK STOCK EXCHANGE June 21, 2021 Dear Sir/Madam, Sub: 40th Annual General Meeting (‘AGM’) and voting results In continuation to our intimation dated June 20, 2021, pertaining to the 40th AGM of the Company held on June 19, 2021, please find enclosed the following: - 1. Proceedings as required under the Regulation 30, Part A of Schedule - III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Chairman’s speech as read out during the AGM as Annexure – I. The proceedings and Chairman’s speech were filed with the exchanges on June 20, 2021 and also placed on the Company’s website www.infosys.com 2. Voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure – II. 3. Report of the Scrutinizer dated June 21, 2021, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 (4) (xii) of the Companies (Management and Administration), Rules 2014 as Annexure – III. 4. Copy of the Annual Report for the financial year 2020-21 and Business responsibility report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of the annual report enclosed herewith as Annexure – IV. 5. Copy of the ESG report 2020-21 is available for download from the website of the company under following link: https://www.infosys.com/sustainability/documents/infosys-esg-report-2020-21.pdf This is for your information and records. The Company facilitated live webcast of proceedings of the meeting. The archive of webcast of the 40th Annual General Meeting (‘AGM’) is made available on the company’s website: https://www.infosys.com/investors/news- events/annual-general-meeting/2021.html Thanking You Yours Sincerely, For Infosys Limited A.G.S. Manikantha Company Secretary Summary of proceedings of the 40th Annual General Meeting of Infosys Limited: The 40th Annual General Meeting (AGM) of the Members of Infosys Limited (‘the Company’) was held on Saturday, June 19, 2021 at 4.00 P.M (IST) through video conferencing and other audio-visual means (VC). The meeting was held in compliance with the General Circulars issued by the Ministry of Corporate Affairs (MCA) and circulars issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder. DIRECTORS IN ATTENDANCE Nandan M. Nilekani, joined over VC from Bengaluru Non-Executive, Non-Independent Chairman Salil Parekh, joined over VC from USA Chief Executive Officer and Managing Director U.B. Pravin Rao, joined over VC from Bengaluru Chief Operating Officer and Whole-time Director Kiran Mazumdar-Shaw, joined over VC from Bengaluru Lead Independent Director and Chairperson of the Nomination and Remuneration committee, CSR committee and ESG committee D. Sundaram, joined over VC from Mumbai Independent Director and Chairperson- Audit Committee, Risk Management Committee and Stakeholders Relationship Committee Michael Gibbs, joined over VC from USA Independent Director Uri Levine, joined over VC from Israel Independent Director Bobby Parikh, joined over VC from Mumbai Independent Director Chitra Nayak, joined over VC from USA Independent Director Nilanjan Roy, joined over VC from Bengaluru Chief Financial Officer A.G.S. Manikantha, joined over VC from Bengaluru Company Secretary OTHER REPRESENTATIVES Statutory Auditors, joined over VC from Bengaluru M/s. Deloitte Haskins & Sells LLP, Chartered Accountants Internal Auditors, joined over VC from Bengaluru M/s Ernst & Young LLP Secretarial Auditor/Scrutinizer, joined over VC from Bengaluru Parameshwar G. Hegde, Practicing Company Secretary QUORUM OF THE MEETING A total of 739 members attended the meeting. Further, around 951 non-members watched the live proceedings of the AGM through webcast which was made available on the Company’s website. The meeting commenced at 4:00 PM (IST) and concluded at 8:18 PM (IST) (including time allowed for e- voting at AGM). Nandan M. Nilekani chaired the meeting. The Chairman informed that the annual general meeting is being held through video conferencing in accordance with the circulars issued by the Ministry of Corporate Affairs and SEBI. He requested his colleagues to introduce themselves. The requisite quorum being present, the Chairman called the meeting to order. All the directors of the Company attended the meeting. The Chairman welcomed all shareholders, auditors and other invitees who joined over VC and delivered his speech followed by presentation by Salil Parekh, CEO and Managing Director. The Chairman informed that the Company had provided members the facility to cast their vote electronically, on all resolutions set forth in the Notice. It was further informed that there would be no voting by show of hands. A.G.S. Manikantha, Company Secretary, provided the summary of the statutory auditors’ report and secretarial audit report for the financial year 2020-21. The following items of business, as per the Notice of AGM dated May 18, 2021, were tabled at the meeting. Shareholders were provided a facility to ask questions or express their views through VC, audio and through web chat options on the tabled resolutions. Clarifications were provided to the queries raised by the members. No. Resolutions Type of resolution Ordinary Business 1 Adoption of Financial Statements (including the consolidated financial Ordinary statements) of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors (‘the Board’) and Auditors thereon. 2 Declaration of dividend Ordinary 3 Appointment of U.B. Pravin Rao as a director liable to retire by rotation Ordinary Special Business 4 Approval for the buyback of equity shares of the Company Special 5 Reappointment of Michael Gibbs as an independent director Special 6 Appointment of Bobby Parikh as an independent director Ordinary 7 Appointment of Chitra Nayak as an independent director Ordinary 8 Approval for changing the terms of remuneration of U.B. Pravin Rao, Ordinary Chief Operating Officer and Whole-time Director The Board of Directors had appointed Parameshwar G. Hegde as the Scrutinizer to supervise the e-voting process. The Chairman authorized the Company Secretary to declare the voting results, intimate the stock exchanges and place the same on the website of the Company. The details of the voting results (remote e-voting and e-voting at the AGM) on all the resolutions as set out in the Notice of AGM along with the Scrutinizer’s Report will be disseminated to the exchanges and will be placed on the Company’s website, in due course. This is for your information and records. Thanking you, Yours sincerely, For Infosys Limited A.G.S Manikantha Company Secretary Nandan M. Nilekani CHAIRMAN’S SPEECH Dear Shareholders, Today, as we convene the 40th Annual General Meeting of on December 12, 2021, after a stellar tenure running Infosys Infosys, I warmly welcome each one of you. It is always a operations, especially when our systems were severely tested in pleasure to connect with you all, and – although virtual – it is the past year. The Board also recommends the reappointment a privilege to host you today. On behalf of the Infosys Board of of Michael Gibbs as an independent director for a second term Directors, I want to thank you for making the time to join us. of five years, as he is due for retirement as director after his first Your trust and support over the last four decades have given term of three years on July 12, 2021. Earlier in January 2021, us the confidence to push ourselves, past challenges and Dr. Punita Kumar-Sinha retired from the Board of Infosys as an complexities, to deliver market-leading returns and consistent independent director after the completion of her tenure. On value for you year after year. behalf of the Board of Directors and on your behalf, I place on record our appreciation for the services she rendered. On the During fiscal 2021, we had industry-leading, healthy revenue request of the CSR Committee of Infosys Limited, the Trustees of growth at 5% in constant currency, totaling US$ 13.6 billion. the Infosys Foundation have unanimously elected Mrs. Sudha Operating margin for the year expanded to 24.5% and Free Cash Murty to continue as Chairperson till December 31, 2021. Mrs. Flows increased by 38.5%. Our digital business grew to account Sudha Murty has graciously accepted this request and will retire for 48.5% of our total revenues, and our large transformation on December 31, 2021 on completion of a remarkable 25-year deals peaked to an all-time high of US$ 14.1 billion, with 66% journey of selfless dedication to social causes. being net new. While a challenging 2020 has ushered in a 2021 fraught The Board has recommended capital return of ₹ 15,600 crore with uncertainty, one thing is clearly evident: Infosys (approximately US$ 2.08 billion), including final dividend is well-positioned for another year of market-leading of ₹ 6,400 crore (approximately US$ 0.85 billion), and open performance in a post-pandemic, cloud-first, distinctly digital market buyback of shares of ₹ 9,200 crore (approximately era. The dramatic shift to living and working online has altered US$ 1.23 billion). the entire business landscape in irrevocable ways. Hybrid The Board of Directors has recommended the appointment work is here to stay, requiring organizations and their people of Bobby Parikh and Chitra Nayak as independent directors to find new ways to come together, collaborate and deliver of the Company, effective July 15, 2020 and March 25, 2021 seamlessly. Unprecedented technology transformation driven respectively. Bobby is a well-respected business leader who by cloud, and the digitalization of business models are shaping brings a wealth of experience and financial acumen to the the next normal for us all.
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