Biocon Ltd. — Declaration of Voting Results & Voting Rights Announcements 2019

Mar 13, 2019

www.biocon.com

Biocon Limited 20th KM Hosur Road Electronics City Bengaluru 560 100, India T 91 80 2808 2808 F 91 80 2852 3423 CIN : L24234KA 1978PLC003417

Date of submission: March 13, 2019

To The Secretary BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Scrip Code - 532523

To The Secretary National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Mumbai - 400 050 Scrip Code- BIOCON

Dear Sir/Madam,

Sub: Voting results and Scrutinizers Report on Postal Ballot

We refer to our letter dated February 8, 2019, seeking approval of the members by way of Postal Ballot (including e-voting) on the following resolutions;

• 1. Alter the Articles of Association
• 1. Approve payment of remuneration to Non-Executive Non-Independent Directors by way of commission
• 1. Approve payment of remuneration to Independent Directors by way of commission
• 1. Approve the continuation of directorship of Mr. John Russell Fotheringham Walls (DIN: 03528496), as a Non-Executive Independent Director of the Company, who will attain the age of 75 years before March 31, 2019, till the conclusion of 41"1Annual General Meeting to be held in 2019

The Voting on Postal Ballot concluded at 17.00 hours on March 11, 2019 and the Scrutinizer has submitted his report on the Postal Ballot Result (including e-voting) on March 13, 2019.

Pursuant to regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the aforementioned resolutions have been passed with requisite majority. The details of votes cast by members are given in the attached Annexure A.

As required under Section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014, the Scrutinizer's Report on the Postal Ballot (including e-voting) is enclosed as Annexure B.

Further, results of e-voting along with Scrutinizer's Report are also available on the Company's website www.biocon.com and on the website of Karvy Fintech Pvt. Ltd., the Registrar and Share Transfer Agents of the Company at www.karvy.com

Request you to kindly take this intimation on record and oblige.

Thanking You, Yours faithfully For Biocon Limited

(gcJJJ\ ICvvv\AM S:S

Satish Kumar SS Company Secretary

BIOCON LIMITEDAnnexure A
Company Name				BIOCON LIMITED
Date of the AGM/EGM			NA
Total number of shareholders on record date				153459
No. of shareholders present In the meeting either in person or through proxy:
Promoters and Promoter Group:			NA
Public:			NA
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group:
Public:			NANA
Resolution -1
Resolution required: (Ordinary/Special)
Whether promoter/ promoter groupare interested in theagenda/resolution?	No	SPECIAL-ALTER THE ARTICLES OF ASSOCIATION
Category	Mode of Voting	No. of sharesheld (1)	No. of votespolled (2)	%of VotesPolled onoutstandingshares(3)=[(2)/(1>r100	No. of Votes-In favour(4)	No. of Votes-against (5)	%of Votes Infavour on votespolled(6)-[(4)1(2)]*1 00	%of Votesagainst on votespolled(7)•[(5)1(2)}"100
	E-Voting	363748596	362985990	99.7903	362985990	0	100.0000	0.0000
	Poii	363748596	0	0.0000	00	0	0.0000	0.0000
Promoter and Promoter Group	Postal Ballot (ifapplicable)	363748596	0	0.0000	00	0	0.0000	0.0000
	E-Voting	132453390	110181343	83.1850	106800252	3381091	96.9313	3.0686
	Poll	132453390	0	0.0000	00	0	0.0000	0.0000
InstitutionsPublic-	Postal Ballot (ifapplicable)	132453390	0	0.0000	00	0	0.0000	0.0000
	E-Voting	103798014	25771220	24.8282	25763903	7317	99.9716	0.0283
	Poll	103798014	0	0.0000	00	0	0.0000	0.0000
Non InstitutionsPublic-	Postal Ballot (ifapplicable}	103798014	5762	0.0056	5512	250	95.6612	4.3387
	Total	600000000	498944315	83.1574	495555657	3388658	99.3208	-!;:--o.,6792
								toO'o-<br>o'J

, o.%-JJN~, s9, as / , 12- ic -: .. s ,,.._, a~ a'O-\ / : .. /

Yes
Mode ofVoting	No. of sharesheld (1)	No. of votespolled (2)	%of VotesPolled onoutstandingshares(3}11((2)1(1 )]*100	No. of Votes-In favour(4)	No. of Votes-against (5)	%of Votes Infavour onvotes polled	%of Votesagainst onvotes polled(6)•[(4)1(2)]*100 (7)•[(6)1(2)]*100
E-Voting	363748596	2295042	0.6309	2295042	0	100.0000	0.0000
Poll	363748596	0	0.0000	00	0	0.0000	0.0000
Postal Ballot(if applicable)	363748596	0	0.0000	00	0	0.0000	0.0000
E-Voting	132453390	109417759	82.6085	109410255	7504	99.9931	0.0068
Poll	132453390	0	0.0000	00	0	0.0000	0.0000
Postal Ballotlif applicable)_	132453390	0	0.0000	00	0	0.0000	0.0000
E-Voting	103798014	20890326	20.1259	20869396	20930	99.8998	0.1001
Poll	103798014	0	0.0000	00	0	0.0000	0.0000
Postal Ballot(if applicable)	103798014	5762	0.0056	5493	269	95.3314	4.6685
Total	600000000	132608889	22.1015	132580186	28703	99.9784	. 0.0216. ~'·I
	ORDINARY-						PAYMENT OF REMUNERATION TO NON EXECUTIVE NON-INDEPENDENT DIRECTORS BY WAY OF COMMISSION

Resolution required: (Ordinary/ Special)ORDINARY - PAYMENT OF REMUNERATION TO INDEPENDENT DIRECTORS BY WAY OF COMMISSIONWhether promoter/ promoter group areNointerested in the agenda/resolution?% of VotesPolled on% of Votes inoutstandingsharesNo. of Votesfavour onMode ofNo. of shares- in favourvotes polledNo. of votes$(3)=[(2)/(1)]^*$No. of Votes
Votingheld $(1)$Categorypolled (2)(4)$-$ against (5)$(6)=[(4)/(2)]$ 100100	% of Votesagainst onvotes polled$(7)=[(5)/(2)]*100$
E-Voting36374859636298599099.7903362985990100.0000$\mathbf 0$	0.0000
Poll0036374859600.0000$\mathbf 0$0.0000	0.0000
Postal BallotPromoter and Promoter Group3637485960.000000$\circ$0.0000(if applicable)0	0.0000
E-Voting109417759109410255750413245339082.608599.9931	0.0068
Poll0013245339000.000000.0000	0.0000
Postal BallotPublic-Institutions0.0000OO0.0000(if applicable)1324533900$\Omega$	0.0000
E-Voting1037980142577139024.8284257492382215299.9140	0.0859
Poll10379801400.00000000.0000	0.0000
Postal BallotPublic-Non Institutions10379801457620.0056549326995.3314(if applicable)Total60000000049818090183.03024981509762992599,9940

COON LIMI Po Salinh Kumberg

Resolution - 4
Resolution required: (Ordinary/ Special)	SPECIAL - CONTINUATION OF DIRECTORSHIP OF MR. JOHN RUSSELL FOTHERINGHAM WALLS (DIN: 03528496), AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY, WHO WILL ATTAIN THE AGE OF 75 YEARS BEFORE MARCH 31, 2019,TILL THE CONCLUSION OF THE 41ST ANNUAL GENERAL MEETING TO BE HELD IN 2019.
Whether promoter/ promoter group areinterested in the agenda/resolution?	No
Category	Mode ofVoting	No. of sharesheld $(1)$	No. of votespolled (2)	% of VotesPolled onoutstandingshares$(3)=[(2)/(1)]^*$100	No. of Votes$-$ in favour (4)	No. of Votes$-$ against $(5)$	% of Votes infavour onvotes polled$(6)=[(4)/(2)]$ *100	% of Votesagainst onvotes polled$(7)=[(5)/(2)]$ *100
	E-Voting	363748596	362985990	99.7903	362985990	0	100,0000	0.0000
	Poll	363748596	0	0.0000	00	0	0.0000	0.0000
Promoter and Promoter Group	Postal Ballot(if applicable)	363748596	0	0.0000	00	0	0.0000	0.0000
	E-Voting	132453390	109487897	82.6615	109385751	102146	99.9067	0.0932
	Poll	132453390	0	0.0000	00	0	0.0000	0.0000
Public-Institutions	Postal Ballot(if applicable)	132453390	0	0.0000	00	$\Omega$	0.0000	0.0000
	E-Voting	103798014	25771410	24.8284	25764547	6863	99.9733	0.0266
	Poll	103798014	0	0.0000	00	0	0.0000	0.0000
Public-Non Institutions	Postal Ballot(if applicable)Total	103798014600000000	5762498251059	0.005683.0418	5762498142050	$\Omega$109009	100,000099.9781	0.00000.0219

$\sim$

Satish Kuman Cs JA

V SREEDHARAN AND ASSOCIATES Company Secretaries

No. 32133, 1st and 2rwJ Floor, GNR Complex, 8!11 Cross, Wilson Garden, Bengaluru 560 027 C. +91 80 222 90 394 • compliance@sreedharancs.com

SCRUTINIZER'S REPORT

March 13, 2019

The Chairperson BIOCON LIMITED Regd. Office: 20th K.M. Hosur Road Electronic City Bengaluru 5601 00

Madam,

,

• I. The Board of Directors of your Company, at its meeting held on January 24, 2019 appointed me as a Scrutinizer for scrutinizing the Postal Ballot voting including e voting process.
• 1. I submit my report as under:

The Postal Ballot Notice was sent on February 08, 2019 to the Members whose names appeared on the Register of Members/ List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on February 1, 2019. The Postal Ballot Notice was sent to the Members in electronic form to the email addresses registered with their Depository Participants (in case of electronic

Page 1 of3

shareholding)/the Company's Registrar and Share Transfer Agents (in case of physical shareholding). For Members whose email IDs are not registered, physical copies of the Postal Ballot Notice was sent by permitted mode along with a postage-prepaid self-addressed Business Reply Envelope.

• 2.1 Particulars of all the Postal Ballot forms received from the members and votes cast through electronic means have been entered in the register separately maintained for the purpose.
• 2.2 The Postal Ballot forms were kept under my safe custody before commencing the scrutiny of such Postal Ballot forms.
• 2.3 The votes cast through electronic means were unblocked on March 11, 2019 at 5.01 P.M. The Postal Ballot forms were scrutinized on March 12, 2019 at Karvy Fintech Private Limited, Hyderabad.
• 2.4 The Postal Ballot forms and votes cast through electronic means were scrutinized and the shareholding was matched/confirmed with the Register of Members of the Company I list of beneficiaries as on February 1' 2019
• 2.5 All Postal Ballot forms and votes cast through electronic means received up to 5.00 pm (1ST) on March 11 , 2019 being the last time and date fixed by the Company for receipt of the forms and votes cast through electronic means were considered for my scrutiny.
• 2.6 No envelope containing Postal Ballot form was received after March 11, 2019 up to the date of this report.

Page 2 of 3

• 2.7 As informed by Karvy Fintech Private Limited, 97 (Ninety-Seven) envelopes containing Postal Ballot forms were returned undelivered up to the date of this report.
• 2.8 I did not find any defaced or mutilated ballot paper.
• 1. A summary of votes cast through Postal Ballot and votes cast through electronic means is given in Annexure I.
• 1. I have handed over the Postal Ballot forms and other related papers/registers and records for safe custody to the Company Secretary.
• s. You may accordingly declare the result of the voting by Postal Ballot.

Thanking you,

For V. Sreedhar an & Associates

(Pradeep B Kulkarni) Partner FCS 7260; CP No. 7835

Place : Bengaluru

Date : March 13, 2019

Annexure I

BIOCON LIMITED

Regd. Office: 20th K.M. Hosur Road, Electronic City, Bengaluru 560100 Summary of votes cast through postal ballot and votes cast through electronic means for the resolution mentioned in the Postal Ballot Notice dated January 24, 2019

1) To alter the Articles of Association- Special Resolution

Particulars	Postal Ballot		E-Voting		Total		%of total paid
	No. ofmembersvotedthroughPostalballotforms	No. of votescast (Equity membersShares-ofRs. 51each)	No. ofvotedthroughe votingsystem	No. of votes cast(Equity Sharesof Rs. 5 I-each)	No. ofmembersvotedthroughPostalballotforms&throughe votingsystem	No. of votes cast(Equity Sharesof Rs. 5 I-each)	up equitycapital as oncut-off date(i.e. 01/02/2019)(60,00,00,000Equity Shansof Rs.S/-each)
(a) Total postal ballot forms I e votes received	22	5,794	474	49,91,91,264	496	49,91,97,058	83.20
(b) Less: Invalid postal ballot forms (as per register)(No. of Shares including cases where less votescast and abstained from voting)	1	32	9	2,52,711	10	2,52,743	0.04
{c) *Net valid postal ballot forms (as per register)	21	5,762	465	49,89,38,553	486	49,89,44,315	83.16
(d) Postal ballot forms fe votes with assent for theResolution as a percentage of net validsharespolled	20	5,512	417	49,55,50,145	437	49,55,55,657	99.32
(e) Postal ballot formsle votes with dissent for theResolution as a percentage of net valid sharespolled	1	250	51	33,88,408	52	33,88,658	0.68

2) To approve payment of remuneration to Non-Exe cutive Non-Independent Dire ctors by way of commission- Ordinary Resolution

Particulars	Postal Ballot		E-Voting		Total		% of total paid
	No. ofmembersvotedthroughPostalballotforms	No. ofvotescast (EquitySharesofRs. 5/-each)	No. ofmembersvotedthroughevotingsystem	No. of votes cast(Equity Shares membersof Rs. 5 I-each)	No. ofvotedthroughPostalballotforms &throughe votingsvstem	No. of votes cast(Equity Sharesof Rs. 5 I-each)	up equitycapital as oncut-off date(i.e. 01/02{2019)(60,00,00,000Equity SharesofRs.S/-each)
--(a) Total postal ballot forms I e votes received	22	5,794	474	49,91,91,264	496	49,91,97,058	83.20
(b} Less: Invalid postal ballot forms (as per register)(No. of Shares including cases where less votescast and abstained from voting)-----1-----	1	32	21	36,65,88,137-----	22--1--	36,65,88,169--	61.10
- -(C) *Net valid postal ballot forms (as per register)	21	5,762	453	13,26,03,127	474	13,26,08,889	22.10
(d) Postal ballot forms I e votes with assent for theResolution as a percentage of net valid sharespolled	19	5,493	416	13,25,74,693	435	13,25,80,186	99.98
(e) Postal ballot forms/e votes with dissent for theResolution as a percentage of net valid sharespolled	2	269	40	28,434	42	28,703	.020

3) To approve payment of remuneration to Independent Directors by way of commission- Ordinary Resolution

Particulars		Postal Ballot		Votin~	Total		% of total paid
	No. ofmembersvotedthroughPostalballotforms	No. ofvotescast (EquitySharesofRs. 5/-each)	No. ofmembersvotedthroughe votingsystem	No. of votes cast(Equity Sharesof Rs. 5/-each)	No. ofmembersvotedthroughPostalballotforms&throughevotingsystem	No. of votes cast(Equity SharesofRs. 5/-each)	up equitycapital as oncut-off date(i.e. 01/02(20 19)(60,00,00,000Equity Sharesof Rs.5/-each)
{a) Total postal ballot forms 1 e votes received	22	5,794	474	49,91,91,264	496	49,91,97,058	83.20
(b) Less: Invalid postal ballot forms (as per register)(No. of Shares including cases where less votescast and abstained from voting)	1	32	17	12510,16,	18	10,16,157	0.17
(C) *Net valid postal ballot forms (as per rl'gister)	21	5,762	457	49,81,75,139	478	49,81,80,901	83.03
(d) Postal ballot forms I e votes with assent for theResolution as a percentage of net valid sharespolled	19	5,493	421	49,81,45,483	440	49,81,50,976	99.99
(e) Postal ballot formsje votes with dissent for theResolution as a percentage of net valld sharespolled	2	269	37	29,656	39	29,925	0.01

4) To approve the continuation of directorship of Mr. John Russell Fotheringham Walls (DIN: 03528496), as the Non-Executive Independent Director of the Company, who will attain the age of 75 years before March 31, 2019, till the conclusion of 41st Annual General Meeting to be held in 2019- Special Resolution

Particulars	Postal Ballot		E-Voting		Total		%of total paid
	No. ofmembersvotedthroughPostalballotforms	No. of votescast (EquitySharesofRs. 51-each)	No. ofmembersvotedthroughe votingsystem	No. of votes cast(Equity Sharesof Rs. 5 I-each)	No. ofmembersvotedthroughPostalballotforms &throughe votingsystem	No. of votes cast(Equity Shares-of Rs. 51each)	up equityital as oncapt-off datcue(i.e. 01/02/20 19)(60,00,00,000Equity Sharesof Rs. 5 I-each)
(a) Total postal ballot forms I e votes received	22	5,794	474	49,91,91,264	496	49,91,97,058	83.20
(b) Less: Invalid postal ballot forms (as per register)ere less votes(No. of Shares including cases whcast and abstained from voting)	1	32	15	9,45,967	16	9,45,999	0.16
(c) *Net valid postal ballot forms (as per register)	21	5,762	459	49,82,45,297	480	1,05949,82,5	83.04
-(d) Postal ballot forms I e votes with assent for thelution as a percentage of net valid sharesResopolled-	-21	5,762	430	--·49,81,36,288	451	49,81,42,050	99.98-
(e) Postal ballot formsle votes with dissent for theResolution as a percentage of net valid sharespolled	NIL	NIL	31	1,09,009	31	1,09,009	0.02

* The total of row (d) and (e) for the columna, lfo. of member voted through postal ballot forms, lfo. of members voted through e-voting system and Totallfo. of members voted through Postal ballot forms and through e-voting system are not equal to the row (c) for all the said columns as few members have voted. both in favour and against.