Infosys Ltd. — AGM Information 2021

Jun 20, 2021

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TO ALL STOCK EXCHANGES

BSE LIMITED NATIONAL STOCK EXCHANGE OF INDIA LIMITED NEW YORK STOCK EXCHANGE

June 20, 2021

Dear Sir/Madam,

Sub: Proceedings of the 40[th] Annual General Meeting (‘AGM’)

In continuation to our intimation dated May 26, 2021, the 40[th ] AGM of the Company was held on June 19, 2021 and the business mentioned in the Notice dated May 18, 2021 was transacted. In this regard, please find enclosed the proceedings as required under the Regulation 30, Part A of Schedule - III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Chairman’s speech as read out during the AGM is also enclosed.

The Company facilitated live webcast of proceedings of the meeting. The archive of webcast of the 40[th ] Annual - General Meeting (‘AGM’) is available on the company’s website at: https://www.infosys.com/investors/news events/annual-general-meeting/2021.html

This is for your information and records.

Thanking You

Yours Sincerely,

For Infosys Limited

A.G.S. Manikantha Company Secretary

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Summary of proceedings of the 40[th] Annual General Meeting of Infosys Limited:

The 40[th] 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

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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.

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No.	Resolutions	Type of resolution
OrdinaryBusiness
1	Adoption of Financial Statements (including the consolidated financial 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.	Ordinary
2	Declaration of dividend	Ordinary
3	Appointment of U.B. Pravin Rao as a director liable to retire byrotation	Ordinary
Special	Business
4	Approval for the buyback of equityshares of the Company	Special
5	Reappointment of Michael Gibbs as an independent director	Special
6	Appointment of BobbyParikh 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, Chief Operating Officer and Whole-time Director	Ordinary

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

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