ITC Ltd — Proxy Solicitation & Information Statement 2023

Nov 17, 2023

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ITC Limited Virginia House 37 J. L. Nehru Road Kolkata 700 071, India Tel. : 91 33 2288 9371 Fax : 91 33 2288 4016 / 1256 / 2259 / 2260

17[th] November, 2023

The Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C-1, G Block Bandra-Kurla Complex Bandra (East) Mumbai 400 051

The General Manager The Secretary Dept. of Corporate Services The Calcutta Stock BSE Ltd. Exchange Ltd. P. J. Towers 7, Lyons Range Dalal Street Kolkata 700 001 Mumbai 400 001

Dear Sirs,

Notice of Postal Ballot through Electronic Voting

Further to our letter dated 19[th] October, 2023, we enclose, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a copy of the Postal Ballot Notice dated 19[th] October, 2023 along with the Explanatory Statement thereto, seeking approval of the Members for appointment of a Director of the Company, as set out in the said Notice.

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2023.11.17 SINGHI 11:13:46 +05'30'

(R. K. Singhi) Executive Vice President & Company Secretary

Encl. as above.

FMCG  HOTELS  PAPERBOARDS & PACKAGING  AGRI-BUSINESS  INFORMATION TECHNOLOGY Visit us at www.itcportal.com  Corporate Identity Number : L16005WB1910PLC001985  e-mail : enduringvalue@itc.in

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cc: Securities Exchange Commission Division of Corporate Finance Office of International Corporate Finance Mail Stop 3-9 450 Fifth Street Washington DC 20549 U.S.A. cc: Societe de la Bourse de Luxembourg 35A Boulevard Joseph II L-1840 Luxembourg

ITC Limited

CIN : L16005WB1910PLC001985 Registered Office : Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071 Tel : +91 33 2288 9371 Fax : +91 33 2288 2358 E-mail : isc@itc.in Website : www.itcportal.com

TO THE MEMBERS OF THE COMPANY

Notice pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the Circulars issued by the Ministry of CorporateAffairs, Government of India

NOTICE IS HEREBY GIVEN that the Ordinary Resolution set out hereunder for appointment of Mr. Rahul Jain as a Director of the Company is proposed to be passed through Postal Ballot by voting through electronic means ( remote‘ e-voting ).’ The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Resolution is annexed.

The Board of Directors of the Company at the meeting held on 19th October, 2023 have appointed Mr. R. L. Auddy, Senior Solicitor and Partner, Messrs. Sandersons & Morgans, Advocates & Solicitors, as the Scrutinizer for scrutinizing the Postal Ballot through remote e-voting.

In conformity with the regulatory requirements, Members are advised to cast their votes on the Ordinary Resolution only through remote e-voting , for which purpose they are requested to read carefully the instructions annexed to the Notice.

Based on the Scrutinizer s Report, the Results of remote e-voting will be declared on’ Friday, 22nd December, 2023 at 4.00 p.m. The declared Results, along with the Scrutinizer s’ Report, will be available forthwith on the Company s’ corporate website www.itcportal.com under the section ‘Investor Relations’ and will also be forwarded to the National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited, where the Company s’ shares are listed. National Securities Depository Limited ( NSDL ),‘ ’ engaged by the Board of Directors of the Company for facilitating remote e-voting, will also display these Results on its website www.evoting.nsdl.com .

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-

“Resolved that, in accordance with the provisions of Section 152 of the CompaniesAct, 2013, Mr. Rahul Jain (DIN: 07442202) be and is hereby appointed as a Director of the Company, liable to retire by rotation, with effect from 1st January, 2024 for a period of three years or till such earlier date upon withdrawal by the recommending Institution or to conform with the policy on retirement and as may be determined by the Board of Directors of the Company and / or by any applicable statutes, rules, regulations or guidelines.”

Dated : 19th October, 2023.

By Order of the Board ITC Limited R. K. Singhi Executive Vice President & Company Secretary

NOTES:

• (i) In conformity with the regulatory requirements, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories, on Friday, 3rd November, 2023 , and who have registered their e-mail addresses with the Company or with the Depositories.

• (ii) Voting rights will be reckoned on the paid-up value of shares registered in the names of the Members on Friday, 3rd November, 2023 (cut-off date) . Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes.

• (iii) There will be one vote for every Client ID / folio number irrespective of the number of joint holders.

• (iv) Remote e-voting will commence at 9.00 a.m. on Wednesday, 22nd November, 2023 and will end at 5.00 p.m. on Thursday, 21st December, 2023 , when remote e-voting will be blocked by NSDL.

• (v) Corporate and Institutional Members (companies, trusts, societies etc.) are required to send a scanned copy (in PDF / JPG format) of the relevant Board Resolution / appropriate authorisation to the Scrutinizer through e-mail at rla.itcscrutinizer@gmail.com with a copy marked to NSDLat evoting@nsdl.co.in .

• (vi) The Ordinary Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Thursday, 21st December, 2023 .

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EXPLANATORYSTATEMENT

Annexed to the Notice dated 19th October, 2023.

The Board of Directors of the Company ( the Board ) at the meeting held on 19‘ ’ th October, 2023, on the recommendation of the Nomination & Compensation Committee, recommended for the approval of the Members, the appointment of Mr. Rahul Jain as a Non-Executive Director of the Company, representing the Specified Undertaking of the Unit Trust of India ( SUUTI ), as set out in the Resolution.‘ ’

Additional information in respect of Mr. Jain, including his brief resume, pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings, is provided below:

Mr. Rahul Jain (43), an IAS Officer, is also a Chartered Accountant and holds Masters Degree in Commerce from the University of Pune. Mr. Jain is the Joint Secretary in the Department of Investment and Public Asset Management, Ministry of Finance, Government of India. Prior to this, he was serving as Private Secretary to the Minister of State (Independent Charge) for Tourism and Culture, Government of India.

Mr. Jain joined the Indian Administrative Service in 2005 (Madhya Pradesh cadre). In a career spanning over 18 years, he has served as District Collector and Director, MP Town and Country Planning Department, and has extensive experience in the field of rural and urban development, urban planning, tourism promotion, revenue administration, handling law and order, disaster management, regulatory matters in administration and conducting elections while working in five districts of Madhya Pradesh.

Presently, Mr. Jain is a Government nominee on the Board of Advisors of SUUTI and a Director of National Financial Holdings Company Limited. He has also been on the Boards of Rewa City Transport Services Limited, Bhopal Smart City Development Corporation Limited, and Indore Smart City Development Limited, amongst others. He has not been a Director of any listed company.

In addition to sitting fees for attending the meetings of the Board & its Committees and coverage under Personal Accident Insurance, Mr. Jain, similar to the other Non-Executive Directors, would be entitled to remuneration by way of commission ranging between 70,00,000/- and 1,00,00,000/for the financial year 2023-24 and commission ranging between 1,00,00,000/and 1,30,00,000/per annum from 1st April, 2024, as may be determined by the Board.

Mr. Jain, pursuant to Section 152 of the Companies Act, 2013 (‘the Act’), has given his consent to act as a Director of the Company, and requisite Notice, pursuant to Section 160 of theAct, proposing his appointment as a Director of the Company has been received; he also possesses appropriate skills, expertise and competencies in the context of the Company's businesses, particularly in the areas of financial acumen, administrative experience and stakeholder engagement.

Mr. Jain neither holds any share in the Company (in individual capacity or on a beneficial basis for any other person) nor is he related to any of the Directors or Key Managerial Personnel of the Company.

Mr. Jain, and his relatives, are interested in this Resolution. None of the Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this Resolution.

The Board recommends this Resolution for your approval.

Dated : 19th October, 2023.

By Order of the Board ITC Limited R. K. Singhi Executive Vice President & Company Secretary

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INSTRUCTIONS FOR REMOTE E-VOTING

Step 1:Access to NSDLe-voting website

(A) For Individual Members holding shares in dematerialised form:

For Members holding shares in demat account with NSDL

• If you are registered for ‘IDeAS’ facility , you are required to follow the below-mentioned steps:

• (a) Launch internet browser by typing the URL: https://eservices.nsdl.com and click on ‘ Beneficial Owner ’ tab under the ‘IDeAS’ section.

• (b) Insert your existing user ID, password / OTPand the verification code as shown on the screen.

• (c) Afterlogin,clickon ‘ Accesstoe-voting ’ undervalueaddedservicesandyouwillbeabletoseethee-votingpage.

• (d) Click on ‘ evote ’ link available against ITC Limited or ‘ e-voting service provider - NSDL ’ and proceed to Step 2 to cast your vote.

• If you are not registered for ‘IDeAS’ , you are required to follow the below-mentioned steps:

• ‘ ’

• (a) LaunchinternetbrowserbytypingtheURL: https://evoting.nsdl.com andclickon Shareholder/Member-Login .

• (b) Insert your existing user ID, password / OTP and the verification code as shown on the screen, and agree to the terms and conditions by clicking the box.

• (c) After authentication, you will be re-directed to NSDL e-services website wherein you will be able to see the e-voting page.

• (d) Click on ‘ evote ’ link available against ITC Limited or ‘ e-voting service provider - NSDL ’ and proceed to Step 2 to cast your vote.

For Members holding shares in demat account with CDSL [Central Depository Services (India) Limited]

• If you are registered for ‘Easi / Easiest’facility , you are required to follow the below-mentioned steps:

• (a) Login at www.cdslindia.com and click on ‘ My Easi New (Token) ’, or launch internet browser by typing the URL: https://web.cdslindia.com/myeasitoken/home/login .

• (b) Insert your existing user ID and password.

• (c) After login, you will be able to view the e-voting menu.

• (d) Click on ‘ evote ’ link available against ITC Limited or ‘ e-voting service provider - NSDL ’ and proceed to Step 2 to cast your vote.

• You can also directly access the e-voting page by clicking on ‘ E Voting ’ on the home page of www.cdslindia.com with your demat account number and PAN.

AfterOTPbasedauthentication,youwillbeprovidedlinkfor ‘ evoting ’ againstITCLimitedor‘ e-votingserviceprovider-NSDL ’. Click on the link and proceed to Step 2 to cast your vote.

For Members logging in through the websites of their Depository Participants

• (a) Login to your demat account, using the login credentials, through the concerned Depository Participant registered with NSDL/ CDSL.

• (b) Click on the option available for e-voting. You will be re-directed to NSDL e-services website wherein you will be able to see the e-voting page.

• (c) Click on ‘ evote ’ link available against ITC Limited or ‘ e-voting service provider - NSDL ’ and proceed to Step 2 to cast your vote.

• Members who are unable to retrieve their user ID or password are advised to use ‘Forgot User ID’ / ‘Forgot Password’ option(s) available on the websites of the respective Depositories / Depository Participants.

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(B) For Non-Individual Members holding shares in dematerialised form and Members holding shares in

If you are holding shares in dematerialised form and are registered for NSDL ‘IDeAS’ facility, you can login at https://eservices.nsdl.com with your existing IDeAS login and click on ‘Access to e-voting’ to proceed to Step 2 to cast your vote.

Other Members are required to follow the below-mentioned steps:

‘ ’ (a) Launch internet browser by typing the URL: https://evoting.nsdl.com and click on Shareholder / Member - Login .

(b) Insert your user ID, password and the verification code as shown on the screen.

• User ID:

User ID:
For Members holding shares in demat account with NSDL.	8 character DPID followed by 8 digit Client ID. For example, if your DPID is IN300 and Client ID is 12, then your_ _user ID is IN30012**.
For Members holding shares in demat account with CDSL.	16 digit Benefciary ID. For example, if your Benefciary ID is 12**, then your user ID is 12**.
For Members holding shares in certifcate form.	Electronic Voting Event Number (‘EVEN’) followed by your folio number registered with the Company. For example, if the EVEN is 101456 and your folio number is 01/12,_ _then your user ID is 1014560112.

• Password:

• (i) IfyouarealreadyregisteredwithNSDLforremotee-voting,youshoulduseyourexistingpasswordforlogin .

Members may also use OTPbased login.

• (ii) If you are using NSDL e-voting system for the first time, you would need to use your ‘ initial password ’ for login, which has been communicated to you by the Company.

• (iii) If you are unable to retrieve the ‘initial password , or have forgotten your password:’

• Click on ‘ Forgot User Details / Password? ’ , if holding shares in dematerialised form, or

• Click on ‘ Physical User Reset Password? ’ , if holding shares in certificate form.

You may also send an e-mail requesting for password at evoting@nsdl.co.in , mentioning your name, PAN, registered address and your DPID & Client ID / folio number.

• (c) Agree to the terms and conditions by clicking the box.

(d) Click on ‘ Login ’. Home page of remote e-voting opens.

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Step 2: Cast your vote on NSDLe-voting website

• (a) Select the EVEN of ITC Limited.

• (b) Now you are ready for remote e-voting as ‘ Cast Vote ’ page opens.

• (c) Cast your vote by selecting appropriate option and click on ‘ Submit ’. Thereafter click on ‘ Confirm ’ when prompted; upon confirmation, your vote is cast and the message ‘ Vote cast successfully ’ will be displayed.

Other Instructions

• (a) Members who have not registered their e-mail addresses with the Company or with the Depositories and wish to receive the Postal Ballot Notice and / or cast their votes through remote e-voting, are required to register their e-mail addresses with the Company at https://eform.itcportal.com . Alternatively, Members may send a letter requesting for registration of their e-mail addresses, mentioning their name and DP ID & Client ID / folio number, through e-mail at isc@itc.in or by post to the Investor Service Centre of the Company ( ISC ) at 37 Jawaharlal Nehru Road, Kolkata 700 071.‘ ’

• (b) In case of any query, you may refer to the Frequently Asked Questions for Shareholders and e-voting User Manual for Shareholders available under the Downloads section of NSDL s e-voting website’ www.evoting.nsdl.com . You may also contact the following persons for any query / grievance:

• (i) Mr. Amit Vishal, Deputy Vice President, National Securities Depository Limited, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 at telephone nos. 022-4886 7000 or 022-2499 7000 or at e-mail ID AmitV@nsdl.co.in ;

• (ii) Mr. T. K. Ghosal, Head of ISC, at telephone nos. 1800-345-8152 (toll free) or 033-2288 6426 / 0034 or at e-mail ID tunal.ghosal@itc.in . You may also send your queries to the e-mail ID isc@itc.in .

Individual Members holding shares in dematerialised form may also reach out for any technical issue related to login through their respective Depositories, i.e. NSDLand CDSL, as follows:

• NSDL- e-mail at evoting@nsdl.co.in or call at telephone nos. 022-4886 7000 or 022-2499 7000 .

• CDSL- e-mail at helpdesk.evoting@cdslindia.com or call at telephone no. 1800-225-533 (toll free) .

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