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Reliance Industries Ltd Proxy Solicitation & Information Statement 2021

Sep 19, 2021

58986_rns_2021-09-19_b9bde384-8bb5-4f3d-bc05-78c12551df5a.pdf

Proxy Solicitation & Information Statement

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。 Reliance

Industries Limited

September 19, 2021

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. Cパ, G 810ck, Dalal Street 8andra司Kurla Complex, 8andra (East) Mumbai 400 001 Mumbai 400 051 Scrip Code: 5003251 890147 Trading Symbol: RELIANCEI RELIANCEP1

Dear Sirs

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosu陀 Requirements) Regulations, 2015 - Pos旬I Ballot

Pursuant to Regulation 30 of the Securities and Exchange 80ard of 1 ndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal 8allot Notice dated September 18, 2021, seeking approval of the members of the Company, by way of remote e-voting process, for appointment of His Excellency YasirOthman H. AI Rumayyan (DIN: 09245977) as an Independent Oirector of the Company.

Postal 8allot Notice is being sent only through electronic mode to the members whose names appear in the Register of Members / List of 8eneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email 10 is registered with the Company / Depositories, as on Friday, September 17, 2021 (“Cut-o汗Date")

The Company has engaged the services of KFin Technologies Private Limited, Registrar and Transfer Agent, for providing remote e-voting facility to 剖1 its memberちThe e-voting facility will be available during the following period:

Commencement of e-voting: 9:00 a.m. (1ST) on Monday, September 20, 2021 End of e-voting: 5:00 p.m. (1ST) on Tuesday, October 19, 2021

The Postal 8allot Notice is also available on the Company's website at vwwv.ril.com

Request you to please take the same on your records.

Thanking you,

Yours faithfully, For Reliance Industries Limited

==> picture [69 x 32] intentionally omitted <==

Joint Company Secretary and Compliance Officer

Copy 10:

The Luxembourg Stock Exchange 35A Boulevard, Joseph 11 L-1840 Luxembourg

National Securities Depository Ltd. Trade World, A Vlling,

4[th ][& ] 5[th ] Floors, Kamala Mills Compound, Lower Parel, Mumbai - 13

Singapore Stock Exchange

  • 2 Shenlon VI危y,

  • 19・00 SGX Cenlre 1, Singapore 068804

Central Depository Services (India) Limited

Maralhon Futurex, A-Vlling, 25th Floor, NM Joshi Marg, Lower Parel, Mumbai・13

The 8ank of New York Mellon

101 Barclay Slreel New York, NY 10286

KFin Technologies Private Limited Selenium Tower B, PI口,131-32,Gacl可ibowli, Financial District, Nanakrョmguda, Hyderabad - 32

Regd. Offic e: 3rd Floor, Maker Ch ambers IV, 222ラN ariman Point , Mumbai- 400 021ラIndi a Phone #: +91・22・3555 5000, Te1e白x: +91-22・2204 2268. E-ma i1: Websi t e: 'v\明w.ri1.com CIN-L1711O恥 973PLC 019786

==> picture [71 x 39] intentionally omitted <==

Registered Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021, India; CIN: L17110MH1973PLC019786 Website: www.ril.com; E-mail: [email protected]; Tel.: +91 22 3555 5000; Fax: +91 22 2204 2268

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the members of the Company,

Notice is hereby given that the resolution set out below is proposed to be passed by the members of Reliance Industries Limited (“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 10/2021 dated June 23, 2021, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modi�cation or re-enactment thereof for the time being in force and as amended from time to time).

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

The Board of Directors has appointed Shri Mehul Modi, a Practising Chartered Accountant, (Membership No.: 048940), Partner, Deloitte Haskins & Sells LLP, Chartered Accountants or failing him Shri Vishal Agarwal, a Practising Chartered Accountant (Membership No.: 119930), Partner, Deloitte Haskins & Sells LLP, Chartered Accountants as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be �nal.

The Company has engaged the services of KFin Technologies Private Limited ( “KFinTech” or “Registrar and Transfer Agent” ) as the agency to provide e-voting facility.

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Tuesday, October 19, 2021, (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorized by him. The results of e-voting will be announced on or before Thursday, October 21, 2021, and will be displayed on the Company's website www.ril.com and will also be communicated to the Stock Exchanges, National Securities Depository Limited ( “NSDL” ) and Central Depository Services (India) Limited ( “CDSL” ) (together the “Depositories” ) and KFinTech. The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS

Appointment of His Excellency Yasir Othman H. Al Rumayyan as an Independent Director of the Company

To consider and pass, the following resolution as an Ordinary Resolution:

RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Quali�cation of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modi�cation(s) or reenactment(s) thereof, for the time being in force), His Excellency Yasir Othman H. Al Rumayyan (DIN: 09245977), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be appointed as an Independent Director, not liable to retire by rotation and to hold office for a term up to July 18, 2024;

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors

K. Sethuraman

Group Company Secretary and Chief Compliance Officer

Mumbai, September 18, 2021

Registered Office:

3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021, India

CIN: L17110MH1973PLC019786

Website: www.ril.com E-mail: [email protected] Tel.: +91 22 3555 5000 Fax: +91 22 2204 2268

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Postal Ballot Notice

Reliance Industries Limited

Notes:

  1. A Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.

  2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Bene�cial Owners as on Friday, September 17, 2021 ( “Cut-Off Date” ) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

  3. This Postal Ballot Notice will also be available on the Company's website at www.ril.com , websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFin Technologies Private Limited ( "KFinTech" ) at https://evoting.kfintech.com .

  4. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) by clicking on https://rkarisma.kfintech.com/shareholders or by giving details of folio number, e-mail address and self-attested copy of PAN card to KFinTech at [email protected] , if the shares are held in physical form.

  5. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Bene�cial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

  6. Voting rights of a Member / Bene�cial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

  7. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of KFinTech as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.

  8. The e-voting period commences at 9:00 a.m. (IST) on Monday, September 20, 2021 and ends at 5:00 p.m. (IST)

on Tuesday, October 19, 2021 . Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

  1. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Tuesday, October 19, 2021.

  2. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to [email protected].

PROCEDURE FOR 'E-VOTING':

1. E-VOTING FACILITY:

  • i. Pursuant to the provisions of Section 108 and other applicable provisions of the Act read with the Rules and Regulation 44 of Listing Regulations, as amended, read with circular dated December 9, 2020 of SEBI on e-Voting Facility provided by Listed Entities, the Company is providing e-voting facility of KFinTech to its members to exercise their right to vote on the proposed resolution by electronic means.

  • ii. The e-voting facility will be available during the following period:

  • Commencement of e-voting: 9:00 a.m. (IST) on Monday, September 20, 2021

  • End of e-voting: 5:00 p.m. (IST) on Tuesday, October 19, 2021

The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

  • iii. The manner of voting by (i) individual shareholders holding shares of the Company in demat mode, (ii) Shareholders other than individuals holding shares of the Company in demat mode, (iii) Shareholders holding shares of the Company in physical mode, and (iv) Shareholders who have not registered their e-mail address, is explained in the instructions given hereinbelow.

2. INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

  • i. Once the Shareholder has exercised the vote, whether partially or otherwise, the Shareholder shall not be allowed to change it subsequently or cast the vote again.

  • ii. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE

As per circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, allindividual shareholders holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. The procedure to login and access e-voting, as implemented by the Depositories / Depository Participant(s), is given below:

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Postal Ballot Notice

Reliance Industries Limited

PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES

National Securities Depository Limited (NSDL)

Central Depository Services (India) Limited (CDSL)

1. Users already registered for IDeAS e-Services facility of NSDL may follow the following procedure:

  • i. Type in the browser / Click on the following e-Services link: https://eservices.nsdl.com

  • ii. Click on the button “Bene�cial Owner” available for login under ‘IDeAS’ section.

  • iii. A new page will open. Enter your User ID and Password for accessing IDeAS.

  • iv. On successful authentication, you will enter your IDeAS service login. Click on “Access to e-Voting” under Value Added Services on the panel available on the left hand side.

  • v. Click on “Active E-voting Cycles” option under E-voting.

  • vi. You will see Company Name: “Reliance Industries Limited” on the next screen. Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

2. Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure:

  • i. To register, type in the browser / Click on the following e-Services link: https://eservices.nsdl.com

  • ii. Select option “Register Online for IDeAS” available on the left hand side of the page

  • iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc.

  • iv. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.

3. Users may directly access the e-Voting module of NSDL as per the following procedure:

  • i. Type in the browser / Click on the following link: https://www.evoting.nsdl.com/

  • ii. Click on the button “Login” available under “Shareholder/Member” section.

  • iii. On the login page, enter User ID (that is, 16-character demat account number held with NSDL, starting with IN), Login Type, that is, through typing Password (in case you are registered on NSDL’s e-voting platform)/ through generation of OTP (in case your mobile/e-mail address is registered in your demat account) and Veri�cation Code as shown on the screen.

  • iv. On successful authentication, you will enter the e-voting module of NSDL. Click on “Active E-voting Cycles / VC or OAVMs” option under E-voting. You will see Company Name: “Reliance Industries Limited” on the next screen. Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

1. Users already registered for Easi / Easiest facility of CDSL may follow the following procedure:

  • i. Type in the browser / Click on any of the following links: https://web.cdslindia.com/myeasi/home/login

or

  - **www.cdslindia.com** and click on **New System Myeasi / Login to My Easi option under Quick Login** (best operational in Internet Explorer 10 or above and Mozilla Firefox)
  • ii. Enter your User ID and Password for accessing Easi / Easiest.

  • iii. You will see Company Name: “Reliance Industries Limited” on the next screen. Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

2. Users not registered for Easi/Easiest facility of CDSL may follow the following procedure:

  • i. To register, type in the browser / Click on the following link: https://web.cdslindia.com/myeasi/Registration/EasiRegistration

  • ii. Proceed to complete registration using your DP ID-Client ID (BO ID), etc.

  • iii. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.

3. Users may directly access the e-Voting module of CDSL as per the following procedure:

  • i. Type in the browser / Click on the following links: www.cdslindia.com / https://www.evotingindia.com

  • ii. Provide Demat Account Number and PAN.

  • iii. System will authenticate user by sending OTP on registered Mobile & E-mail as recorded in the Demat Account.

  • iv. On successful authentication, you will enter the e-voting module of CDSL. Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

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Postal Ballot Notice

Reliance Industries Limited

PROCEDURE TO LOGIN THROUGH DEMAT ACCOUNTS / WEBSITE OF DEPOSITORY PARTICIPANT

Individual shareholders holding shares of the Company in Demat mode can access e-Voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository Participants registered with NSDL/CDSL. An option for “e-Voting” will be available once they have successfully logged-in through their respective logins. Click on the option “e-Voting” and they will be redirected to e-Voting modules of NSDL/CDSL (as may be applicable). Click on the e-Voting link available against Reliance Industries Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” / “Forgot Password” options available on the websites of Depositories / Depository Participants.

Contact details in case of any technical issue on NSDL Website

Contact details in case of any technical issue on CDSL Website

Members facing any technical issue during login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 / 1800 22 44 30.

Members facing any technical issue during login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43 .

iii. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY (I) SHAREHOLDERS OTHER THAN INDIVIDUALS HOLDING SHARES OF THE COMPANY IN DEMAT MODE AND (II) ALL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN PHYSICAL MODE

  • I. ( A) In case a member receives an e-mail from the Company / KFinTech [for Members whose e-mail address is registered with the Company / Depository Participant(s)]:

  • a. Launch internet browser by typing the URL: https://evoting.kfintech.com

  • b. Enter the login credentials (User ID and password provided in the e-mail) . The E-Voting Event Number+ Folio No. or DP ID Client ID will be your User ID. If you are already registered with KFinTech for `e-voting’, you can use the existing password for logging-in. If required, please visit https://evoting.kfintech.com or contact toll-free numbers 1800-309-8998 / 1800-309-4001 (from 9:00 a.m. IST to 6:00 p.m. IST on all working days) for assistance on your existing password.

  • c. After entering these details appropriately, click on “LOGIN”.

  • d. You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging-in for the �rst time. The new password shall

comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail address, etc. on �rst login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password con�dential.

  • e. You need to login again with the new credentials.

  • f. On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for Reliance Industries Limited. SHAREHOLDERS TO SELECT THE RESPECTIVE EVENS AND VOTE DEPENDING UPON THEIR SHAREHOLDING - FULLY PAID-UP OR PARTLY PAID-UP OR BOTH.

  • g. On the voting page, enter the number of shares as on the Cut-Off Date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the Cut-Off Date. You may also choose to “ABSTAIN” and vote will not be counted under either head.

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Reliance Industries Limited

  • h. Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

  • i. You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

  • j. A con�rmation box will be displayed. Click “OK” to con�rm, else “CANCEL” to modify.

  • k. Once you con�rm, you will not be allowed to modify your vote.

  • l. Corporate / Institutional Members (that is, other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certi�ed true copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutiniser at e-mail id: [email protected] with a copy marked to [email protected]. Such authorisation shall contain necessary authority for voting by its authorised representative(s). It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legible scanned document shall be “Corporate Name EVEN” .

  • (B) In case of a member whose e-mail address is not registered / updated with the Company / KFinTech / Depository Participant(s), please follow the following steps to generate your login credentials:

  • a. Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update the same by clicking on https://rkarisma.kfintech.com/shareholders or by giving details of folio number, e-mail address and self-attested copy of PAN card to KFinTech at [email protected] .

  • b. Members holding shares in dematerialised mode who have not registered their e-mail address with their Depository Participant(s) are requested to register / update their e-mail address with the Depository Participant(s) where they maintain their demat accounts.

  • c. After due veri�cation, the Company / KFinTech will forward your login credentials to your registered e-mail address.

  • d. Follow the instructions at I.(A). (a) to (l) to cast your vote.

  • II. Members can also update their mobile number and e-mail address in the “user pro�le details” in their e-voting login on https://evoting.kfintech.com which may be used for sending further communication(s).

  • III. Any member who has forgotten the User ID and Password, may obtain / generate / retrieve the same from KFinTech in the manner as mentioned below:

  • a. If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

  • Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX123456789

  • b. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com , the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate password.

  • c. Member may call on KFinTech’s toll-free numbers 1800309-8998 / 1800-309-4001 (from 9:00 a.m. IST to 6:00 p.m. IST on all working days).

  • d. M e m b e r m a y s e n d a n e - m a i l r e q u e s t t o [email protected] . After due veri�cation of the request, User ID and password will be sent to the member.

  • e. If the member is already registered with KFinTech’s e-voting platform, then he/she/it can use his/her/its existing password for logging-in.

  • IV. In case of any query on e-voting, members may refer to the “Help” and “FAQs” sections / E-voting user manual available through a dropdown menu in the “Downloads” sec tion of KFinTech’s website for e -voting: https://evoting.kfintech.com or contact KFinTech as per the details given under sub-point no. V below.

V. Members are requested to note the following contact details for addressing e-voting related grievances: Shri S. P. Venugopal, Vice President / Shri S. Shiva Shankar Babu, Senior Manager KFin Technologies Private Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 Phone No.: +91 40 6716 1700 Toll-free Nos.: 1800-309-8998/ 1800-309-4001 (from 9:00 a.m. IST to 6:00 p.m. IST on all working days) E-mail: [email protected]

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Reliance Industries Limited

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:

The Board of Directors of the Company, based on the recommendation of the Human Resources, Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company, had approved the appointment of His Excellency Yasir Othman H. Al Rumayyan (DIN: 09245977) as an Additional Director, designated as an Independent Director of the Company for a term of 3 (three) consecutive years with effect from July 19, 2021.

In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of Independent Directors requires approval of the members of the Company. Further, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), effective January 1, 2022, a listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment of His Excellency Yasir Othman H. Al Rumayyan would require the approval of the members of the Company by March 31, 2022.

His Excellency Yasir Othman H. Al Rumayyan is quali�ed to be appointed as a director in terms of Section 164 of the Act and has given his consent to act as a director. The Company has also received declaration from His Excellency Yasir Othman H. Al Rumayyan that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and Listing Regulations.

and position in the geo-politics of oil and global �nance as well as his educational background, appointment of His Excellency Yasir Othman H. Al Rumayyan as an Independent Director is in the interest of the Company.

Details of His Excellency Yasir Othman H. Al Rumayyan are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India. He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and pro�t related commission within the limits stipulated under Section 197 of the Act.

Copy of the letter of appointment of His Excellency Yasir Othman H. Al Rumayyan setting out the terms and conditions of appointment shall be available for inspection by the members electronically. Members seeking to inspect the same can send an email to [email protected] .

Save and except His Excellency Yasir Othman H. Al Rumayyan, none of the other Directors / Key Managerial Personnel of the Company / relatives of Directors and Key Managerial Personnel are, in any way, concerned or interested, �nancially or otherwise, in the resolution.

The Board commends the ordinary resolution set out in the Notice for approval by the members.

By Order of the Board of Directors

K. Sethuraman

The Company has also received notice under Section 160 of the Act from a shareholder proposing the candidature of His Excellency Yasir Othman H. Al Rumayyan for the office of a Director of the Company.

In the opinion of the Board, His Excellency Yasir Othman H. Al Rumayyan ful�ls the conditions for appointment as an Independent Director as speci�ed in the Act and the Listing Regulations. His Excellency Yasir Othman H. Al Rumayyan is independent of the management and possesses appropriate skills, experience and knowledge. Considering the extensive knowledge and experience of His Excellency Yasir Othman H. Al Rumayyan in the oil and re�ning sector, his understanding of

Group Company Secretary and Chief Compliance Officer

Mumbai, September 18, 2021

Registered Office:

3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021, India

CIN: L17110MH1973PLC019786

Website: www.ril.com E-mail: [email protected] Tel.: +91 22 3555 5000 Fax: +91 22 2204 2268

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Postal Ballot Notice

Reliance Industries Limited

ANNEXURE TO THE NOTICE DATED SEPTEMBER 18, 2021

Details of His Excellency Yasir Othman H. Al Rumayyan

Age 51 years
Quali�cations Graduate, Harvard Business School’s General Management
Program and holds a degree in Accounting from King Faisal
University in Saudi Arabia
Experience (including expertise in speci�c functional area) / His Excellency Yasir Othman H. Al Rumayyan is Governor of the
Brief Resume Public Investment Fund of Saudi Arabia since 2015, leading all
areas of operation of the sovereign wealth fund and serves as
Advisor to the General Secretariat of the Cabinet of Ministers of
Saudi Arabia. His experience encompasses over 25 years working
in some of Saudi Arabia's prominent �nancial institutions.
Please refer Company’s website:www.ril.comfor detailed pro�le .
Terms and Conditions of Appointment As per the resolution set out in this Notice read with the Statement
hereto.
Remuneration last drawn (including sitting fees, if any) Sitting fees @ INR 1,00,000 per meeting of the Board
Remuneration proposed to be paid He shall be paid remuneration by way of fee for attending
meetings of the Board or Committees thereof or for any other
purpose as may be decided by the Board, reimbursement of
expenses for participating in the Board and other meetings and
pro�t related commission within the limits stipulated under
Section 197 of the Companies Act, 2013.
Date of �rst appointment on the Board Efective July 19, 2021
Shareholding in the Company as on date of notice NIL
Relationship with other Directors / Key Managerial Personnel Not related to any other Director / Key Managerial Personnel
Number of meetings of the Board attended during the �nancial 2 (two) out of 2 (two) board meetings held since his appointment
year (FY 2021-22)
Directorships of other Boards as on date of notice
Public Investment Fund of Saudi Arabia

Uber Technologies, Inc. (Independent Director)

Sanabil Investments Company

ARM Limited

Red Sea Development Company

Saudi Arabian Oil Company

Saudi Arabian Mining Company

NEOM Company

AMAALA Company

Noon Investments Company

Qiddiya Investment Company

Red Sea Cruises Company

ROSHN REAL ESTATE Company

Saudi Information Technology Company

Golf Saudi

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Postal Ballot Notice

Reliance Industries Limited

Membership / Chairmanship of Committees of other Boards as on date of notice

Public Investment Fund of Saudi Arabia

  • Remuneration Committee – Member

  • Investment Committee – Member

  • Risk Committee – Member

Uber Technologies, Inc .

  • Audit Committee – Member

ROSHN REAL ESTATE Company

  • Remuneration and Nomination Committee – Chairman

Saudi Arabian Oil Company

  • Compensation Committee – Member

  • Nomination Committee – Member

By Order of the Board of Directors

K. Sethuraman

Group Company Secretary and Chief Compliance Officer

Mumbai, September18, 2021

Registered Office:

3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021, India CIN: L17110MH1973PLC019786 Website: www.ril.com E-mail: [email protected] Tel.: +91 22 3555 5000 Fax: +91 22 2204 2268

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