United Breweries Ltd. — AGM Information 2019

Aug 22, 2019

August 22, 2019

BSE Limited, Exchange Plaza, Floor 25, P J Towers, Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai - 400 001 Mumbai – 400 051

1. Department of Corporate Services, 2. National Stock Exchange of India Limited,

Dear Sirs,

Sub: Proceedings of the 20th Annual General Meeting of the Company held on August 22, 2019.

In terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, we attach herewith Summary of Proceedings of 20th Annual General Meeting of the Company held on August 22, 2019.

Please treat this as our compliance in terms of applicable provisions.

Thanking you,

Yours faithfully,

For UNITED BREWERIES LIMITED,

GOVIND IYENGAR Senior Vice President – Legal & Company Secretary

Encl: a/a

UNITED BREWERIES LIMITED

Summary of Proceedings of the Twentieth Annual General Meeting held at LEVEL 1, UB TOWER, UB CITY, NO. 24, VITTAL MALLYA ROAD, BANGALORE - 560 001 on Thursday, August 22, 2019 at 11.00 a.m.

Present:

-	Mr. ChughYoginderPal	Director
-	Mr. Shekhar Ramamurthy	Managing Director
-	Mr. A K Ravi Nedungadi	Director
-	Mr. Christiaan A J Van Steenbergen	Director
-	Mr. Rudolf Gijsbert Servaas van Den Brink	Director
-	Mr. Chhaganlal Jain	Director
-	Mr. Sunil Alagh	Director
-	Mrs.Kiran Mazumdar Shaw	Director
-	Mr. Madhav Bhatkuly	Director
-	Mr. Stephan Gerlich	Director
-	Mr. Govind Iyengar	Company Secretary

• 185 Members present in person representing 12,86,87,681 (48.67%) Equity Shares.

• 2 Members through Proxy representing 4,02,666 (0.15%) Equity Shares.

• 1. Statutory Registers as per the requirement of the Companies Act, 2013, Auditors Report, Secretarial Audit Report and documents referred to in the Notice convening 20th Annual General Meeting (AGM) were placed at the Meeting.
• 1. Mr. Chugh Yoginder Pal, Chairman of the Audit Committee and Stakeholders Relationship Committee, Mr. Sunil Alagh, Chairman of Nomination and Remuneration Committee, Statutory Auditors and the Secretarial Auditor were present in person.
• 1. Mr. Chugh Yoginder Pal took the Chair as Chairman of the Meeting and as the requisite quorum as per Section 103 of the Companies Act, 2013, was present, he called the Meeting to order.
• 1. The Chairman of the Meeting then reviewed the operations of the Company during the period under review.
• 1. With the permission of the Members present, the Notice convening the AGM was taken as read.
• 1. The Chairman of the Meeting, before ordering poll, sought the views of the Floor and addressed the queries raised by the Members present.
• 1. The Members were informed that:
  • In terms of applicable provisions, the Company has provided its Members the facility to exercise their right to vote in respect of the businesses to be transacted at this AGM by Electronic Voting System (EVS) from a place other than the venue of the AGM as remote e-voting.
  • The remote e-voting was open for three days i.e. 19.08.2019 to 21.08.2019 and the votes cast by Members have been blocked.
  • The Company has also arranged for voting at this AGM through EVS (instead of paper ballot) for those Members who have not cast their votes through remote e-voting.
  • The Securities and Exchange Board of India vide its SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 has mandated top 100 listed entities to provide one-way live webcast of the proceedings of the Annual General Meeting, effective April 01, 2019.
• 1. In compliance with the above Regulation, the Company has provided one-way live webcast of the proceedings of this Annual General Meeting through National Securities Depository Ltd.
• 1. Thereafter, before the Poll, the Resolutions as set out in following item Nos. 1 to 8 of the Notice convening the AGM were taken up ad-seriatim.

Item No.	Description
1.	Adoption of the Audited Financial Statements of the Company for the yearended March 31, 2019, together with the Reports of the Auditors andDirectors thereon (Ordinary Resolution).
2.	Declaration of Dividend on Equity Shares (Ordinary Resolution).
3.	Re-appointment of Mr. A K Ravi Nedungadi(DIN-00103214), liable to retireby rotation (Ordinary Resolution).
4.	Appointment of Mr. Rudolf Gijsbert Servaas van den Brinkas Director(DIN-0008256382), liable to retire by rotation (Ordinary Resolution).
5.	Re-appointment of Mr. Sunil Alagh (DIN-00103320) as IndependentDirector for second consecutive term of five years.(Special Resolution)
6.	Re-appointmentofMs.KiranMazumdarShaw(DIN-00347229)asIndependent Director for second consecutive term of five years.(SpecialResolution)
7.	Re-appointment of Mr. Madhav Bhatkuly (DIN-00796367) as IndependentDirector for second consecutive term of five years.(Special Resolution)
8.	Re-appointment of Mr. Stephan Gerlich (DIN-00063222) as IndependentDirector for second consecutive term of five years.(Special Resolution)

• 1. The Resolutions were put to vote through EVS for those Members who have not cast their votes through remote e-voting.
• 1. Mr. Pramod S M, Company Secretary in Practice, Partner BMP & Co., LLP (Membership Number FCS 7834 CP 13784) appointed as the Scrutinizer for the Poll through EVS who was also appointed as Scrutinizer for remote e-voting.
• 1. The poll commenced at 12.04 p.m. and concluded at 12.40 p.m.
• 1. The Chairman of the Meeting informed the Members present that the voting result will be announced on receipt of the scrutinizer's report and will be placed on the Company's website and sent to the stock exchanges within the prescribed time as per Rule 20 of Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 by the Company Secretary who is authorised in this regard. The voting result in respect of Item Nos. 1 to 8 of the Notice shall form part of the proceedings.
• 1. The Chairman of the Meeting then thanked the Members for their participation and announced formal closure of the 20th Annual General Meeting of the Company at 12.45 p.m**.**

Sd/- August 22, 2019 Chairman of the Meeting