United Breweries Ltd. — AGM Information 2020

Aug 27, 2020

August 27, 2020

Department of Corporate Service Exchange Plaza Phiroze Jeejeebhoy Towers Bandra-Kurla Complex Dalal Street Bandra (East) Mumbai - 400 001 Mumbai – 400 051

1. BSE Limited 2. National Stock Exchange of India Limited

Dear Sirs

Sub: Proceedings of the 21st Annual General Meeting of the Company held on August 26, 2020

In terms of clause 13 of Para A of Part A of Schedule III of Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, we attached herewith Summary of Proceedings of 21st Annual General Meeting of the Company held on August 26, 2020.

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 Twenty-first Annual General Meeting

The Twenty-first Annual General Meeting was held on Wednesday, August 26, 2020 at 12.30 p.m. (IST) via two-way Video Conferencing ("VC"). The Company, while conducting the Meeting, adhered to the Circulars issued by the Ministry of Corporate Affairs ('MCA'), the Securities and Exchange Board of India ('SEBI') and other social distancing norms in the view of the outbreak of Covid-19 pandemic

Present:

-	Mr. Rishi Pardal	Managing Director
-	Mr. A K Ravi Nedungadi	Director
-	Mr. Christiaan A J Van Steenbergen	Director
-	Mr. Jan Cornelis van der Linden	Director
-	Mr. Sunil Alagh	Director
-	Mrs. Kiran Mazumdar Shaw	Director
-	Mr. Madhav Bhatkuly	Director
-	Mr. Stephan Gerlich	Director
-	Mr. Govind Iyengar	Company Secretary

• The representatives of S.R.Batliboi & Associates LLP, Statutory Auditors and Mr. Sudhir Vishnupant Hulyalkar, Secretarial Auditor

• 52 Members present through Video Conferencing representing 129818314 (49.10%) 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 21st Annual General Meeting (AGM) were available electronically, during the Meeting.
• 1. Pursuant to the General Circular numbers 14/2020, 17/2020 and 20/2020, issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as "the Circulars"), companies are allowed to hold AGM through Video Conference (VC), without the physical presence of shareholders or the Directors at a common venue. In compliance with the Circulars, this AGM of the Company was held through VC and the Notice of AGM and the Annual Report 2019-20 have been sent only by electronic mode to those members whose email addresses are registered with the Company/Depository Participant(s).
• 1. Mr. Madhav Bhatkuly, Chairman of the Audit Committee and the Stakeholders' Relationship Committee, Mr. Sunil Alagh, Chairman of Risk Committee, Mrs. Kiran Mazumdar Shaw, Chairman of Nomination and Remuneration Committee, among all other Directors, Statutory Auditors and the Secretarial Auditor attended the AGM through Video Conference.
• 1. Mr. A K Ravi Nedungadi, representing a Promoter Shareholder, proposed Mr. Madhav Bhatkuly to Chair the Annual General Meeting and as the requisite quorum as per Section 103 of the Companies Act, 2013, was present, Mr. Madhav Bhatkuly called the Meeting to order.
• 1. The Chairman introduced the Board of Directors, Key Managerial Personnel and the Auditors of the Company, who had joined the virtual AGM, to the shareholders.
• 1. The Chairman of the Meeting then reviewed the operations of the Company during the period under review.
• 1. Since the Notice convening the AGM had already been circulated to all Members, the Chairman, took the Notice convening the AGM as received and read.
• 1. As there were no qualification, observations or comments in the Auditor's Report or the Secretarial Audit Report, on any financial transactions or matters which have adverse effect on the functioning of the Company, the Chairman did not direct the same to be read by the Company Secretary.
• 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 following resolutions in point 10 below, at this AGM through the remote e-voting, which was open for three days i.e. 23.08.2020 to 25.08.2020 and during the AGM, through e-voting mechanism by the link provided by Central Depository Services (India) Limited.
• 1. The Chairman invited the Members to express their views, offer their comments, make observations, and seek clarifications, if any, on the operations and financial performance of the Company and the resolutions set out it in the Notice. The Members who had registered to speak at the Meeting were given an opportunity to speak and the queries raised by them were appropriately responded. Errata on Director's Report was read out.
• 1. For those Members who had not voted through remote e-voting, e-voting facility was provided during the AGM.
• 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 e-voting process, was also appointed as Scrutinizer for remote e-voting.
• 1. Resolutions put for voting at through remote e-voting and e-voting during the AGM.

ItemNos.	Description
1.	Adoption of the audited Financial Statements of the Company (includingaudited consolidated Financial Statements) for the year ended March 31, 2020,and the Reports of the Auditors and Directors thereon (Ordinary Resolution).
2.	Declaration of Dividend on Equity Shares (Ordinary Resolution).
3.	Re-appointment of Mr. Christiaan August Josef Van Steenbergen (DIN07972769), as director, liable to retire by rotation (Ordinary Resolution).
4.	Appointment of Mr. Jan Cornelis van der Linden (DIN 08743047) as Director ofthe Company, liable to retire by rotation (Ordinary Resolution).
5.	Appointment of Mr. Rishi Pardal (DIN 02470061) as Director of the Company,not liable to retire by rotation. (Ordinary Resolution)
6.	Appointment of Mr. Rishi Pardal (DIN 02470061) as Managing Director of theCompany effective from August 01, 2020, for a period of five years up to July31, 2025. (Special Resolution) – Amendment motion passed
7.	Approval of payment of Commission up to one percent of the net profits of theCompany, in addition to sitting fees payable to Non-Executive Directors, for aperiod of five years from the date of this meeting. (Ordinary Resolution)
8.	Borrow by issuance of Commercial Paper on a private placement basis forworking capital requirement and business. (Special Resolution)

• 1. The e-voting facility was kept open for the next 15 minutes after the closure of the Annual General Meeting to enable the members to cast their vote.
• 1. The Chairman of the Meeting informed the Members 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 21st Annual General Meeting of the Company at 1:55 p.m.

Sd/- August 26, 2020 Chairman of the Meeting