United Breweries Ltd. — Proxy Solicitation & Information Statement 2023

Apr 14, 2023

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April 14, 2023

	April 14, 2023
1. Department of Corporate Services	2. National Stock Exchange of India Limited
BSE Limited,	Exchange Plaza,
Floor 25, P J Towers,	Bandra Kurla Complex
Dalal Street,	Bandra (East),
Mumbai – 400 001,	Mumbai – 400 051,
Stock Code: 532478	Stock Code: UBL

Dear Sir,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing “ ” Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ) – Notice of Postal Ballot

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith a copy of the Postal Ballot Notice dated April 11, 2023 together with the Explanatory Statement thereto, seeking consent of the Members of United Breweries Limited (“Company”), on the following item of special business:

	Particulars		Type of Resolution
	Appointment of Mr. Anand Kripalu (DIN-00118324), as an Independent Director of the Companyeffective February22,2023.		Special

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members/List of Beneficial Owner and whose e-mail addresses are registered with the Registrar and Share Transfer Agent (RTA) of the Company, and the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited (CDSL) as on the cut-off dated i.e., Friday April 07, 2023.

The Company has engaged the services of CDSL for facilitating remote e-voting to enable the Members to cast their votes electronically. The remote e-Voting on the resolution set out in the Postal Ballot Notice shall commence from Monday, April 17, 2023 at 09:00 a.m. (IST) and shall end on Tuesday, May 16, 2023 at 05:00 p.m. (IST).

The Notice of Postal Ballot is also being uploaded on the Company’s website at www.unitedbreweries.com and on the RTA’s. The results of the Postal Ballot will be uploaded on the Stock Exchanges within two (2) working days from the conclusion of Postal Ballot and will also be placed on the Company’s website at www.unitedbreweries.com and on the RTAs in terms of Regulation 30 of the SEBI Listing Regulations.

You are requested to kindly take the above information on record.

Thanking You, For UNITED BREWERIES LIMITED

RADOVAN SIKORSKY

Digitally signed by RADOVAN SIKORSKY Date: 2023.04.14 16:46:17 +05'30'

RADOVAN SIKORSKY

Director & Chief Financial Officer Encl: As above

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United Breweries Limited

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Notice of Postal Ballot

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended.]

VOTING STARTS ON	VOTING ENDS ON
Monday,April 17,2023 at 09.00 a.m.(IST)	Tuesday,May16,2023 at 05.00p.m.(IST)

Dear Members,

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, to transact the special business as set out hereunder by passing Special Resolution, as applicable, by way of Postal Ballot / electronic voting.

Pursuant to Section 102, Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolution setting out the material facts and the reasons/rationale thereof are annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.

The Company is sending this Notice only in electronic form, to those Members whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent/ Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e-voting system.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the Ministry of Corporate Affairs (MCA) Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for the purpose of providing remote e-voting facility to its Members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.unitedbreweries.com.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting not later than 5.00 p.m. (IST) on Tuesday, May 16, 2023. The remote e-voting facility will be disabled by CDSL immediately thereafter.

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SPECIAL BUSINESS:

1. Approval for appointment of Mr. Anand Kripalu (DIN: 00118324), as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”), and the Rules framed thereunder, Regulation 16, 17, 25 and all other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), relevant circulars issued by BSE Limited and National Stock Exchange of India Limited, subject to such approval, permission, consent, sanction, as may be required, under any other applicable laws and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in accordance with relevant provisions of the Articles of Association of the Company pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution and/or such other persons as may be authorized in this regard by the Board and/or Committee) and subject to such approval, permission, consent, sanction as may be required, Mr. Anand Kripalu (DIN: 00118324), who was appointed as an Additional Director of the Company (in the capacity of an Independent Director) by the Board of the Company with effect from February 22, 2023 in terms of Section 161 of the Act, and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director as an Independent Director under Section 160 of the Act, and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and being eligible for appointment under the provisions of the Act and the SEBI Listing Regulations, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from February 22, 2023 to February 21, 2028.

RESOLVED FURTHER THAT the Board of the Company, be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem necessary, expedient or desirable, for and on behalf of the Company and to settle all such questions, difficulties or doubts whatsoever that may arise while giving effect to this resolution, without requiring the Board to secure any further consent or approval of the members of the Company.”

By Order of the Board of Directors For United Breweries Limited

Registered Office:

“UB TOWER’, UB CITY, #24, Vittal Mallya Road Amit Khera Bengaluru – 560 001 Company Secretary & Compliance Officer Bengaluru, April 11, 2023 Membership No.: ACS-10827 _______________

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NOTES:

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) and Secretarial Standard-2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India setting out material facts in respect of the special business to be transacted is annexed.

2. The vote in this Postal Ballot cannot be exercised through proxy.

3. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the Members during the Postal Ballot through the e-voting portal URL: https://www.evotingindia.com. All documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the conclusion of the Postal Ballot i.e., Tuesday, May 16, 2023. Members seeking to inspect such documents can send an Email to Company’s Email-ID: ublinvestor@ubmail.com.

4. Voting through Electronic means:

5. I. In Compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of the Listing Regulations, SS-2 and the Circulars issued by the MCA, the Company has provided to its shareholders, the facility to exercise their right to vote in respect of businesses to be transacted at this Postal Ballot by electronic voting system provided by CDSL.

6. II. Cut-off-Date for the purpose of ascertaining Members who are eligible to receive this Notice and for the purpose of determining the eligibility to vote by electronic means is Friday, April 07, 2023 (the “Cut-off-Date”) . Only the Members whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the Cut-off-Date shall be entitled to avail the facility of remote e-voting. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.

A person who is not a Member as on the Cut-off-Date should treat this Notice for information purpose only.

• III. Remote e-voting period commences on Monday, April 17, 2023, at 9.00 a.m. and ends on Tuesday, May 16, 2023, at 5.00 p.m. During this period, Members of the Company, holding Shares either in physical form or in dematerialised form, as on Cut-off-Date i.e., Friday, April 07, 2023, may cast their vote by remote e-voting. Thereafter remote e-voting module shall be disabled by CDSL for voting. Once the vote on a Resolution is cast by the Member, the Member will not be allowed to change it subsequently or cast the vote again.

• IV. In order to increase the efficiency of the voting process, SEBI has decided to enable e-voting to all the demat account holders (including public non-institutional Shareholders / retail Shareholders) by way of a single login credentials, through their Demat accounts or websites of Depositories / Depository Participants (DPs). Demat account holder shall be able to cast their vote without having to register again with the e-voting service providers.

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Notice

V. Information and instructions to individual Shareholders holding Shares in Demat mode: (Remote e-voting).

		Login method
Individuals holding shares through Depository – CDSL	1) Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e- voting page without any further authentication. The URL for users to login to Easi/Easiest are:https://web.cdslindia.com/myeasinew/home/loginor visit www.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi/Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting vote during the remote e-voting period. Additionally, there are links provided to access the system of all e-voting Service Providers i.e., CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasinew/Registration/EasiRegistration 4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-votingserviceproviders.
Individuals holding shares through Depository – NSDL	1) 2)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on Company name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IdeAS Portal” or click on: https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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	3)	Visit the e-voting website of NSDL. Open web browser by typing the URL https://www.evoting.nsdl.comeither on a Personal Computer or on a mobile. Once the home page for e-voting is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number held with NSDL), Password / OTP and a Verification Code is shown on the screen. After successful authentication, you will be redirected to NSDL site wherein you can see e-voting page. Click on Company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.
Individuals – Login through their respective Depository Participant	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e-voting facility. After successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL / CDSL site after successful authentication, wherein you can see e-voting feature. Click on Company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote duringthe remote e-voting period.

Note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option, available at above mentioned website.

VI. Instructions to corporate, institutional investors, custodians and shareholders holding shares in physical mode: (Remote e-voting)

• (i) The Shareholders should login to the e-voting website https://www.evotingindia.com

• (ii) Click on “Shareholders” module.

• (iii) Enter your User ID:

• a. For CDSL: 16 Digits Beneficiary ID,

• b. For NSDL: 8 Characters DP ID followed by 8 Digits Client ID,

• c. Shareholders holding Shares in Physical Form should enter Folio Number registered with the Company.

• (iv) Enter the Image Verification as displayed and Click on Login.

• (v) If you are holding shares in demat mode and had logged in to https://www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used.

• (vi) If you are a first-time user follow the steps given below:

	PAN	(i) Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders). (iii) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number. Please send a request to RTA’s Email-ID: bglsta@integratedindia.intoget sequence number.

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Notice

Dividend Bank details OR Date of Birth (DOB)	(i) Enter the Dividend Bank details or Date of Birth in (dd/mm/yyyy) as recorded in your demat account or in the Company records in order to login. (ii) If both the details are not recorded with the depository or Company please enter the Member-id/folio number in the Dividend Bank details field as mentioned in instruction.

• (vii) After entering these details appropriately, click on “SUBMIT” tab:

• (viii) Shareholders holding shares in demat mode will reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for Resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform.

• (ix) Shareholders holding shares in physical mode will directly reach the Company selection screen. The details can be used only for e-voting on the Resolutions contained in this Notice.

• (x) Click on the EVSN number. A voting page will open containing Resolutions to be passed by Members of “United Breweries Limited” on which you may choose to vote.

• (xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the Resolutions.

• (xiii) After selecting the Resolutions, if you have decided to vote, click “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click “OK” , else to change your vote, click “CANCEL” and accordingly modify your vote.

• (xiv) Once you “CONFIRM” your vote on the Resolution, you will not be allowed to modify your vote.

• (xv) You can also take a print of the votes cast by clicking on “CLICK HERE TO PRINT” option on the voting page.

• (xvi) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password by entering the details as prompted by the system.

• (xvii) Alternate method of Remote e-voting – corporates, institutional investors, and custodians

• a) Non-Individual shareholders viz., corporates, institutional investors and custodians may also login to https://www.evotingindia.com and register themselves in the “Corporates” module.

• b) A scanned copy of the Registration Form bearing stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

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• c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• d) The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• f) Alternatively, Non-Individual shareholders are required to send scanned copy (in PDF/JPG format) of the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer by E-mail to pramod@bmpandco.com and to the Company at the E-mail address ublinvestor@ubmail.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

GENERAL

It is strongly recommended that you do not share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on https://www.evotingindia.com to reset the password.

• VII. Person(s) who becomes a Member(s) of the Company after the dispatch of Notice and holding shares as of the Cut-off-Date, may refer to the Notice available in Company’s website www.unitedbreweries.com or in CDSL’s e-voting website i.e., https://www.evotingindia.com under Notices/Results option and follow e-voting procedure mentioned in the Notice. However, if the Member is already registered with CDSL for remote e-voting then the existing User ID and Password can be used for casting vote.

• VIII. You can also update your mobile number and e-mail ID in the user profile details of the folio which may be used for sending future communication(s).

• IX. The Board of Directors has appointed Mr. Pramod S M, Company Secretary in Practice, Partner BMP & Co., LLP (Membership No. FCS7834, CP13784), as the Scrutinizer to scrutinize the Postal Ballot process in a fair and transparent manner.

• IX. The Scrutinizer shall immediately after the conclusion of Postal Ballot unblock the votes cast through remote e-voting, in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the Postal Ballot, a Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman of the Company or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.

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Notice

• X. The results declared along with the report of the Scrutinizer will be placed on the website of the Company viz., www.unitedbreweries.com and on the website of CDSL immediately after the results are declared by the Chairman of the Company or a person authorized by him and will be simultaneously communicated to the stock exchanges on which the securities of the Company are listed.

• XI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evotingindia.com or send a request through E-mail to: helpdesk.evoting@cdslindia.com. Shareholders may also contact (i) Mr. Rakesh Dalvi, Senior Manager of CDSL on Tel. No.:022-2305 8542 or (ii) Mr. Vijayagopal of Integrated Registry Management Services Private Limited, Tel. Nos.: 080-2346 0815 to 080-2346 0818 and at the designated Email-ID: bglsta@integratedindia.in or (iii) Mr. Santosh Rajput, an official of the Company on E-mail-ID: ublinvestor@ubmail.com for any grievances connected with voting by electronic means.

• XII. Disclosures contained in this Notice and the Explanatory Statement are made in compliance with Regulation 36(3) of the Listing Regulations and SS-2.

• XIII. The resolution(s), if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for e-voting i.e., Tuesday, May 16, 2023.

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

Mr. Anand Kripalu (DIN 00118324) has been appointed as an Additional Director (in the category of Independent Director) of the Company effective February 22, 2023, pursuant to Section 161 of the Companies Act, 2013 (the “Act”) based on the recommendation by the Nomination and Remuneration Committee. Mr. Anand Kripalu qualifies to be appointed as an Independent Director for a term of up to 5 years. The Board noted that Mr. Anand’s skills, knowledge, and experience are aligned to the role and capabilities and that he is eligible for appointment as an Independent Director.

A notice in writing under section 160 of the Act has been received by the Company from a Member signifying his intention to propose the appointment of Mr. Anand Kripalu, as a Director of the Company. The Company has also received from Mr. Anand a) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, b) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act, c) a declaration to the effect that he meets the criteria of independence as provided under Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, d) Declaration that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

Further, Mr. Anand has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. Mr. Anand has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

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In the opinion of the Board, Mr. Anand is a person of integrity and fulfils the conditions specified under the Act read with Rules thereunder and the SEBI Listing Regulations for his appointment as an Independent Director of the Company.

Mr. Anand has over 30 years of experience in the fastmoving consumer goods (FMCG) industry. Prior to joining Essel Propack Limited (EPL), he spent seven years as the MD and CEO of Diageo India, India’s leading beverage alcohol company with $6.4 billion market cap, where he led the transformation of the company. He was also a member of Diageo’s Global Executive Committee.

Before joining Diageo, Mr. Anand spent almost eight years with Mondelez International (earlier, Cadbury) as the President of the India and Southeast Asia business. He was responsible for accelerating Cadbury India’s performance to deliver 25 percent year on year growth in revenue and profit over eight years. Before that, he spent 22 years at Unilever in various general management and sales and marketing roles.

Mr. Anand has a Bachelor of Technology in Electronics from IIT, Madras. He also holds an MBA from IIM, Calcutta. He has received the distinguished alumnus award from both IIT Madras and IIM Calcutta. He has also completed the Advanced Management Program from Wharton Business School.

Mr. Anand shall not be entitled to any stock option. He will be paid a base fixed fee which includes a commission and sitting fees for attending meetings of Board and Committees, in which he is a Chairman / Member. The base fixed fee will be paid annually after the results are approved by the Board for previous financial year. Mr. Anand shall not be liable to retire by rotation.

Other details of Mr. Anand Kripalu have been provided in the annexure to this Notice.

The Board is of the opinion that Mr. Anand’s rich and diverse experience is a valuable asset to the Company which adds value and enriched point of view during Board discussions and decision making.

In terms of Sections 149 and 152 read with Schedule IV and any other applicable provisions, if any, of the Act and rules made thereunder and SEBI LODR Regulations, it is proposed that Mr. Anand Kripalu be appointed as an Independent Director to hold office for a term of five years i.e., up to February 21, 2028.

Other than Mr. Anand Kripalu, none of the Directors, Key Managerial Personnel of the Company, and their relatives, are concerned or interested in the above Resolution.

Your Directors recommend the Resolution set out in Item No.1 as a Special Resolution for your approval.

By Order of the Board of Directors For United Breweries Limited

Registered Office:
“UB TOWER’, UB CITY,
#24, Vittal Mallya Road	Amit Khera
Bengaluru – 560 001	Company Secretary & Compliance Officer
Bengaluru, April 11, 2023	Membership No.: ACS-10827
_______________

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DETAILS REQUIRED IN REGULATION 36 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS ON GENERAL MEETINGS.

PARTICULARS	MR. ANAND KRIPALU
Educational Qualification	• Bachelor of Technology in Electronics from IIT, Madras • MBA from IIM, Calcutta • Advanced Management Program from Wharton Business School
Experience	More than 30years
Expertise in specific functional area	Board management in Governance, Leadership, Strategy, Sales, Marketing, Knowledge of Alcobev Regulatory Environment.
Skills and Capabilities	• A long-serving veteran in the consumer goods industry, with over 30 years of experience in the fast-moving consumer goods Industry. • Having worked with United Spirits Limited (Diageo India, a leading beverage alcohol company) as MD & CEO for almost seven years. • Worked for almost eight years with Mondelez International (earlier, Cadbury), where he served as the President of India and South-East Asia. • Worked with Unilever in various general management and sales and marketing roles where he spent 22 years and left Unilever as the MD of East Africa, where he turned around a loss-making business to deliver double-digit growth.
Director Identification No.	00118324
Date of Appointment	February22,2023
Date of birth/age	October 02,1958/ 65years
Directorships held in other listed Companies in India	ELP Limited
Membership in Committees in UBL	• Stakeholders Relationship/ Share Transfer Committee • Audit Committee • Risk Management Committee
Membership/chairmanship of committees in other listed companies	EPL Limited – Member of Risk Management Committee
Shareholdingin UBL	NIL
Number of Board Meeting attended duringtheyear	N.A.
Sitting fees / Commission	Entitled to receive annually a base fixed fee (which includes sitting fees and commission) at the discretion of the Board as applicable to Non-Executive Directors including Independent Directors.

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	Mr. Anand Kripalu is not related to any other Director/ Key Managerial Personnel/ Manager of the Company. United Spirits Limited (resigned as a Director / MD) Resigned as a member of Stakeholders Relationship Committee, CSR Committee and Risk Management Committee of United Spirits Limited Five years – up to February 21, 2028. Conditions as specified in the letter of appointment. N.A. Formspart of the explanatorystatement above.
Disclosure of relationship between Directors inter-se or between the director and the manager and other key managerialpersonnel of the company	Mr. Anand Kripalu is not related to any other Director/ Key Managerial Personnel/ Manager of the Company.
Details of listed entities from which the person has resigned in the past three years	United Spirits Limited (resigned as a Director / MD) Resigned as a member of Stakeholders Relationship Committee, CSR Committee and Risk Management Committee of United Spirits Limited
Terms and conditions of appointment alongwith details of remuneration	Five years – up to February 21, 2028. Conditions as specified in the letter of appointment.
Details of the remuneration last drawn bysuchperson,if applicable	N.A.
Brief resume of the director	Formspart of the explanatorystatement above.

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United Breweries Limited

Registered Office: “UB Tower”, UB City, #24, Vittal Mallya Road, Bengaluru-560 001. Phone: +91-80-45655000 Fax: +91-080-22211964, 22229488 CIN: L36999KA1999PLC025195 Email: ublinvestor@ubmail.com

Website: www.unitedbreweries.com

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