United Breweries Ltd. — Proxy Solicitation & Information Statement 2024

Nov 13, 2024

==> picture [125 x 90] intentionally omitted <==

November 13, 2024

BSE Limited Scrip Code: 532478

National Stock Exchange of India Ltd. Symbol: UBL

Dear Sir,

Sub: Notice of Postal Ballot of United Breweries Limited (‘the Company’)

This is further to our intimation dated November 06, 2024, wherein we had informed through Newspaper Advertisements giving Notice to the Members regarding Postal Ballot/ remote e-Voting to transact the business(s) as enlisted in the Notice of Postal Ballot of the Company, along with the procedure for registering/updating email addresses and manner of casting vote through remote e-voting.

In terms of the requirements of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), we hereby submit the Notice of Postal Ballot dated October 24, 2024, brief details and type of Resolution proposed to be passed through the Postal Ballot, forms part of Annexure , which is also being sent to the Members through electronic mode.

The Notice of Postal Ballot is also available on the website of the Company at the following web link:

Notice of Postal Ballot dated October 24, 2024 Notice of Postal Ballot

Further, in terms of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI Listing Regulations, the remote e-Voting period will commence at 9.00 A.M. (IST), Thursday, November 14, 2024 and will end at 5.00 P.M. (IST), Friday, December 13, 2024, both days inclusive . During this period, the Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, November 08, 2024 , may cast their vote through remote e-voting.

Kindly take the above on record.

Thanking You, For UNITED BREWERIES LIMITED

Digitally signed by Nikhil Malpani Nikhil Malpani Date: 2024.11.13 14:14:27 +05'30'

______

Nikhil Malpani

Company Secretary & Compliance Officer

Encl: as above

Registered & Corporate Office: UB Tower, UB City, #24, Vittal Mallya Road, Bengaluru – 560 001. INDIA Tel: (91-80) 4565 5000, Email: ublcorporate@ubmail.com, Web Site: www.unitedbreweries .com Corporate Identity Number: L36999KA1999PLC025195

Annexure

==> picture [125 x 90] intentionally omitted <==

Brief details and type of Resolution proposed to be passed through the Postal Ballot/ remote e-voting	Brief details and type of Resolution proposed to be passed through the Postal Ballot/ remote e-voting	Brief details and type of Resolution proposed to be passed through the Postal Ballot/ remote e-voting
Sr. No.	Brief details of Resolution	Type of Resolution
Special	Business
1.	Appointment of Dr. Ranjan Ramdas Pai (DIN: 00863123) as Director (designated as ‘Non-Executive Independent Director’)	Special
	*******

Registered & Corporate Office: UB Tower, UB City, #24, Vittal Mallya Road, Bengaluru – 560 001. INDIA Tel: (91-80) 4565 5000, Email: ublcorporate@ubmail.com, Web Site: www.unitedbreweries .com Corporate Identity Number: L36999KA1999PLC025195

==> picture [109 x 90] intentionally omitted <==

Notice of Postal Ballot

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended, and applicable circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time]

REMOTE E-VOTING STARTS ON	REMOTE E-VOTING ENDS ON
9.00 a.m. (IST), Thursday, November 14, 2024	5.00 p.m. (IST), Friday, December 13, 2024

Dear Member(s),

NOTICE is hereby given pursuant to Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013, (‘the Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’) (including any statutory modifications or re-enactments thereof for the time being in force), 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 (‘Secretarial Standard -2’), each as amended, to transact the Special Business as set out hereunder by passing Special Resolution, by way of Postal Ballot only through electronic voting means (‘remote e-voting’).

Pursuant to Sections 102 and 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 Notice of Postal Ballot (‘Notice’) for your consideration and forms part of this Notice.

In view of General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs read with Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India (hereinafter referred to as ‘Circulars’), the Company sends this Notice only in electronic form, to those Members whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent/ Depositories. Accordingly, a 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. The detailed procedure for remote e-voting forms part of the ‘Notes’ section to this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, the Circulars and Secretarial Standard - 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 forms 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 Friday, December 13, 2024. The remote e-voting facility will be disabled by CDSL immediately thereafter.

1 | P a g e

Notice

==> picture [31 x 28] intentionally omitted <==

SPECIAL BUSINESS:

Appointment of Dr. Ranjan Ramdas Pai (DIN: 00863123) as Director (‘Non-Executive Independent Director’)

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, Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Regulations 16, 17, 25 and all other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Articles of Association of the Company and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company (‘Board’), Dr. Ranjan Ramdas Pai (DIN: 00863123), who was appointed as an Additional Director (in the capacity of NonExecutive Independent Director) of the Company by the Board with effect from October 24, 2024 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 of the Company under Section 160 of the Act, and who has submitted a declaration that he meets the criteria for independence and being eligible for appointment under the provisions of the Act and the SEBI Listing Regulations, be and is hereby appointed as Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from October 24, 2024 to October 23, 2029 (both days inclusive).

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 Bengaluru – 560 001

Date: October 24, 2024 Place: Singapore

Nikhil Malpani Company Secretary & Compliance Officer Membership No.: ACS 20869

2 | P a g e

Notice

==> picture [31 x 28] intentionally omitted <==

NOTES:

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (Secretarial Standard - 2), each as amended, setting out material facts in respect of the Special Business to be transacted is annexed herewith.

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

3. Members may download the Notice from the website of the Company at www.unitedbreweries.com or from the website of CDSL at https://www.evotingindia.com. A copy of the Notice is also available on the website of BSE Limited (‘BSE’) at www.bseindia.com and National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com

4. Voting through Electronic means:

• I. In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of the SEBI Listing Regulations, Secretarial Standard - 2 and the Circulars, the Company has provided to its Members, the facility to exercise their right to vote in respect of business to be transacted at this Postal Ballot by electronic voting system provided by CDSL.

• 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, November 08, 2024 (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.

• III. Remote e-voting period commences at 9.00 a.m. (IST), Thursday, November 14, 2024, and ends at 5.00 p.m. (IST), Friday, December 13, 2024 (both days inclusive). 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, November 08, 2024, 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 holders shall be able to cast their vote without having to register again with the e-voting service providers.

3 | P a g e

Notice

==> picture [31 x 28] intentionally omitted <==

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

	Login method	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. The 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/myeasitoken/Home/Loginor visitwww.cdslindia.com and 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. By 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 user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasitoken/Registration/EasiRegistrationyou may also visithttps://evoting.cdslindia.com/Evoting/EvotingLogin 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-voting serviceproviders.
Individuals holding shares through Depository – NSDL	1)	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 the e-voting page. Click on Company name or e-voting service provider name and you will be re-directed to e-voting serviceprovider website for casting your vote duringthe remote e-voting period.

4 | P a g e

==> picture [31 x 28] intentionally omitted <==

Notice

Notice
	2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IdeAS Portal” or click on: https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-voting website of NSDL. Open web browser by typing the URL https://www.evoting.nsdl.com either 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 during the 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.

5 | P a g e

Notice

==> picture [31 x 28] intentionally omitted <==

• (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). (ii) 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.in toget sequence number.
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 [ 241105005 ]. A voting page will open containing Resolution 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 Resolution.

• (xiii) After selecting the Resolution, 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.

6 | P a g e

==> picture [31 x 28] intentionally omitted <==

Notice

• (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 the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

• 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 vinod@vrconsulting.biz and to the Company at the E-mail address ublinvestor@ubmail.com , if they have voted from individual tab and 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 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.

7 | P a g e

Notice

==> picture [31 x 28] intentionally omitted <==

• 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 at its meeting held on October 24, 2024, had appointed Mr. Vinod Sunder Raman, Company Secretary in Practice, (Membership No. A 18909, CP No. 22422, PR: 3016/2023), as the Scrutinizer to scrutinize the Postal Ballot process in a fair and transparent manner. The Scrutinizer’s decision on the validity of e-voting will be final.

• X. 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 a Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairperson of the Company or the Company Secretary, duly authorized, who shall countersign the same and declare the voting results of the Postal Ballot within two working days of conclusion of remote e-voting process i.e. on or before Tuesday, December 17, 2024.

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

• XII. 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.: 0802346 0815 to 080-2346 0818 and at the designated Email-ID: bglsta@integratedindia.in or (iii) Mr. Nikhil Malpani, Company Secretary and Compliance Officer of the Company on E-mail-ID: ublinvestor@ubmail.com for any grievances connected with voting by electronic means.

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

• XIV. The resolution, 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., Friday, December 13, 2024.

[This space has been intentionally left blank]

8 | P a g e

==> picture [31 x 28] intentionally omitted <==

Notice

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

Appointment of Dr. Ranjan Ramdas Pai (DIN: 00863123) as Director (‘Non-Executive Independent Director’)

The Board at its meeting held on October 24, 2024, based upon the recommendation of the Nomination and Remuneration Committee, appointed Dr. Ranjan Ramdas Pai (DIN: 00863123) as an Additional Director (designated as Non-Executive Independent Director) of the Company with effect from October 24, 2024 (i.e. with an immediate effect), pursuant to the provisions of Section 161 of the Companies Act, 2013 (‘the Act’).

As per Section 161 of the Act, an additional director can hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. However, in terms of Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), a listed entity shall ensure that the approval of the Members for the 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. Therefore, as it would be necessary to obtain approval of the Members in the prescribed time limits in terms of the provisions of the SEBI Listing Regulations, it is proposed to obtain approval of the Members for his appointment by way of Postal Ballot.

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 Dr. Ranjan Pai, as a Director of the Company. The Company has also received from Dr. Ranjan Pai 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, Dr. Ranjan Pai 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. Dr. Ranjan Pai 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.

Dr. Ranjan Pai has been appointed as a Non-Executive Independent Director, by the Board of Directors of your Company subject to the approval of Members of the Company. His brief profile forms part of ‘ Annexure – I’ to the Explanatory Statement.

In the opinion of the Board, Dr. Ranjan Pai is a person of integrity and fulfils the conditions specified in the Act read with Rules made thereunder for his appointment as an Independent Director of the Company and that he is independent of the management.

Dr. Ranjan Pai qualifies to be appointed as an Independent Director for a term of up to 5 (five) years. The Board noted that Dr. Ranjan Pai’s skills, knowledge, and experience are aligned to the role and his capabilities identified for the said position and that he is eligible for appointment as an Independent Director.

9 | P a g e

Notice

==> picture [31 x 28] intentionally omitted <==

Dr. Ranjan Pai 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 Chairperson / Member, as may be applicable from time to time subject to necessary approvals. The base fixed fee will be paid annually after the results are approved by the Board for previous financial year.

The Board is of the opinion that Dr. Ranjan Pai extensive leadership experience will add 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 Listing Regulations, it is proposed that Dr. Ranjan Pai be appointed as an Independent Director to hold office for a term of five years i.e., up to October 23, 2029. Dr. Ranjan Pai shall not be liable to retire by rotation.

The details of Dr. Ranjan Pai as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard - 2, as applicable, are stated in ‘ Annexure - II ’ to the Explanatory Statement.

Save and except Dr. Ranjan Pai and his relatives, none of the Directors, Key Managerial Personnel of the Company, and their relatives, are, in any way, concerned or interested, financially or otherwise, in the above Resolution.

In compliance with the requirements, the Board of Directors recommends the Resolution set out for the approval of the Members of the Company by way of a Special Resolution.

This Statement may be regarded as disclosures under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard – 2.

By Order of the Board of Directors For UNITED BREWERIES LIMITED

Registered Office:

“UB TOWER’, UB CITY, #24, Vittal Mallya Road Bengaluru – 560 001

Date: October 24, 2024 Place: Singapore

Nikhil Malpani Company Secretary & Compliance Officer Membership No.: ACS 20869

[This space has been intentionally left blank]

10 | P a g e

==> picture [31 x 28] intentionally omitted <==

Notice

BRIEF PROFILE

==> picture [159 x 115] intentionally omitted <==

Annexure - I

Introduction

Dr. Ranjan Pai is an educationist, entrepreneur, institution builder and investor. He is the founder and Chairperson of the Manipal Education and Medical Group (MEMG). He set up MEMG in the year 2000 which is the holding entity for businesses spread across health care, education, health insurance, research and private investments. In the last two decades, his work across education and health care has broken new ground and redefined these sectors.

Education

Dr. Pai is deeply passionate about education and its ability to transform lives. He serves as Chairperson of the education trusts of not-for-profit preeminent educational institutes that have shaped and moulded human capital for India. These include Manipal Academy of Higher Education – MAHE (Manipal & Bangalore, Karnataka) – A Top 10 ranked multi-disciplinary university and an Institute of Eminence decreed by Ministry of Education, Government of India, Manipal University Jaipur (Rajasthan), Manipal TATA Medical College (Jamshedpur, Jharkhand) and Sikkim Manipal University (Sikkim). His singular focus on providing quality education led him to build Manipal as a trusted education brand in international markets too. Today, Manipal’s education initiative has presence across Malaysia (Melaka Manipal Medical College), UAE (MAHE, Dubai) and in Americas through American University of Antigua.

To provide impetus to the outcome-based model of professional education for employability and skill enhancement, he set up Manipal Global Education in early 2000 with a focus on training banking and financial services professionals for the largest private and leading public sector banks, insurance companies and NBFCs. Manipal Global also pioneered the distance education model in partnership with Sikkim Manipal University to make education affordable to masses. These ventures have impacted lives of 1 Mn+ students and learners. His prescient ability to spot trends in the education space, led him to set up UNext Learning in 2020 – a next gen online learning platform focused on the higher education ecosystem. This online play has already established itself as a leading ed-tech player in online degrees, emerging tech courses and digital assessments.

Health Care & Insurance

Dr. Ranjan Pai has transformed the private health care delivery and services in India through Manipal Health Enterprises (MHE) which runs Manipal Hospitals. As Board chair for MHE, he provides strategic leadership and direction to the team. MHE is the largest hospital chain in India with 10500+ beds and serving more than 2.5 Mn patients. His vision of providing affordable health care led him to complete the health services play by partnering with Cigna of USA (#15 on Fortune 500) to form Manipal-Cigna Health Insurance – a leading standalone health insurance company.

Encouraging entrepreneurship and Start Up ecosystem

Dr. Pai firmly believes in the power of entrepreneurship to spur innovation, alleviate people lives and transform society. He is a prolific investor and mentor to start ups with his deep experience in building large enterprises and institutions. Through his family offices, MEMG Family Office & Claypond Capital, he is leading and making marquee investments in some of the leading start-up success stories in India, primarily across consumer, fintech, ed tech and healthcare sectors. He also holds an enviable distinction of partnering with number of global PE and sovereign funds to scale up the group’s businesses and providing positive returns and handsome exits to all the investors.

Educational Background

Dr. Ranjan Pai is a medical graduate from Kasturba Medical College, Manipal and has completed his fellowship in hospital administration in the United States.

11 | P a g e

Notice

Annexure - II

==> picture [31 x 28] intentionally omitted <==

DETAILS OF DIRECTOR SEEKING APPOINTMENT

[Pursuant to Regulation 36 of the SEBI Listing Regulations and Secretarial Standard – 2]

PARTICULARS	DR. RANJAN RAMDAS PAI
Director Identification Number(DIN)	00863123
Designation/ Categoryof Directorship	Non-Executive Independent Director
Educational qualification	Medical graduate from Kasturba Medical College, Manipal and Fellowshipin Hospital Administration in the United States
Experience	More than 24years
Expertise in specific functional area	Medical
Brief resume of the Director	Formspart of ExplanatoryStatement to this Notice
Skills and Capabilities	• Business Strategy, Brand Building and Leadership • Strategic Planning • General Administration
Date of first appointment on the Board	Appointed as Non-Executive Independent Director with effect from October 24,2024
Date of birth/age	November 11,1972/ 51years
Nationality	Indian
Directorships held in other listed Companies	NIL
Membership in Committees in United Breweries Limited(UBL)	CSR/ ESG Committee
Membership/ Chairpersonship of committees in other listed companies	NIL
Shareholdingin UBL	NIL
Number of Board Meeting attended during theyear	Not Applicable
Sitting fees / Commission/ Remuneration proposed to be drawn	Entitled to receive annually a base fixed fee at the discretion of the Board as may be applicable to other directors from time to time subject to necessaryapprovals,if any
Disclosure of relationship between directors_inter-se_or between the Director and the manager and other key managerial personnel of the Company	Dr. Ranjan Pai is not related to any other Director/ Key Managerial Personnel/ Manager of the Company, as may be applicable
Details of listed entities from which the person has resigned in thepast threeyears	NIL
Terms and conditions of appointment	Terms and conditions as may be specified in the letter of appointment
Details of the remuneration last drawn by suchperson,if applicable	Not Applicable

United Breweries Limited

Registered & Corporate Office: UB Tower, UB City, #24, Vittal Mallya Road, Bengaluru – 560 001, India

Tel: (91-80) 4565 5000, Email: ublcorporate@ubmail.com, Website: www.unitedbreweries .com Corporate Identity Number: L36999KA1999PLC025195

12 | P a g e