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United Spirits Limited Proxy Solicitation & Information Statement 2022

May 16, 2022

62402_rns_2022-05-16_a7f4b65c-f168-4876-b5d6-620d8e09d897.pdf

Proxy Solicitation & Information Statement

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United Spirits Limited Registered Office: ‘UB Tower’ #24, Vittal Mallya Road, Bengaluru – 560 001 Tel: +91 80 2221 0705 Fax: +91 80 3985 6862 www.diageoindia.com

16[th] May 2022

BSE Limited Listing Department Dalal Street, Mumbai 400 001 Scrip Code : 532432

National Stock Exchange of India Ltd Exchange Plaza, C-1 Block G, Bandra Kurla Complex, Bandra East, Mumbai 400 051 Scrip Code : MCDOWELL-N

Subject: Notice of Postal Ballot

Dear Sir / Madam,

Further to our letter dated 10[th] May, 2022, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the postal ballot notice dated 13[th] May, 2022 for seeking approval for appointment of Mr. Mark Dominic Sandys (DIN: 09543864) as a Non-Executive Director of the Company by way of an ordinary resolution.

In compliance with Ministry of Corporate Affairs General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2021 dated 8[th] December, 2021 and 3/2022 dated 5[th] May 2022, attached postal ballot notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. 13[th] May 2022 (“Cut-off date”).

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members.

The voting period begins at 10.00 hours IST on Wednesday, 18[th] May 2022 and ends at 17.00 hours IST on Thursday, 16[th] June 2022. The e-voting module shall be disabled by NSDL for voting thereafter.

The said postal ballot notice may also be accessed on the Company’s website at www.diageoindia.com.

The results of the e-voting by Postal Ballot will be announced on or before 18[th] June 2022.

The above is for your information and records.

Thanking You, For United Spirits Limited

MITAL Digitally signed by MITAL ARVIND ARVIND SANGHVI Date: 2022.05.16 SANGHVI 18:51:24 +05'30' Mital Sanghvi Company Secretary

Encl.: a/a

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Corporate Identity Number: L01551KA1999PLC024991

[email protected]

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UNITED SPIRITS LIMITED

Registered Office: “UB Tower”, No. 24, Vittal Mallya Road, Bengaluru – 560 001 Tel: 080-4544 8000; Fax: 080-39856862; Corporate Identity Number: L01551KA1999PLC024991 Website: www.diageoindia.com  e-mail: [email protected]

NOTICE OF POSTAL BALLOT

Notice is hereby given to the Members of United Spirits Limited (‘the Company’), pursuant to sections 108 and 110 of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being in force) (‘the Act’), read with rule 20 and rule 22 of the Companies (Management and Administration) Rules, 2014 as amended (‘the Rules’) and in accordance with the guidelines as prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding of general meeting/postal ballot process through e-voting vide the General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2021 dated 8[th] December, 2021 and 3/2022 dated 5[th] May 2022, 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 issued by the Institute of Company Secretaries of India (‘SS-2’) and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder, that the Ordinary Resolution as set out in this Notice is proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means only.

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 Thursday, 16[th] June 2022. The remote e-voting facility will be disabled by National Securities Depository Limited (‘NSDL’) immediately thereafter.

ITEM NO.1

Appointment of Mr. Mark Dominic Sandys (DIN : 09543864) as a Non-Executive Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT in accordance with the provisions of sections 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Mark Dominic Sandys (DIN : 09543864), who was appointed by the Board of Directors on the recommendation of Nomination and Remuneration Committee as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from 1[st] April, 2022, who holds office up to the date of ensuing Annual General Meeting in terms of section 161 of the Act and in respect of whom the Company has received a notice in writing from a Member under section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

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

Place: Mumbai Date : 13[th] May, 2022

Mital Sanghvi Company Secretary Membership No. – A16781

Registered Office:

“UB Tower”, No. 24, Vittal Mallya Road, Bengaluru – 560 001 Corporate Identity Number: L01551KA1999PLC024991 Tel: 080-4544 8000; Fax: 080-39856862; Website: www.diageoindia.com E-mail: [email protected]

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NOTES:

  1. The Explanatory Statement and reasons for the proposed Resolution pursuant to Section 102 read with Section 110 of the Act setting out material facts are appended herein below. Details in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) forms part of the Explanatory Statement forming part of this Notice.

  2. In compliance with the MCA Circulars, the Notice is being sent only by electronic mode to those Members whose names appear in the Register of Members / List of Beneficial Owners maintained by the Company and as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (‘Depositories’) as on Friday, 13[th] May 2022, and whose e-mail IDs are registered with the Company / Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given below.

  3. The Members, whose names appear in the Register of Members / List of Beneficial Owners as received from Depositories as on Friday, 13[th] May 2022, being the cut-off date, are entitled to vote on the Resolution set forth in this Notice.

  4. In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility to all the Members of the Company as on the cut-off date. For this purpose, the Company has entered into an agreement with NSDL for facilitating e-voting to enable the Shareholders to cast their votes electronically.

  5. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.diageoindia.com and on websites of the stock exchanges where equity shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and also on NSDL website at https://www.evoting.nsdl.com/

  6. All the documents referred to in the Explanatory Statement, shall be available for inspection through electronic mode from Wednesday, 18[th] May 2022 to Thursday, 16[th] June 2022 basis the request being sent on [email protected] mentioning their name, Folio no. / Client ID and DP ID, with a self-attested copy of their PAN card attached to the email.

  7. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, 13[th] May 2022, being the cut-off date fixed for the purpose.

  8. The voting period begins at 10.00 hours IST on Wednesday, 18[th] May 2022 and ends at 17.00 hours IST on Thursday, 16[th] June 2022. The e-voting module shall be disabled by NSDL for voting thereafter.

  9. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company at [email protected] or [email protected] along with the copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants. In case of any queries / difficulties in registering the e-mail address, Members may write to [email protected] or [email protected]

  10. The Company has appointed Mr. Sudhir V. Hulyalkar, Company Secretary in Practice (CP no. - 6137); Address: 16/8, Ground Floor, 2[nd] Cross, Gupta Layout, South End Road (Near South End Circle), Basavanagudi, Bengaluru – 560 004, to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.

  11. The Scrutinizer will submit his report to the Chairman or any other person authorized by him after completion of the scrutiny and the results of the e-voting by Postal Ballot will be announced on or before 18[th] June 2022. The Resolution, if passed by requisite majority shall be deemed to have been passed on Thursday, 16[th] June 2022, being the last date specified by the Company for e-voting.

  12. The declared results along with the report of the Scrutinizer shall be forwarded to the BSE Limited and National Stock Exchange of India Limited and shall be uploaded on the website of the Company i.e. www.diageoindia.com and website of NSDL at https://www.evoting.nsdl.com/.

13. The instructions for Shareholders for e-voting are as under:

  • (i) Information and instructions for e-voting by Individual Shareholders holding shares of the Company in demat mode:

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

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Individual demat account holders would be able to cast their vote without having to register again with the e-voting Service Provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

  • (ii) Login method for e-voting Individual shareholders holding securities in Demat mode is given below:

Type of Shareholders Login Method Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL viz. holding securities in https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services Demat mode with NSDL home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system 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 hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  2. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in Demat mode with CDSL

  1. Existing users who have opted for Easi / Easiest, they can login through their 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/ myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

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Type of Shareholders Login Method

  1. After successful login the Easi/Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting Service Providers for casting votes along with links of the respective e-voting service provider i.e. NSDL as per information provided by Issuer/Company. Additionally, we are providing links to ESP so that the user can visit the ESP’s site directly.

  2. If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration

  3. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home 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 provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders You can also login using the login credentials of your demat account through your (holding securities Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, in demat mode) you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to login through their NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting Depository Participants feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

  • (iii) Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

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Login type Helpdesk details
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Login type Helpdesk details
Individual
Shareholders
holding
securities in Demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a
request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding
securities in Demat mode with
CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending
a request at [email protected] or contact at 022- 23058738 or
022-23058542-43

(iv) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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  1. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL Your User ID is:
or CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL
or CDSL) or Physical
Your User ID is:
a)
For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then
your user ID is IN300
12**.
b)
For Members who hold shares in demat
account with CDSL.
16 Digit Benefciary ID
For example if your Benefciary ID is 12** then your user
ID is 12**
c)
For Members holding shares in Physical
Form.
EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user
ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  7. b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  8. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  11. Now, you will have to click on “Login” button.

  12. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period

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  1. Now you are ready for e-Voting as the Voting page opens.

  2. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  3. Upon confirmation, the message “Vote cast successfully” will be displayed.

  4. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

It is strongly recommended not to 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 www.evoting.nsdl.com to reset the password.

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 www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Sreejith Ramachandran, Assistant Manager, at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (“the Act”), sets out all material facts relating to item No. 1 mentioned in accompaning notice.

Item No. 1

The Board of Directors, based on the recommendation of Nomination and Remuneration Committee and subject to approval of the Members pursuant to sections 152 and 161 of the Companies Act, 2013 and Articles of Association of the Company, approved the appointment of Mr. Mark Dominic Sandys (DIN : 09543864), as an Additional Director (Non-Executive, Non-Independent) of the Company, with effect from 1[st] April, 2022.

As per Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders for appointment of a person on the Board of Directors has to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Mr. Mark Dominic Sandys is eligible to be appointed as a Non-Executive Director. The Company has received a requisition from Diageo Relay B. V., promoter of the Company, for appointment of Mr. Mark Dominic Sandys as non-executive director of the Company in terms of Articles of Association. The Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder signifying his candidature as a Director of the Company.

Mr. Mark Dominic Sandys, 47 years, is a graduate of Oxford University and a highly experienced senior marketing executive. He has worked at Diageo for over 20 years, beginning as a graduate trainee. He was appointed Global Head of Beer and Baileys, in November 2014 and is based in Dublin. In this role he is accountable for all of Diageo’s beer businesses worldwide. He is also responsible for the Baileys brand, Diageo’s 4th biggest spirits brand and the world’s best-selling liqueur. In 2016, the Smirnoff brand has come under his remit and more recently he took on Captain Morgan. Collectively the Beer, Baileys, Smirnoff and Captain Morgan portfolio is worth approximately 30% of the Diageo business.

Prior to his current role, Mr. Mark Dominic Sandys was the Category Director, Whisky & Reserve, for Diageo Asia Pacific. Based in Singapore Mr. Mark Dominic Sandys was responsible for driving the growth of the Scotch and Reserve portfolio across the region which saw Diageo reach record levels of market share in Whisky. Before moving to Singapore in 2011, he held the position of Marketing Director for Diageo Russia and Eastern Europe for three years and was based in Moscow.

Mr. Mark Dominic Sandys is, presently, on the Board of Diageo Ireland Unlimited Company, Diageo Ireland Holdings Unlimited Company, Diageo Turkey Holdings Limited, Guinness Storehouse Limited and Guinness Nigeria PLC. Mr. Mark Dominic Sandys is a member of the Corporate Social Responsibility & Environmental, Social and Governance Committee of the Company and does not hold any Membership/Chairmanship of the Board Committees in other Companies in India.

Mr. Mark Dominic Sandys has not resigned from any of the Indian listed entity in past three years. Post appointment of Mr. Mark Dominic Sandys as the Non-Executive Director of the Company, no Board Meeting was held till the date of this notice, hence he has not attended any Board Meeting of the Company.

Mr. Mark Dominic Sandys is not inter-se related to any other Director or Key Managerial Personnel of the Company.Mr. Mark Dominic Sandys does not hold equity shares of the Company by himself or for any other person on beneficial basis.

Mr. Mark Dominic Sandys shall not receive any sitting fees, commission or stock options from the Company. Mr. Mark Dominic Sandys shall be entitled to draw expenses incurred for travelling / boarding to participate in Board / Committee Meetings and other Company related work, in his capacity as the Non-Executive Director of the Company.

The Board considers that Mr. Mark Dominic Sandys association would be of immense benefit to the Company as the Non-Executive Director.

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Except Mr. Mark Dominic Sandys being an appointee, none of the Directors or Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise in this resolution, except to the extent of their shareholding, if any.

The Board of Directors recommends the resolution as set out as Item No.1 in the Notice for approval of Members as an Ordinary Resolution.

By Order of the Board of Directors

Place: Mumbai Date : 13[th] May, 2022

Mital Sanghvi Company Secretary Membership No. – A16781

Registered Office:

“UB Tower”, No. 24, Vittal Mallya Road, Bengaluru – 560 001 Corporate Identity Number: L01551KA1999PLC024991 Tel: 080-4544 8000; Fax: 080-39856862; Website: www.diageoindia.com E-mail: [email protected]

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