Voting Advisory

March 2016 Infosys Limited 1

02 March 2016 Infosys LimitedPostal Ballot (PB)

Company Profile BSE: 500209 | NSE: INFY Industry: Software Index: BSE SENSEX / NIFTY Face Value: Rs. 5 per share Fiscal Year End: March

Announcement Date: On or before 3 April 2016

Proxy Deadline: 31 March 2016, 5:30 PM

Notice Date: 24 February 2016

Registered Office: Electronics City, Hosur Road, Bengaluru 560 100

E-voting Site: https://www.evoting.nsdl.com

E-Voting Period: 2 March 2016, 9:00 A.M to 31 March 2016, 5:30 PM

Agenda Items

# Type1 Description of resolution IiAS

Recommendation See Legend

1 S Approve the 2015 Stock Incentive Compensation Plan and grant of stock incentives to the eligible employees of the Company under the Plan

FOR

Infosys Limited seeks shareholder approval to amend its current RSU 2011 Plan and introduce the 2015 Stock Incentive Compensation Plan in line with SEBI’s Guidelines on ESOPs. Under this plan, a maximum of 24.03 mn stock options will be granted (including the 11.2 mn RSUs already held in trust). Restricted Stock Units (RSU) will be granted at par value and stock options at market value on the date of the grant. The company will follow the fair value method to value the options. The dilution will be 1.0% of the expanded capital base. At current market price of Rs. 1124.5 per share and exercise price at face value of Rs. 5 per share, the cost of the RSUs will be around Rs. 19.1 bn. Assuming a grant period of five and half years (average of four-seven years), the company will expense Rs. 3.5 bn per annum (2.8% of FY15 PAT)

2 S Approve the 2015 Stock Incentive Compensation Plan and grant of stock incentives to the eligible employees of the Company’s subsidiaries under the Plan

FOR

The company requires shareholder approval in a separate resolution to extend the 2015 Stock Incentive Compensation Plan to the employees of subsidiaries.

3 S Reappointment of Prof. Jeffrey S. Lehman, as Independent Director for two years till 13 April 2018

AGAINST

Prof Jeffrey Lehman has been on Infosys’ board for 10 years (appointed on 14 April 2006). IiAS believes length of tenure is inversely proportionate to the independence of a director. Due to his long association (=10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Prof Jeffrey Lehman serving on its board, it should appoint him as non-independent director.

G M R S T V

4 O Appointment of Dr. Punita Kumar-Sinha, as an Independent Director for five years till 13 January 2021

FOR

Dr. Punita Kumar Sinha is the Founder and Managing Partner of Pacific Paradigm Advisors - independent investment advisory and management firm focused on Asia. Her appointment is in line with all statutory requirements.

5 O Reappointment of Dr. Vishal Sikka, Chief Executive Office and Managing Director FOR

Dr. Vishal Sikka’s employment contract is being extended from June 2019 to March 2021, aligned with the future plans laid out for Infosys. The company also proposes to revise his remuneration which is more focused on equity compensation and less on cash compensation to motivate and retain him. The proposed annual pay is upto Rs. 737.0 mn (with a minimum of Rs 201.0 mn and a maximum of Rs 1.0 bn, based on targets achieved). While the remuneration is high compared to some of its peers in the Indian IT industry, it is comparable to global counterparts. In addition, 73-77% of his salary is variable, which helps establish the link between pay and company performance.

[1] O/S: Ordinary/Special

www.iias.in

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March 2016 Infosys Limited 2

Shareholders to note that, while IiAS recommends approval for the proposed remuneration of Dr. Sikka: 1. IiAS is of the opinion that the resolution could have been presented in the AGM of FY16, where details of Dr.

Sikka’s remuneration for FY16 would be available. While this would have not changed our recommendation it would have been useful in our decision making process.

2. In the EGM of 30 July 2014, Dr. Sikka’s remuneration was approved upto Rs. 424.8 mn. He was paid a remuneration of Rs 175.6 mn for FY 15 (for 290 days of the year). Infosys has enough of a headroom in Dr. Sikka’s approve remuneration to allow for a significantly escalation in the actual payout. IiAS does not encourage midway revisions in remuneration till the approved threshold is reached.

3. We expect detailed disclosures on the remuneration paid to him for FY16 in the Annual Report of FY15-16. Infosys must detail the benchmarks used to arrive at Dr. Sikka’s compensation like global counterparts such as Microsoft, IBM, and Adobe.

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March 2016 Infosys Limited 3

Company Overview Infosys Ltd is a Bengaluru-based multinational IT services provider with a broad range of services that span IT consulting, application development and maintenance. In addition, the company offers cloud and IT transformation services, such as cloud-based transformation, Big Data, and workplace transformation; and enterprise mobility services and solutions. Most of the company’s revenues are generated from the services business, but it also has a products and platform vertical which was recently hived off into a wholly owned subsidiary. The company was founded in 1981 and is headquartered in Bengaluru.

Promoters: NR Murthy, N Nilekani, S Gopalakrishnan, K Dinesh, SD Shibulal

Market snapshot Mkt Price (Rs): 1124.5 Mkt Cap (Rs.bn): 2655.8 Networth (Rs.bn) [c]: 547.6 52-week H-L (Rs): 932.5 - 1219.0 Current P/E(x)[c]: 17.2 Current P/B (x)[c]: 5.5

Previous Advisory Infosys AGM – 22 June 15 Infosys PB – 3 June 15 Infosys PB – 27 Feb 15

Price Performance

Financial performance (Rs.bn)

Year ending 31-Mar 2013 2014 2015

Total Income 427.2 528.0 567.5

EBITDA 139.0 160.0 183.3

EBITDA Margin (%) 32.5 30.3 32.3

PBT 128.0 147.3 172.6

PBT Margin (%) 30.0 27.9 30.4

PAT 94.3 106.6 123.3

PAT Margin (%) 22.1 20.2 21.7

EPS (Rs.) 165.0 185.6 107.9[1]

ROANW (%) 24.8 23.9 22.5

ROACE (%) 37.2 33.7 34.1

Debt/EBITDA (x) 0.0 0.0 0.0 [c] consolidated [1] The EPS for FY15 is adjusted for the 1:1 bonus issue in Dec’14

Trend in Shareholding Pattern (%) As on Promoter1 DII FII Others

31-Dec-15 13.1 17.6 40.0 29.3

30-Sep-15 13.1 17.2 39.9 29.8

31-Mar-15 13.1 15.1 38.0 33.9

31-Mar-14 15.9 13.7 42.1 28.3

31-Mar-13 16.0 17.5 40.5 26.0

31-Mar-12 16.0 16.6 39.0 28.4

31-Mar-11 16.0 9.0 36.1 38.9

[1] Pledged Shares: Nil

Top Public Shareholders

No. Name of the Shareholder Shares

held (million)

Holding as % of total

1 Life Insurance Corporation of India 128.5 5.6

2 Abu Dhabi Investment Authority 54.4 2.4

3 Government of Singapore 51.4 2.2

4 Oppenheimer Developing Markets Fund 49.6 2.2

5 HDFC Trustee Company Limited 37.0 1.6

6 Vanguard Emerging Markets Stock Index Fund 30.8 1.3

7 ICICI Prudential Life Insurance Company Ltd 29.8 1.3 Total 381.6 16.6

62%

43%

22%

33%

23%

35%

0%

10%

20%

30%

40%

50%

60%

70%

3YR 5 YR

Infosys S & P BSE Sensex Nifty 50

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March 2016 Infosys Limited 4

Category: Employee Stock Options

# Type Description of resolution IiAS

Recommendation Indicators See Legend

1 S Approve the 2015 Stock Incentive Compensation Plan and grant of stock incentives to the eligible employees of the Company under the Plan

FOR

2 S Approve the 2015 Stock Incentive Compensation Plan and grant of stock incentives to the eligible employees of the Company’s subsidiaries under the Plan

FOR

The Securities and Exchange Board of India (SEBI) has issued the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations) w.e.f. 28 October 2014 and has repealed the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI ESOP Guidelines 1999). All listed companies having existing schemes to which the SEBI Regulations apply are required to comply with them in their entirety. Infosys has an existing 2011 RSU Plan which provides for the grant of restricted stock units (RSUs) to eligible employees of the Company. The RSUs will be issued at par value of equity shares. Infosys plans to introduce stock options / ADRs and other stock incentives in addition to the RSU 2011 Plan and the RSU plan also needs to be amended so that the scheme can be offered to employees of the Company and employees of its subsidiary companies. Infosys proposes to adopt a new scheme under the SEBI Regulations by amending the existing RSU 2011 Plan, under the name of ‘2015 Stock Incentive Compensation Plan’ for the purposes of granting restricted stock units (‘RSU’) and stock incentives to the employees of the Company and its subsidiaries to enable them to get equity shares, ADR/S’s or cash (‘2015 Plan’), which was approved by the Board on 12 October 2015. The board has approved creation of a pool of up to 2% of the shares outstanding towards the 2015 Stock Incentive Compensation Plan for employees. Table 1: 2015 Stock Incentive Compensation Plan

Maximum no of options to be granted (RSUs / Stock options / ADRs)

24,038,883 equity shares (or 1% of the shares outstanding). This includes: 11,223,576 (0.47%) existing treasury shares of the Company that are

currently held in trust towards the 2011 RSU Plan. 5,815,307 (0.24%) new shares as RSUs 7,000,000 (0.29%) as new stock options at market price

Infosys expects the pool of 24,038,883 shares to be granted over a period of 4 -7 years

Vesting period One year from the grant of options Maximum Vesting period. Four years from the grant of options Employees entitled to participate in ESOP

Employees, as defined under the SEBI Regulations, of the Company and its subsidiary companies, whether working in India or abroad

Exercise price Restricted stock units: par value of the shares (Rs. 5 per share) Stock options: market price as on the date of the grant

Exercise period The administrator shall decide the exercise period and process of exercise and the same shall be mentioned in the agreement with employees

Maximum number of options to be issued per employee

Equity shares: Upto 1% of paid-up equity capital of the Company

Implementation The Administrator shall administer the 2015 Plan either through itself or through a trust or both as it deems fit.

Implementation method New issue of shares and shares already held by the trust Valuation method Company shall follow fair value method to value the options

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March 2016 Infosys Limited 5

At current market price of Rs. 1124.5 per share and exercise price at face value of Rs. 5 per share, the cost of the 2015 Stock Incentive Compensation Plan (RSUs only, equity and ADRs are at market value) will be around Rs. 19.1 bn. Assuming a grant period of five and half years (average of four-seven years), the company will expense Rs. 3.5 bn per annum (2.8% of FY15 PAT). Vested options which are not exercised or cancelled due to resignation/termination of employees will get lapsed. Through a separate resolution, the company is seeking approval to grant options to the employees of its subsidiaries within the overall ceiling of 24.03 mn options. IiAS recommends voting FOR the resolutions.

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March 2016 Infosys Limited 6

Category: Board Appointments

# Type Description of resolution IiAS

Recommendation Indicators See Legend

3 S Reappointment of Prof. Jeffrey S. Lehman, as Independent Director for two years till 13 April 2018

AGAINST G M R S T V

4 O Appointment of Dr. Punita Kumar-Sinha, as an Independent Director for five years till 13 January 2021

FOR

Table 2: Board Composition and Board Meeting Attendance

Sl. No

Name of director

Occupation Age Tenure

(yrs)

Board Attendance

for FY15

Other directorships

for FY15

Pay (Rs.mn)

For FY15

IiAS Recommendation

Executive Directors

1. Dr. Vishal Sikka CEO 48 2 100 Nil 175.6

2. U.B Pravin Rao Whole Time Director 54 2 100 Nil 60.8

Non-executive Independent Directors

3. R Seshasayee Chairman – Infosys Chairman – Ashok Leyland

67 5 89 3 10.3

4. Ravi Venkatesan Former Chairman, Microsoft India

53 5 56 Nil 8.4

5. Prof Jeffrey Lehman

Vice Chancellor, NYU Shanghai

59 10 56 Nil 12.0 AGAINST

6. Ms. Kiran Mazumdar-Shaw

Chairman & MD, Biocon

63 2 100 2 7.6

7. Prof. John W. Etchemendy

Provost, Stanford University

61 1 100 Nil 2.3

8. Ms. Roopa Kudva MD - Omidyar Network India

52 1 - 2 1.1

9. Dr. Punita Kumar-Sinha

Founder - Managing Partner, Pacific Paradigm Advisors

53 - - 6 - FOR

Seeking reappointment Seeking appointment KV Kamath stepped down from the Board in June 2015 to head BRICS Bank

Carol M Browner stepped down from the Board in November 2015 citing personal reasons

IiAS Assessment Parameters for Board Appointments

Assessment Parameter Comment Regulatory Requirement

Is the chairman of the board an independent director? Yes

Is there a separation in the roles between the Chairman and CEO? Yes Recommended separate director

Proportion of independent directors on the board [1] 67% 33%, where Chairman is a Non Promoter,

Non-Executive director

Proportion of non-executive directors on the board 78%

Is there at least one woman director on the board? Yes At least one

Does the company have a policy on the retirement age of directors? No

[1] as per IiAS classification Prof Jeffrey Lehman has been on Infosys’ board for 10 years. IiAS believes length of tenure is inversely proportionate to the independence of a director. Due to his long association (=10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Prof Jeffrey Lehman serving on its board, it should appoint him as non-independent director.

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Director Profiles Prof Jeffrey Lehman

Qualification Bachelor’s degree in Mathematics – Cornell University Degrees in law and public policy - University of Michigan

Work experience

Inaugural Vice-Chancellor - NYU Shanghai former Founding dean - Peking University School of Transnational Law, former President of Cornell University, former Dean of the University of Michigan Law School

Other directorships Nil

Dr. Punita Kumar-Sinha

Qualification

Ph.D. and Masters in Finance - Wharton School, University of Pennsylvania Chemical Engineering - Indian Institute of Technology, New Delhi. MBA - Drexel University CFA

Work experience

Founder and Managing Partner, Pacific Paradigm Advisors former Senior Managing Director - Blackstone former Chief Investment Officer – Blackstone Asia Advisors former Senior Portfolio Manager and CIO - The India Fund, The Asia Tigers Fund, The

Asia Opportunities Fund

Other directorships

1. SKS Microfinance Limited 2. Rallis India Limited 3. SREI Infrastructure Finance Limited 4. Sobha Limited 5. JSW Steel Limited 6. FairFax India (Listed in Toronto)

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March 2016 Infosys Limited 8

Category: Remuneration

# Type Description of resolution IIAS

Recommendation Indicators See Legend

5 O Reappointment of Dr. Vishal Sikka, CEO & MD and to fix his remuneration

FOR

IiAS Assessment Parameters for Managerial Remuneration

Assessment Parameter Comment Details

Is the remuneration for promoter? No

Is the current remuneration higher than peers? No

Is the proposed remuneration in line with industry peers? No Refer Table 4&5

Is there a significant hike in remuneration from previous term/year? Yes Refer Table 3

Is the remuneration commensurate with the growth in profits/operations? Yes

Is the proposed resolution open-ended? No Refer Table 3

Is there a component of performance-linked pay in the proposed salary? Yes Refer Table 3

Does the person have the requisite qualifications? Yes

Has the company disclosed a clear remuneration policy to the shareholders? Yes Refer Table 3

N.A – Not applicable

Discussion Infosys appointed Dr. Vishal Sikka as the CEO and MD on 14 June 2014 for a period of five years. He officially took over from the former CEO and MD, S.D Shibulal, w.e.f. 1 August 2014. Under the leadership of Dr. Sikka , Infosys has set an ambitious growth target to achieve $20 bn in revenue, with a 30% operating profit margin and a per employee revenue of $80,000 by fiscal year 2021. Infosys recommends that Dr. Sikka’s present contract of employment (to extend till June 2019) be replaced with a new one that is aligned to the period and goals, as well as to shareholder value creation. The new contract of employment starts on 1 April 2016 and will extend through 31 March 2021. Table 3: Dr. Vishal Sikka’s Present and Proposed Remuneration (Rs/ $ in mn)

Particulars

Actuals Paid from 14 June 2014 till 31

March 2015

Proposed from FY16-FY21 ($)

Proposed from FY16-FY21

(Rs) Minimum Maximum

Fixed Compensation

45.6

$1.0 67.0 $1.0 $1.0

Variable Pay Upto $3.0 Upto 201.0 - Upto $4.0

Perquisites / Others As per company

policy As per company

policy As per company

policy As per company

policy

Restricted Stock Options 130.0 $2.0 134.0 $2.0 $2.0

Performance equity and stock options

Nil $5.0 335.0 - $7.5

Total (including stock options)

175.6 Upto $11.0 Upto 737.0 $3.0 Upto $14.5

Ratio of remuneration to Median Remuneration of Employees

116.9 [1]

$ 1.0 = Rs 67.0 [1] The median has been computed only with fixed and variable pay. RSUs have been excluded.

Restricted stock options will be granted to Dr. Sikka at a grant value aggregating $2 million, which vest over four years subject to continued service (time-based RSUs). In addition, Dr. Sikka will be eligible for performance-based equity and stock options aggregating $5,000,000, which will be granted upon the Company’s achievement of certain performance targets as determined by the Board at its sole discretion (Performance Equity). Fiscal year performance targets will be set by the Board annually to align with the Company’s stated goals for FY20-21 for revenue, margins and revenue per person.

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March 2016 Infosys Limited 9

The closing trading price on the date of the grant will decide the number of RSUs that will be granted: these shares will be granted at face value to Dr. Sikka, in terms of the company’s Restricted Stock Units (RSU) Plan 2011. The stock incentives shall vest over a period of four years or such other term as decided by the Board and will be issued at market price on the date of the grant as per the 2015 Stock Incentive Compensation Plan. Perquisites for Dr. Vishal Sikka include: i) Paid vacations ii) General employee and director benefits. In case of losses or inadequate profits, Dr. Vishal Sikka’s remuneration will not exceed the limits specified under Schedule V of the Companies Act 2013. Minimum and maximum remuneration: Should Dr. Sikka fail to achieve minimum performance targets, his remuneration as proposed will fall to $3,000,000 annually, consisting of $1,000,000 of base salary and $2,000,000 of time-based RSUs. If Dr. Sikka’s performance targets are overachieved, the performance-based payments for variable components of his compensation (variable pay and Performance Equity) will be capped at 150% of the target compensation for such variable components. Analysis Dr. Vishal Sikka is a professional director, who was chosen after a thorough and rigorous screening process by the nomination committee, headed by K.V Kamath. Dr. Sikka comes in with years of experience in the product development, emerging technology and cloud computing space, all of which are high-margin business and which reflect future areas of growth for Infosys. Table 4: Remuneration of global peers (latest available data)

Sr. No.

Company Name

Name of Director

Designation Total Remuneration

($ mn) Total income

($ bn) PAT

($ bn)

1 Cognizant Fransisco D’Souza CEO 11.3 10.3 1.4

2 Capgemini Paul Hermelin CEO 4.5 [1] 11.8 0.6

3 Adobe Shantanu Narayen CEO 17.9 4.1 0.3

4 Infosys Dr. Vishal Sikka MD & CEO 2.7 [2]

Proposed - Upto $11.0 8.7 1.9

[1] €1 = $ 1.09 [2] includes valuation of RSUs and from 14 June 2014 till 31 March 2015

Table 5: Remuneration of Indian peers (latest available data) Sr. No.

Company Name

Name of Director

Designation Total Remuneration

(Rs mn) Total income

(Rs bn) PAT

(Rs bn)

1 TCS N Chandrasekaran MD & CEO 212.8 978.8 200.6

2 Wipro T.K Kurien CEO 91.1 494.0 86.6

3 Infosys Dr. Vishal Sikka MD & CEO 175.6[1] 567.4 123.3

[1] includes valuation of RSUs and from 14 June 2014 till 31 March 2015

Source: IiAS analysis, comPAYre (IiAS’ proprietary remuneration tool) The remuneration policy for Dr. Sikka has several positive elements: i. High component of variable pay: IiAS observes that 73%-77% of the pay is variable, and linked to his

performance on targets set by the board. This is a robust remuneration structure, as it helps establish the very strong relationship between remuneration and company performance.

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March 2016 Infosys Limited 10

ii. Restricted Stock Units (RSU) / Performance based stock options: Almost 61-64% of Dr. Sikka’s

remuneration is in the form of Restricted Stock Units (RSU) and Stock options. Under the RSU scheme, Dr. Sikka will be eligible to receive an annual grant of RSUs having an aggregate value of Rs. 120 mn. The vesting period will commence after 12 months from the grant date, after which Dr. Sikka will be able to exercise the RSUs at par value and receive and equivalent amount of equity shares/American Depository Shares (ADS) in return. All other terms and conditions will be set later by the company. The performance based stock options shall vest over a period of four years or such term as decided by the Board and will be issued at market price on the date of the grant as per the 2015 Stock Incentive Compensation Plan. This will help reward Dr. Sikka’s performance with ownership in proportion to his contribution and align his interests with those of the company.

Notwithstanding the appropriate structuring of compensation, Dr. Sikka’s remuneration is one of the highest for professionals in corporate India. Although IiAS recommends voting FOR Dr. Sikka’s appointment and his remuneration, we recognize that the company and the industry could face new challenges with respect to executive compensation. i. Upward bias on executive pay in Infosys: Infosys in the past has been conservative in paying its executive

directors. This was applicable for both promoter and non-promoter directors. In part this was compensated by generous ESOP’s. Given this proposed remuneration, there may be internal pressure to raise the compensation for other executive directors, and across all levels.

ii. Pressure on Indian peers to increase remuneration: A broader concern with the proposed remuneration is

that it is high, compared not just to other Indian IT peers, but corporate salaries in general. This will put pressure on companies to increase their CEO compensation.

IiAS recommends voting FOR the resolution.

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March 2016 Infosys Limited 11

Legend

IiAS publishes voting recommendations on shareholder resolutions. These recommendations are non-binding in nature. Investors may have their own voting parameters which may, on aspects, differ from those of IiAS. On such occasions, investors should use these recommendations as a guiding tool. The data and regulations reviewed while arriving at a recommendation are disclosed to the investors. This gives the investor clarity regarding the basis for our recommendations. Please note that voting recommendations do not constitute advice to buy, sell or hold securities.

Indicator Meaning Description Common Examples

Governance Issue

This symbol is used for resolutions which indicate poor corporate governance practices or non-compliance with the regulatory provisions. Consequently, they are usually accompanied with an AGAINST recommendation. IiAS may also include measures/best practices which the company can adopt to improve its governance record.

Managerial remuneration, Auditor appointments

Minority shareholder impact

This symbol is used for resolutions which negatively affect the minority shareholders of the company. IiAS usually recommends voting AGAINST such resolutions as they benefit the controlling or a class of shareholders at the expense of others.

Preferential warrants, Differential rights

Moderate - High Risk

This symbol is used for operating decisions taken by the company management and IiAS will usually recommend voting FOR such resolutions. However, they carry an element of risk which may subsequently have a negative impact on the financials. Investors are therefore advised to review the risk factors highlighted by IiAS in its analysis before voting.

Any resolution

Strategic

Indicates a strategic decision of the company, the long term impact of which cannot be accurately ascertained at the time of proposal. These may be accompanied with a FOR or AGAINST recommendation based on a preliminary review of data provided to investors. IiAS recommendations on such strategic decisions are dependent primarily on short-term indicators like market reaction, analyst opinions, valuation impact, etc. Investors may choose to support a resolution in expectation of higher returns.

Mergers, Amalgamations, Hive-offs, Entering new lines of business

Transparency Issue

Indicates lack of adequate information. Even though IiAS provides both FOR and AGAINST recommendations on such resolutions (based on available data), investors are advised to seek further clarifications from the company. Investors should take into account any additional information received from the company before voting.

Any resolution

Valuation

Refers to a valuation impact on the company’s financials. These resolutions are likely to impact the company’s margins and long term profitability. IiAS typically will recommend voting AGAINST such a resolution. Investors are advised to critically review the company’s proposal in such cases. However, they may choose to support a resolution in expectation of higher returns.

Increase in borrowings. Related party transactions, Excessive dilution

G

M

S

V

T

R

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Disclaimer This document has been prepared by Institutional Investor Advisory Services India Limited (IiAS). The information contained herein is solely from publicly available data, but we do not represent that it is accurate or complete and it should not be relied on as such. IiAS shall not be in any way responsible for any loss or damage that may arise to any person from any inadvertent error in the information contained in this report. This document is provided for assistance only and is not intended to be and must not be taken as the basis for any voting or investment decision. The user assumes the entire risk of any use made of this information. Each recipient of this document should make such investigation as it deems necessary to arrive at an independent evaluation of the individual resolutions referred to in this document (including the merits and risks involved). The discussions or views expressed may not be suitable for all investors. The information given in this document is as of the date of this report and there can be no assurance that future results or events will be consistent with this information. This information is subject to change without any prior notice. IiAS reserves the right to make modifications and alterations to this statement as may be required from time to time. However, IiAS is under no obligation to update or keep the information current. Nevertheless, IiAS is committed to providing independent and transparent recommendation to its client and would be happy to provide any information in response to specific client queries. Neither IiAS nor any of its affiliates, group companies, directors, employees, agents or representatives shall be liable for any damages whether direct, indirect, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of the information. The disclosures of interest statements incorporated in this document are provided solely to enhance the transparency and should not be treated as endorsement of the views expressed in the report.

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IiAS Voting Policy IiAS' voting recommendations are based on a set of guiding principles, which incorporate the basic tenets of the legal framework along with the best practices followed by some of the better governed companies. These policies clearly list out the rationale and evaluation parameters which are taken into consideration while finalizing the recommendations. The detailed IiAS Voting Guidelines are available at www.iias.in/IiAS-voting-guidelines.aspx. The draft report prepared by the analyst is referred to an internal Review and Oversight Committee (ROC), which is responsible for ensuring consistency in voting recommendations, alignment of recommendations to the IiAS’ voting criteria and setting and maintaining quality standards of IiAS’ proxy reports. Details regarding the functioning and composition of the ROC committee are available at www.iias.in. In undertaking its activities, IiAS relies on information available in the public domain i.e. information that is available to public shareholders. However, in order to provide a more meaningful analysis, IiAS, generally seeks clarifications from the subject company. IiAS reserves the right to share the information provided by the subject company in its reports. Further details on IiAS policy on communication with subject companies are available at www.iias.in.

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Conflict Management IiAS and its research analysts may hold a nominal number of shares in companies IiAS covers (including the subject company), as on the date of this report. A list of IiAS’ shareholding in companies is available at www.iias.in. However, IiAS, the research analyst(s) responsible for this report, and their associates or relatives, do not have actual/beneficial ownership of one per cent or more securities of the subject company, at the end of the month immediately preceding the date of publication of this report. A list of shareholders of IiAS as of the date of this report is available at www.iias.in. However, the preparation of this report is monitored by an internal Review and Oversight Committee (ROC) of IiAS and is not subject to the control of any company to which such report may relate and which may be a shareholder of IiAS.

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Other Disclosures IiAS further confirms that, save as otherwise set out above or disclosed on IiAS’ website (www.iias.in): IiAS, the research analyst(s) responsible for this report, and their associates or relatives, do not have any financial interest in the subject

company. IiAS, the research analyst(s) responsible for this report, and their associates or relatives, do not have any other material conflict of interest

at the time of publication of this report. As a proxy advisory firm, IiAS provides subscription, databased and other related services to various Indian and international customers

(which could include the subject company). IiAS generally receives between INR 10,000 and INR 2,500,000 for such services from its customers. Other than compensation that it may have received for providing such services to the subject company in the ordinary course, none of IiAS, the research analyst(s) responsible for this report, and their associates or relatives, has received any compensation from the subject company or any third party for this report.

None of IiAS, the research analyst(s) responsible for this report, and their associates or relatives, has received any compensation from the subject company or any third party in the past 12 months in connection with the provision of services of products (including investment banking or merchant banking or brokerage services or any other products and services), or managed or co-managed public offering of securities of the subject company.

The research analyst(s) responsible for this report has not served as an officer, director or employee of the subject company. None of IiAS or the research analyst(s) responsible for this report has been engaged in market making activity for the subject company.