NESTLE INDIA LTD. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect Satish Srinivasan as Director and Approve Appointment and Remuneration of Satish Srinivasan as Whole-Time Director Designated as Executive Director-Technical

The 41 asset managers below reported 1,902,269 for, 875,694 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 41 asset managers. All 41 are in the interactive database (link above).

The 37 asset managers below reported 27,984,019 for, 700,707 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 37 asset managers. All 37 are in the interactive database (link above).

The 7 asset managers below reported 716,760 for, 3,540 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: "RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 152 OF THE COMPANIES ACT, 2013 ("THE ACT") AND REGULATION 17(1C) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ("LISTING REGULATIONS") AND/OR ANY OTHER APPLICABLE PROVISIONS OF THE ACT AND/OR THE LISTING REGULATIONS (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE), MR. SATISH SRINIVASAN (DIN: 10173407), WHO HAS BEEN APPOINTED AS AN ADDITIONAL DIRECTOR OF THE COMPANY BY THE BOARD OF DIRECTORS WITH EFFECT FROM 1ST JULY 2023 IN TERMS OF SECTION 161(1) OF THE ACT AND ARTICLE 127 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, BE AND IS HEREBY APPOINTED AS A DIRECTOR OF THE COMPANY AND THE PERIOD OF HIS OFFICE SHALL BE LIABLE TO DETERMINATION BY RETIREMENT OF DIRECTORS BY ROTATION. RESOLVED FURTHER THAT PURSUANT TO THE PROVISIONS OF THE SECTIONS 196, 197 OF THE COMPANIES ACT, 2013 ("THE ACT") AND REGULATION 17(1C) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ("LISTING REGULATIONS") AND ANY OTHER APPLICABLE PROVISIONS OF THE ACT AND/OR THE LISTING REGULATIONS (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE) AND SUBJECT TO THE REQUISITE APPROVAL OF THE CENTRAL GOVERNMENT, THE COMPANY HEREBY ACCORDS ITS APPROVAL TO THE APPOINTMENT OF MR. SATISH SRINIVASAN (DIN: 10173407), AS THE WHOLE-TIME DIRECTOR, DESIGNATED AS "EXECUTIVE DIRECTOR-TECHNICAL", FOR A TERM OF FIVE CONSECUTIVE YEARS COMMENCING FROM 1ST JULY 2023 UPTO 30TH JUNE 2028, ON THE TERMS AND CONDITIONS OF APPOINTMENT AND REMUNERATION AS CONTAINED IN THE DRAFT AGREEMENT, MATERIAL TERMS OF WHICH ARE SET OUT IN THE EXPLANATORY STATEMENT ATTACHED TO THIS NOTICE AND THE BOARD OF DIRECTORS BE AND IS HEREBY AUTHORIZED TO ALTER AND VARY SUCH TERMS AND CONDITIONS OF APPOINTMENT AND REMUNERATION SO AS TO NOT EXCEED THE LIMITS SPECIFIED IN SCHEDULE V TO THE ACT, AS MAY BE AGREED TO BY THE BOARD OF DIRECTORS AND MR. SATISH SRINIVASAN."

The 6 asset managers below reported 41,813 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

The 5 asset managers below reported 61,428 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

The 37 asset managers below reported 10,727,456 for, 17,957,270 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 37 asset managers. All 37 are in the interactive database (link above).

Description as filed by funds: RESOLVED THAT PURSUANT TO REGULATION 23 AND OTHER APPLICABLE PROVISIONS, OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ("LISTING REGULATIONS"), THE COMPANIES ACT, 2013 ("THE ACT") READ WITH THE APPLICABLE RULES, IF ANY (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE), APPROVAL OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR THE PAYMENT OF GENERAL LICENCE FEES (ROYALTY) BY NESTLE INDIA LIMITED ("THE COMPANY") TO SOCIETE DES PRODUITS NESTLE S.A. ("THE LICENSOR"), BEING A RELATED PARTY AS PER REGULATION 2(1)(ZB) OF THE LISTING REGULATIONS, AT THE RATE NOT EXCEEDING 5.25%, NET OF TAXES, OF THE NET SALES OF THE PRODUCTS SOLD BY THE COMPANY AS PER THE TERMS AND CONDITIONS OF THE EXISTING GENERAL LICENCE AGREEMENTS ("GLAS"), PAYABLE IN A STAGGERED MANNER OVER THE PERIOD OF FIVE YEARS BY MAKING AN INCREASE OF 0.15% PER ANNUM OVER THE CURRENT GENERAL LICENCE FEES (ROYALTY) OF 4.5% PER ANNUM EFFECTIVE FROM 1 ST JULY 2024, NOTWITHSTANDING THAT THE TRANSACTION(S) INVOLVING PAYMENTS TO THE LICENSOR WITH RESPECT TO GENERAL LICENCE FEES (ROYALTY), DURING ANY FINANCIAL YEAR INCLUDING ANY PART THEREOF, IS CONSIDERED MATERIAL RELATED PARTY TRANSACTION(S) BEING IN EXCESS OF THE LIMITS SPECIFIED UNDER REGULATION 23(1A) AND OTHER APPLICABLE PROVISIONS OF THE LISTING REGULATIONS AT ANY TIME RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OF THE COMPANY (INCLUDING ITS COMMITTEE THEREOF) BE AND IS HEREBY AUTHORISED BY THE MEMBERS OF THE COMPANY TO MAKE AMENDMENT/S TO THE GLAS, FROM TIME TO TIME, FOR THE UPDATION OF PRODUCTS AND/ OR UPDATION OF SCHEDULE OF TRADEMARKS AND/OR CHANGE OF THE LICENSOR TO ANY OTHER NESTLE AFFILIATE ENTITY AND/ OR OTHER TERMS RELATING TO OPERATION OF THE GLAS, PROVIDED THAT THE PAYMENT OF GENERAL LICENCE FEES (ROYALTY) SHALL NOT EXCEED THE RATE OF 5.25%, NET OF TAXES, OF THE NET SALES OF THE PRODUCTS SOLD BY THE COMPANY AS PER THE TERMS AND CONDITIONS OF THE EXISTING GLAS DURING ANY FINANCIAL YEAR INCLUDING ANY PART THEREOF. RESOLVED FURTHER THAT THIS RESOLUTION SHALL BE EFFECTIVE FROM 1ST JULY 2024. RESOLVED FURTHER THAT APPROVAL OF MEMBERS SHALL BE SOUGHT EVERY 5 (FIVE) YEARS IN COMPLIANCE WITH THE APPLICABLE LAWS AND REGULATIONS.

The 6 asset managers below reported 228,117 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 149, 150, 152 READ WITH SCHEDULE IV AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ("THE ACT") READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE), REGULATIONS 16(1)(B), 25(2A) AND OTHER APPLICABLE REGULATIONS, IF ANY, OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED ("LISTING REGULATIONS"), THE ARTICLES OF ASSOCIATION OF THE COMPANY AND ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS, MS SUNEETA REDDY (DIN: 00001873), WHO WAS APPOINTED AS AN ADDITIONAL DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM 5 TH APRIL 2024 IN TERMS OF SECTION 161(1) OF THE ACT AND ARTICLE 127 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, AND WHO HAS SUBMITTED A DECLARATION THAT SHE MEETS THE CRITERIA OF INDEPENDENCE AS PRESCRIBED UNDER THE ACT AND LISTING REGULATIONS AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING UNDER SECTION 160(1) OF THE ACT FROM A MEMBER PROPOSING HER CANDIDATURE FOR THE OFFICE OF DIRECTOR, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY, NOT LIABLE TO RETIRE BY ROTATION, WITH EFFECT FROM 5 TH APRIL 2024, TO HOLD OFFICE FOR A TERM OF FIVE CONSECUTIVE YEARS I.E. UPTO 4 TH APRIL 2029

The 6 asset managers below reported 220,797 for, 7,320 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

The 7 asset managers below reported 720,300 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

The 37 asset managers below reported 2,810,390 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 37 asset managers. All 37 are in the interactive database (link above).

The 6 asset managers below reported 71,885 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 61(1)(D), 64 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (''THE ACT''), THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014, SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (''LISTING REGULATIONS'') (INCLUDING ANY STATUTORY MODIFICATION(S), NOTIFICATIONS, CIRCULARS ISSUED THEREUNDER OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE), IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY AND SUBJECT TO SUCH PERMISSIONS, CONSENTS AND APPROVALS AS MAY BE REQUIRED FROM CONCERNED STATUTORY AUTHORITIES, APPROVAL OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR SUB-DIVISION/ SPLIT OF EQUITY SHARES OF THE COMPANY, SUCH THAT 1 (ONE) EQUITY SHARE HAVING FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) EACH, FULLY PAID-UP, BE SUB-DIVIDED INTO 10 (TEN) EQUITY SHARES HAVING FACE VALUE OF RE. 1/- (RUPEE ONE ONLY) EACH, FULLY PAID- UP, RANKING PARI-PASSU IN ALL RESPECTS WITH EFFECT FROM SUCH DATE AS MAY BE FIXED FOR THIS PURPOSE (''RECORD DATE'') BY THE BOARD (HEREINAFTER THE TERM 'BOARD', SHALL BE DEEMED TO ENCOMPASS ANY COMMITTEE FORMED BY THE BOARD, INCLUDING THOSE CONSTITUTED BY THE BOARD SUBSEQUENTLY, AND ANY INDIVIDUAL AUTHORISED BY THE BOARD) OF THE COMPANY. RESOLVED FURTHER THAT PURSUANT TO THE SUB-DIVISION/ SPLIT OF EQUITY SHARES OF THE COMPANY, THE AUTHORISED SHARE CAPITAL OF FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) EACH, FULLY PAID UP, EXISTING ON THE RECORD DATE, SHALL STAND SUB-DIVIDED AS FOLLOWS:(AS SPECIFIED) RESOLVED FURTHER THAT PURSUANT TO THE SUB-DIVISION/ SPLIT OF EQUITY SHARES OF THE COMPANY, ALL ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARES OF FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) EACH, FULLY PAID UP, EXISTING ON THE RECORD DATE, SHALL STAND SUB-DIVIDED AS FOLLOWS:(AS SPECIFIED) RESOLVED FURTHER THAT UPON SUB-DIVISION/ SPLIT OF EQUITY SHARES AS AFORESAID AND WITH EFFECT FROM THE RECORD DATE: (A) FOR THE EQUITY SHARES HELD IN PHYSICAL FORM, THE EXISTING SHARE CERTIFICATE(S) IN RELATION TO THE SAID EQUITY SHARES, SHALL BE DEEMED TO HAVE BEEN AUTOMATICALLY CANCELLED AND SHALL BE OF NO EFFECT AND THE BOARD, WITHOUT REQUIRING THE MEMBERS TO SURRENDER THEIR EXISTING SHARE CERTIFICATE(S), SHALL ISSUE NEW SHARE CERTIFICATE(S) OF THE COMPANY AND SHALL COMPLY WITH THE PREVAILING LAWS/ GUIDELINES IN THIS REGARD; AND (B) FOR THE EQUITY SHARES HELD IN DEMATERIALIZED FORM, THE SUB-DIVIDED EQUITY SHARES SHALL BE CREDITED PROPORTIONATELY INTO THE RESPECTIVE BENEFICIARY DEMAT ACCOUNT(S) OF THE MEMBERS HELD WITH THEIR DEPOSITORY PARTICIPANT(S), IN LIEU OF THE EXISTING CREDITS PRESENT IN THEIR RESPECTIVE BENEFICIARY DEMAT ACCOUNT(S). RESOLVED FURTHER THAT PURSUANT TO THE PROVISIONS OF SECTION 13 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE ACT AND THE RULES MADE THEREUNDER, CONSENT OF MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED TO SUBSTITUTE THE EXISTING CLAUSE 5 OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY WITH THE FOLLOWING NEW CLAUSE: 5. THE AUTHORISED SHARE CAPITAL OF THE COMPANY IS RS. 1,000,000,000/- (RUPEES ONE BILLION ONLY) DIVIDED INTO 1,000,000,000 EQUITY SHARES OF RE. 1/- (RUPEE ONE ONLY) EACH, WITH RIGHTS, PRIVILEGES AND CONDITIONS ATTACHING THERETO AS ARE PROVIDED BY THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY, WITH POWER TO INCREASE AND REDUCE THE CAPITAL AND TO DIVIDE THE SHARES IN THE CAPITAL FOR THE TIME BEING INTO SEVERAL CLASSES AND TO ATTACH THERETO RESPECTIVELY ANY PREFERENTIAL, DEFERRED, QUALIFIED OR SPECIAL RIGHTS, PRIVILEGES OR CONDITIONS AS MAY BE DETERMINED BY OR IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY AND TO VARY, MODIFY OR ABROGATE ANY SUCH RIGHTS, PRIVILEGES OR CONDITIONS IN SUCH MANNER AS MAY FOR THE TIME BEING BE PROVIDED BY THE ARTICLES OF ASSOCIATION OF THE COMPANY. RESOLVED FURTHER THAT THE SUB-DIVISION/ SPLIT OF EQUITY SHARES SHALL BE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY. RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THE AFORESAID RESOLUTION, THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS INCLUDING TO FIX AND ANNOUNCE THE RECORD DATE, TO MAKE APPROPRIATE ADJUSTMENTS ON ACCOUNT OF SUB-DIVISION/ SPLIT OF EQUITY SHARES, TO ACCEPT AND MAKE ANY ALTERATION(S), MODIFICATION(S) TO TERMS AND TO GIVE SUCH DIRECTIONS AS THEY MAY IN THEIR ABSOLUTE DISCRETION DEEM NECESSARY, PROPER OR DESIRABLE, TO APPLY FOR REQUISITE APPROVALS, TO SETTLE ANY QUESTIONS, DOUBTS OR DIFFICULTIES THAT MAY ARISE WITH REGARD TO THE SUB-DIVISION/ SPLIT OF THE EQUITY SHARES AS AFORESAID AND TO CARRY OUT/ EXECUTE ALL MATTERS IN CONNECTION THEREWITH AND INCIDENTAL THERETO IN ORDER TO GIVE FULL EFFECT TO THIS RESOLUTION INCLUDING EXECUTION AND FILING OF ALL THE RELEVANT DOCUMENTS WITH THE REGISTRAR OF COMPANIES, STOCK EXCHANGES, DEPOSITORIES AND OTHER APPROPRIATE AUTHORITIES IN DUE COMPLIANCE OF THE APPLICABLE RULES AND REGULATIONS, WITHOUT SEEKING ANY FURTHER APPROVAL/ CONSENT OF THE MEMBERS OF THE COMPANY TO THE END AND INTENT THAT THEY SHALL BE DEEMED TO HAVE GIVEN THEIR APPROVAL THERETO AND FOR MATTERS CONNECTED THEREWITH OR INCIDENTAL THERETO EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION

The 6 asset managers below reported 38,481 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.