25-JUN-2025- Inter alia, approved:- 1. Dividend Recommended a final dividend of Rs.22/- per equity share for the financial year ended arch 31, 2025. 2. Acquisition a. Approved acquisition of MRE Consulting Limited. b. Approved acquisition of The Missing Link Security Pty Ltd, The Missing Link Network Integration Pty Ltd., The Missing Link Automation Pty Ltd. (together referred to as The Missing Link ). 3. Update on Joint venture Approved the investment by Mitsubishi Heavy Industries in the Infosys led Joint Venture in Japan, HiPUS 4. Annual General Meeting and Record date The 44th Annual General Meeting of the Members of the Company will be held on Wednesday, June 25, 2025. 11. The record date for the purpose of the Annual General Meeting and payment of final dividend is May 30, 2025. The dividend will be paid on June 30, 2025. Appointment of Secretarial Auditors 5. The Board, based on the recommendation of the Audit Committee, has approved the appointment of Makarand M. Joshi & Co., Practising Company Secretaries, as Secretarial Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting. 6. Stock grants i) Grants to CEO & MD The Board, on April 17, 2025, based on the recommendations of the Nomination and Remuneration Committee, approved the following annual grants to Salil Parekh, CEO and MD as per his employment agreement approved by shareholders: i) The grant of annual performance-based stock incentives (Annual Performance Equity Grant) in the form of Restricted Stock Units (RSU's) covering Company s equity shares having a market value of ?34.75 crore as on the date of the grant under the 2015 Stock Incentive Compensation Plan (2015 plan) which shall vest 12 months from the date of grant subject to achievement of performance targets as determined by the Board. ii) The grant of annual performance-based stock incentives (Annual performance equity ESG grant) in the form of RSU's covering Company s equity shares having a market value of ?2 crore as on the date of the grant under the 2015 Plan, which shall vest 12 months from the date of the grant subject to the Company s achievement of certain environment, social and governance milestones as determined by the Board. iii) The grant of annual performance-based stock incentives (Annual performance Equity TSR grant) in the form of RSU's covering Company s equity shares having a market value of ?5 crore as on the date of the grant under the 2015 Plan, which shall vest on or after March 31, 2027 subject to the Company s performance on cumulative relative TSR for the two year cumulative period and as determined by the Board. iv) The grant of annual performance-based stock incentives (2019 Annual Performance Equity Grant) in the form of Restricted Stock Units (RSU's) covering Company s equity shares having a market value of ?10 crore as on the date of the grant under the Infosys Expanded Stock Ownership Program-2019 (2019 Plan), which shall vest 12 months from the date of the grant subject to the Company s achievement of certain performance criteria as laid out in the 2019 Plan. The above RSUs will be granted w.e.f May 2, 2025 and the number of RSU's will be calculated based on the market price at the close of trading on May 2, 2025. ii) Grants to other employees The Board, on April 17, 2025, based on the recommendations of the Nomination and Remuneration Committee, approved grant of 5,000 RSUs to eligible employees under the 2015 Plan w.e.f May 2, 2025. The RSUs would vest equally over a period of four years and the exercise price will be equal to the par value of the share. Policies and committee charter 7. Considered and approved amendments to the following policies and charters. - Related Party Transactions Policy - Policy for Determining Material Subsidiaries - Dividend Distribution Policy - Stakeholders Relationship Committee Charter - Nomination and Remuneration Committee Charter - Corporate Governance Guidelines - ESG Committee Charter - Risk Management Committee Charter - Infosys Group Tax Strategy - Code of Conduct for Prohibition of Insider Trading - Infosys Code on Fair Disclosures and Investor Relations - Supplier Code of Conduct - Policy for Determining of Materiality for Disclosures - Corporate Social Responsibility Policy - Corporate Social Responsibility Charter Other Updates 8. The Board took note of updates on McCamish Cybersecurity incident, the details of which is forming part of the notes to financial statements for the quarter and year ended March 31, 2025.
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