Tata Steel : Notice of 113th Annual General Meeting (‘AGM’) of the Company

	July 29, 2020
The Secretary, Listing Department	The Manager, Listing Department
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza, 5th Floor, Plot No. C/1,
Dalal Street,	G Block, Bandra-Kurla Complex, Bandra (E),
Mumbai - 400 001.	Mumbai - 400 051.
Maharashtra, India.	Maharashtra, India.
Scrip Code: 500470/890144	Symbol: TATASTEEL/TATASTEELPP

Dear Madam, Sirs,

Sub: Notice of 113th Annual General Meeting ('AGM') of the Company

Please find enclosed herewith the Notice of the 113th AGM of Tata Steel Limited scheduled to be held on Thursday, August 20, 2020 at 3:00 p.m. (IST) via two-way Video Conference/Other Audio-Visual Means. The said Notice forms part of the 5th Integrated Report & 113th Annual Accounts of the Company for the Financial Year 2019-20.

The Notice of the AGM is also available on the website of the Company at https://www.tatasteel.com/media/12382/notice.pdf

This is submitted pursuant to Regulation 30 read with Para A, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

This is for your information and records.

Thanking you.

Yours faithfully,

Tata Steel Limited

Parvatheesam Kanchinadham

Company Secretary &

Chief Legal Officer (Corporate & Compliance)

Encl: As above

Registered Office Bombay House 24 Homi Mody Street Fort Mumbai 400 001 India

Tel [phone] Fax [phone] Website www.tatasteel.com

Corporate Identity Number L27100MH1907PLC000260

NOTICE

Notice is hereby given that the 113th Annual General Meeting of the Members of Tata Steel Limited will be held on Thursday, August 20, 2020, at 3.00 p.m. (IST) through Video Conferencing ('VC')/Other Audio-Visual Means ('OAVM'), to transact the following business:

Ordinary Business:

Item No. 1 - Adoption of Audited Standalone Financial Statements

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2020 together with the Reports of the Board of Directors and the Auditors thereon.

Item No. 2 - Adoption of Audited Consolidated Financial Statements

To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2020 together with the Report of the Auditors thereon.

Item No. 3 - Declaration of Dividend

To declare dividend of:

• ₹10/- per fully paid-up Ordinary (equity) Share of face value ₹10/- each for the Financial Year 2019-20.

• ₹2.504 per partly paid-up Ordinary (equity) Share of face value ₹10/- each (paid-up ₹2.504 per share) for the Financial Year 2019-20.

Item No. 4 - Re-appointment of a Director

To appoint a Director in the place of Mr. N. Chandrasekaran (DIN:00121863), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment.

Special Business:

Item No. 5 - Ratification of Remuneration of Cost Auditors

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

"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company hereby ratifies the remuneration of ₹20 lakh plus applicable taxes and reimbursement of out-of-pocket expenses payable to Messrs Shome & Banerjee, Cost Accountants (Firm Registration Number - 000001), who have been appointed by the Board of Directors on the recommendation of the Audit Committee,

as the Cost Auditors of the Company, to conduct the audit of the cost records maintained by the Company, for the Financial Year ending March 31, 2021."

Item No. 6 - Commission to Non-Executive Directors of the Company

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

"RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 ('Act') and the Rules made thereunder, as amended from time to time and Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, consent of the Members be and is hereby accorded for payment of a sum not exceeding 1% of the net profits of the Company per annum, calculated in accordance with the provisions of Section 198 of the Act, as commission and the same be paid to and distributed amongst the Directors of the Company or some or any of them (other than the Managing Director and Whole-time Directors) in such amounts or proportions and in such manner and in all respects as may be decided by the Board of Directors of the Company and such payments shall be made with respect to the profits of the Company for each year, commencing April 1, 2021."

NOTES:

1. The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended ('Act') with respect to Item Nos. 5 and 6 forms part of this Notice. Additional information, pursuant to Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations') and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director retiring by rotation seeking re-appointment at this Annual General Meeting ('Meeting' or 'AGM') is furnished as an annexure to the Notice.
2. In view of the global outbreak of the COVID-19 pandemic, the Ministry of Corporate Affairs ('MCA') has vide its General Circular No. 20/2020 dated May 5, 2020 in relation to 'Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM) read with General Circular No. 14/2020 dated April 8, 2020 and the General Circular No. 17/2020 dated April 13, 2020 in relation to 'Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID-19' (collectively referred to as 'MCA

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Circulars') and the Securities and Exchange Board of India ('SEBI') vide its circular dated May 12, 2020 in relation to 'Additional relaxation in relation to compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - COVID-19 pandemic' ('SEBI Circular') permitted the holding of the AGM through VC or OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Act, SEBI Listing Regulations and MCA Circulars & SEBI Circular, the 113th AGM of the Company is being held through VC/OAVM on Thursday, August 20, 2020 at 3.00 p.m. (IST). The deemed venue for the 113th AGM will be Bombay House, 24 Homi Mody Street, Fort, Mumbai - 400 001.

1. PURSUANT TO PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS AND SEBI CIRCULAR THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS AND SEBI CIRCULAR, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ROUTE MAP AND ATTENDANCE SLIP ARE NOT ANNEXED TO THIS NOTICE.
2. The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on the National Securities Depository Limited's ('NSDL') website at www.evoting.nsdl.comThe facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars.
3. Institutional Investors, who are Members of the Company, are encouraged to attend the 113th AGM through VC/OAVM mode and vote electronically. Pursuant to the provisions of the Act, the Institutional/Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/ Authorisation etc., authorising its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorisation shall be sent to the Scrutinizer at [e-mail] a copy marked to [e-mail]
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

1. In case of joint holders, the Member whose name appears as the first holder in the order of the names as per the Register of Members of the Company will be entitled to vote at the meeting.
2. In line with the MCA Circular dated May 5, 2020 and SEBI Circular dated May 12, 2020, the Notice of the AGM along with the Integrated Report & Annual Accounts 2019-20 is being sent only through electronic mode to those

Members whose e-mail addresses are registered with the Company/Depositories. The Notice convening the 113th AGM has been uploaded on the website of the Company at www.tatasteel.comand may also be accessed from the relevant section of the websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively. The Notice is also available on the website of NSDL at www.evoting.nsdl.com

1. Book Closure and Dividend
   The Register of Members and Share Transfer Books of the Company (for both, fully paid-up and partly paid-up Ordinary (equity) Shares) will be closed from Saturday, August 8, 2020 to Thursday, August 20, 2020 (both days inclusive) for the purpose of payment of dividend for Financial Year 2019-20. The dividend of ₹10/- per fully paid-up Ordinary (equity) Share of ₹10/- each (100%) and ₹2.504 per partly paid-up Ordinary (equity) Share of ₹10/- each (paid-up ₹2.504 per share) (100%), if declared by the Members at the AGM, will be paid subject to deduction of income-tax at source ('TDS') on and from Monday, August 24, 2020 as under:
2. • In respect of Ordinary Shares held in physical form: To all the Members, after giving effect to valid transmission and transposition in respect of valid requests lodged with the Company as on close of business hours on Friday, August 7, 2020.
   • In respect of Ordinary Shares held in electronic form: To all beneficial owners of the shares, as on the close of business hours on Friday, August 7, 2020, as per details furnished by the Depositories for this purpose.

Pursuant to Finance Act, 2020, dividend income is taxable in the hands of Shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at the prescribed rates in the Income Tax Act, 1961 ('IT Act'). In general, to enable compliance with TDS requirements, Members are requested to complete and/ or update their Residential status, PAN, Category as per the IT Act with their depository participants ('DPs') or in case shares are held in physical form, with the Company/ Registrars and Transfer Agent ('RTA') by sending documents through e-mail on or before Friday, July 31, 2020. For the detailed process, please click here: 'Communication on Tax Deduction on Dividend'.

2	INTEGRATED REPORT & ANNUAL ACCOUNTS 2019-20 | 113TH YEAR

Notice

Updation of mandate for receiving dividend directly in bank account through Electronic Clearing System or any other means in a timely manner:

Shares	held	in physical	form: Members are requested
to send	hard	copies of	the following details/documents

to the Company's Registrars and Transfer Agent (RTA), viz. TSR Darashaw Consultants Private Limited (TSR), (formerly TSR Darashaw Limited) at 6-10, Haji Moosa Patrawala Industrial Estate (Near Famous Studio), 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011, latest by Friday, July 31, 2020:

1. a signed request letter mentioning your name, folio number(s), complete address and following details relating to bank account in which the dividend is to be received:
2. 1. Name & Branch of Bank and Bank Account type;
   2. Bank Account Number & Type allotted by your Bank after implementation of Core Banking Solutions;
   3. 11 digit IFSC Code.
3. Cancelled cheque in original, bearing the name of the Member or first holder, in case shares are held jointly;
4. self-attestedcopy of the PAN Card; and
5. self-attestedcopy of any document (such as Aadhaar Card, Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.

Shares held in electronic form: Members may please note that their bank details as furnished by the respective DPs to the Company will be considered for remittance of dividend as per the applicable regulations of the DPs and the Company will not entertain any direct request from such Members for change/addition/deletion in such bank details. Accordingly, the Members holding shares in demat form are requested to update their Electronic Bank Mandate with their respective DPs.

Further, please note that instructions, if any, already given by Members in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form.

The Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ Bankers' cheque/ demand draft to such Members, upon normalisation of postal services and other activities.

1. Nomination facility: As per the provisions of Section 72 of the Act, the facility for making nomination is available to the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record a fresh nomination, may submit the same in Form SH-14. The said forms can be downloaded from the Company's website at

www.tatasteel.comMembers are requested to submit the said form to their DP in case the shares are held in electronic form and to the RTA at [e-mail] case the shares are held in physical form, quoting their folio no(s).

1. Consolidation of Physical Share Certificates: Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
2. The attention of the Members is particularly drawn to the Corporate Governance Report forming part of the Board's Report in respect of unclaimed dividends and transfer of dividends/shares to the Investor Education & Protection Fund.
3. In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Integrated Report & Annual Accounts 2019-20 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/RTA/Depositories. Members may note that the Notice and Integrated Report & Annual Accounts

2019-20 will also be available on the Company's website

www.tatasteel.com, relevant section of the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively, and on the website of NSDL https://www.evoting.nsdl.com

(n) As per Regulation	40 of the SEBI Listing Regulations,
as amended, securities of the listed companies can be
transferred	only	in dematerialised form with effect
from April	1, 2019,	except in case of request received for

transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Members may contact the Company's RTA, TSR Darashaw Consultants Private Limited at [e-mail] assistance in this regard. Members may also refer to Frequently Asked Questions ('FAQs') on the Company's website. For details click here: FAQs

1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

PROCESS FOR REGISTERING E-MAIL ADDRESS:

1. One time registration of e-mail address with RTA for receiving the Integrated Report & Annual Accounts 2019-20 and cast votes electronically: The Company has

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made special arrangements with RTA for registration of e-mail address of those Members (holding shares either in electronic or physical form) who wish to receive this Integrated Report and Annual Accounts for FY 2019-20 and cast votes electronically. Eligible Members whose e-mail addresses are not registered with the Company/DPs are required to provide the same to RTA on or before 5.00 p.m. (IST) on Thursday, August 13, 2020.

Process to be followed for one time registration of e-mail address is as follows:

1. For Members who hold shares in Electronic form:

1. Visit the link:https://green.tsrdarashaw.com/green/events/login/ti
2. Enter the DP ID & Client ID, PAN details and captcha code.
3. System will verify the Client ID and PAN details.
4. On successful verification, system will allow you to enter your e-mail address and mobile number.
5. Enter your e-mail address and mobile number.
6. The system will then confirm the e-mail address for the limited purpose of service of this AGM Notice & Integrated Report & Annual Accounts 2019-20.

1. For Members who hold shares in Physical form:

1. Visit the link:https://green.tsrdarashaw.com/green/events/login/ti

b) Enter the physical Folio Number, PAN details and captcha code.

1. In the event the PAN details are not available on record, Member to enter one of the share certificate number.
2. System will verify the Folio Number and PAN details or the share certificate number.
3. On successful verification, system will allow you to enter your e-mail address and mobile number.
4. Enter your e-mail address and mobile number.
5. If PAN details are not available, the system will prompt the Member to upload a self-attested copy of the PAN card.
6. The system will then confirm the e-mail address for the purpose of service of this AGM Notice & Integrated Report and Annual Accounts for FY 2019-20.

After successful submission of the e-mail address, NSDL will e-mail a copy of this AGM Notice and Integrated Report for FY 2019-20 along with the e-voting user ID and password. In case of any queries, Members may write to [e-mail] [e-mail]

1. Registration of e-mail address permanently with Company/DP: Members are requested to register the e-mailaddress with their concerned DPs, in respect of electronic

holding and with RTA, in respect of physical holding, by writing to them at [e-mail], those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their DPs/RTA to enable servicing of notices/documents/ Integrated Reports and other communications electronically to their e-mail address in future.

1. Alternatively, Members may also send an e-mail request to [e-mail] with the following documents for procuring user id and password and registration of e-mail addresses for remote e-voting for the resolutions set out in this Notice:
2. • In case shares are held in physical form, please provide Folio No., Name of Shareholder, scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card, and self-attested scanned copy of Aadhaar Card.
   • In case shares are held in demat form, please provide DP ID-Client ID (8 digit DP ID + 8 digit Client ID or 16 digit Beneficiary ID), Name, client master or copy of Consolidated Account statement, self-attested scanned copy of PAN card, and self-attested scanned copy of Aadhaar Card.

INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM ARE AS FOLLOWS:

1. PROCESS AND MANNER FOR VOTING THROUGH ELECTRONIC MEANS:

1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI Listing Regulations (as amended) and the MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a Member using remote e-voting system as well as remote e-voting during the AGM will be provided by NSDL.
2. Members of the Company holding shares either in physical form or in electronic form as on the cut-off date of Thursday, August 13, 2020 may cast their vote by remote e-voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. A person 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 only shall be entitled to avail the facility of remote e-voting before the AGM as well as remote e-voting during the AGM. Any person who acquires shares of the Company and becomes a Member of the Company after the dispatch of the Notice and holding shares as on the cut-off date i.e. Thursday, August 13, 2020, may obtain the User ID and Password by sending a request at [e-mail]

4	INTEGRATED REPORT & ANNUAL ACCOUNTS 2019-20 | 113TH YEAR

Notice

1. The remote e-voting period commences on Sunday,
   August 16, 2020 at 9.00 a.m. (IST) and ends on Wednesday, August 19, 2020 at 5.00 p.m. (IST). The remote e-votingmodule shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members shall be in proportion to their share of the paid-upequity share capital of the Company as on the cut-off date i.e. Thursday, August 13, 2020.
2. Members will be provided with the facility for voting through electronic voting system during the VC/OAVM proceedings at the AGM and Members participating at the AGM, who have not already cast their vote on the resolution(s) by remote e-voting, will be eligible to exercise their right to vote on such resolution(s) upon announcement by the Chairman. Members who have cast their vote on resolution(s) by remote e-voting prior to the AGM will also be eligible to participate at the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution(s) again.
3. The remote e-voting module on the day of the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM AND REMOTE E-VOTING (BEFORE AND DURING THE AGM) ARE AS UNDER:

1. The Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-voting system and they may access the same at https://www.evoting.nsdl.comunder the Shareholders/ Members login by using the remote e-voting credentials, where the EVEN of the Company i.e. 113138 (for fully paid-up Ordinary Shares) & 113139 (for partly paid-up Ordinary Shares) will be displayed. On clicking this link, the Members will be able to attend and participate in the proceedings of the AGM. Please note that the Members who do not have the User ID and Password for e-voting or have forgotten the User ID/Password may retrieve the same by following the remote e-voting instructions mentioned below to avoid last minute rush. Further, Members may also use the OTP-based login for logging into the e-voting system of NSDL.
2. Members may join the Meeting through Laptops, Smartphones, Tablets and iPads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from Mobile Devices or Tablets or through Laptops connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore

recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.

1. Members are encouraged to submit their questions in advance with respect to the Accounts or the business to be transacted at the AGM. These queries may be submitted from their registered e-mail address, mentioning their name, DP ID and Client ID/folio number and mobile number, to reach the Company's e-mail address at [e-mail] 3.00 p.m. (IST) on Thursday, August 13, 2020.
2. Members who would like to express their views or ask

questions during the AGM may pre-registerthemselves as a speaker by sending their request from their registered e-mailaddress mentioning their name, DP ID and Client ID/folio number, PAN, mobile number [e-mail] August 14, 2020 (9:00 a.m. IST) through August 16, 2020 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

5. Members who need assistance before or during the AGM, can contact NSDL on [e-mail]/1800-222-990 or contact Mr. Amit Vishal, Senior Manager - NSDL at [e-mail]/022-24994360 or Mr. Sanjeev Yadav, Assistant Manager - NSDL at [e-mail]/022-24994553.

THE INSTRUCTIONS FOR REMOTE E-VOTING BEFORE/ DURING THE AGM

The instructions for remote e-voting before the AGM are as under:

The way to vote electronically on NSDL e-voting system consists of 'Two Steps' which are mentioned below:

Step 1: Log-in to NSDL e-voting system at https://www.evoting.nsdl.com/

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' section.
3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
   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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4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or	Your User ID is:
Physical
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 Beneficiary ID
	For example, if your Beneficiary 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 S1******** and EVEN is113138 fully paid-up Ordinary Shares) then user ID is 113138S1******** and, If, EVEN is 113139 (partly paid-up Ordinary Shares) then user ID is 113139PV*********

5. Your password details are given below:

1. If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
2. 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.
3. How to retrieve your 'initial password'?
4. 1. If your e-mail ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your e-mail ID. Open the e-mail sent to you by NSDL and open the attachment i.e. a .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'.
   2. If your e-mail ID is not registered, please follow steps mentioned in process for those shareholders whose e-mail ids are not registered.

6. If you are unable to retrieve or have not received the 'Initial password' or have forgotten your password:

1. Click on 'Forgot User Details/Password?' (If you are holding shares in your demat account with NSDL or CDSL) option available onwww.evoting.nsdl.com
2. Click on 'Physical User Reset Password?' (If you are holding shares in physical mode) option available onwww.evoting.nsdl.com
3. If you are still unable to get the password by aforesaid two options, you can send a request [e-mail] your demat account number/folio number, your PAN, your name and your registered address.

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

1. After entering your password, tick on Agree to 'Terms and Conditions' by selecting on the check box.
2. Now, you will have to click on 'Login' button.
3. 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 the Home page of e-voting. Click on e-Voting. Then, click on Active Voting Cycles.
2. After clicking on Active Voting Cycles, you will be able to see all the companies 'EVEN' in which you are holding shares and whose voting cycle is in active status.
3. Select 'EVEN' of the Company.
4. Now you are ready for e-voting as the Voting page opens.
5. 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.
6. Upon confirmation, the message 'Vote cast successfully' will be displayed.
7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

6	INTEGRATED REPORT & ANNUAL ACCOUNTS 2019-20 | 113TH YEAR

Notice

The instructions for e-voting during the AGM are as under:

1. The procedure for remote e-voting during the AGM is same as the instructions mentioned above for remote e-voting, since the Meeting is being held through VC/OAVM.
2. Only those Members/Shareholders, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote on such resolution(s) through e-voting system during the AGM.

General Guidelines for Shareholders:

1. 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.comto reset the password.
2. In case of any queries/grievances pertaining to remote e-voting (before the AGM and during the AGM), you may refer to the Frequently Asked Questions ('FAQs') for

Shareholders and e-voting user manual for Shareholders available in the download section of www.evoting.nsdl.comor call on the toll-free number: 1800-222-990 or send a request at [e-mail] contact Mr. Amit Vishal or Ms. Pallavi Mhatre or Mr. Pratik Bhatt from NSDL at the designated e-mail IDs: [e-mail] [e-mail] [e-mail] at telephone nos.: [phone]/ 4545/4738.

Other Instructions:

1. The Board of Directors has appointed Mr. P. N. Parikh (Membership No. FCS 327) or failing him, Ms. Jigyasa Ved (Membership No. FCS 6488) and failing her, Mr. Mitesh Dhabliwala (Membership No. FCS 8331) of M/s. Parikh & Associates, Practising Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting process before and during the AGM in a fair and transparent manner.
2. The Scrutinizer shall immediately after the conclusion of voting at the AGM, unblock and count the votes cast during the AGM, and votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favor or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.
3. The results declared along with the Scrutinizer's Report shall be placed on the website of the Companywww.tatasteel.comand on the website of NSDL www.evoting.nsdl.comimmediately after the result is declared by the Chairman or any other person authorised by the Chairman and the same shall be communicated to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

By Order of the Board of Directors

Sd/-

Parvatheesam Kanchinadham

Company Secretary &

Chief Legal Officer (Corporate & Compliance)

ACS: 15921

Mumbai

June 29, 2020

Registered Office:

Bombay House, 24, Homi Mody Street,

Fort, Mumbai - 400 001

Tel: [phone]

CIN: L27100MH1907PLC000260

Website:www.tatasteel.com

E-mail:[e-mail]

7

Statement pursuant to Section 102(1) of the Companies Act, 2013, as amended ('Act')

The following Statement sets out all material facts relating to Item Nos. 5 and 6 mentioned in the accompanying Notice.

Item No. 5:

The Company is required under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, to have the audit of its cost records for products covered under the Companies (Cost Records and Audit) Rules, 2014 conducted by a Cost Accountant in practice. Based on the documents made available and the discussions held at the meeting of the Audit Committee, it considered and recommended the appointment and remuneration of the Cost Auditor to the Board of Directors (the 'Board'). The Board has, on the recommendation of the Audit Committee, approved the appointment and remuneration of Messrs Shome & Banerjee, Cost Accountants (Firm Registration Number - 000001) as the Cost Auditor of the Company for the Financial Year 2020-21.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the Members of the Company. The Board of Directors has fixed the remuneration payable to the Cost Auditors for Financial Year 2020-21 at ₹20 lakh plus applicable taxes and reimbursement of out of pocket expenses, to cover the cost audit of different divisions including Tubes, Bearings, Ferro Alloys and Minerals Division, Steel Products, Growth Shop, health services, and Kalinganagar plant. Accordingly, the consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditor of the Company for the Financial Year ending March 31, 2021.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the Resolution mentioned at Item No. 5 of the Notice.

The Board recommends the Resolution set forth in Item No. 5 for the approval of the Members.

Item No. 6:

The Members at the 108th AGM of the Company held on August 12, 2015, approved payment of remuneration by way of commission to Non-Executive Directors ('NEDs') of the Company, of a sum not exceeding 1% of the net profits of the Company per annum, calculated in accordance with the provisions of Section 198 of the Act, for a period of five years commencing from April 1, 2016 till March 31, 2021. This commission will be distributed amongst all or some of the Non-Executive Directors, taking into consideration parameters such as overall performance of the Company, attendance at Board and Committee meetings, contribution at or other than at meetings etc. in accordance with the directions given by the Board as prescribed under the

Remuneration Policy of Directors, KMPs and Other Employees of the Company.

Further, Regulation 17(6)(a) of the SEBI Listing Regulations authorises the Board of Directors to recommend all fees and compensation (excluding sitting fees), if any, to NEDs, including Independent Directors and the same would require approval of Members at general meeting.

Considering the rich experience, expertise, and insights brought to the Board by the NEDs, it is proposed that, remuneration by way of commission not exceeding 1% of the net profits of the Company per annum, calculated in accordance with provisions of the Act, be continued to be paid and distributed amongst the NEDs of the Company in accordance with the recommendations of the Nomination and Remuneration Committee of the Board and approval by the Board of Directors of the Company, for each financial year commencing April 1, 2021 onwards. The above commission shall be in addition to sitting fees payable to the Director(s) for attending meetings of the Board/Committees or for any other purpose whatsoever as may be decided by the Board.

Details of commission and sitting fees paid to NEDs during the Financial Year 2019-20 is provided in Annexure 5 to the Board's Report and the Corporate Governance Report.

Since the validity of the earlier resolution passed by the Members at the AGM held on August 12, 2015, expires in the ensuing financial year i.e. 2020-21, approval is sought from Members for paying commission to NEDs as mentioned above.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except the NEDs of the Company to the extent of remuneration that may be received by such Directors, is concerned or interested in the Resolution mentioned at Item No. 6 of the Notice.

The Board recommends the Resolution set forth in Item No. 6 for the approval of the Members.

By Order of the Board of Directors

Sd/-

Parvatheesam Kanchinadham

Company Secretary &

Chief Legal Officer (Corporate & Compliance)

ACS: 15921

Mumbai

June 29, 2020

Registered Office:

Bombay House, 24, Homi Mody Street,

Fort, Mumbai - 400 001

Tel: [phone]

CIN: L27100MH1907PLC000260

Website:www.tatasteel.com

E-mail:[e-mail]

8	INTEGRATED REPORT & ANNUAL ACCOUNTS 2019-20 | 113TH YEAR

Notice

Annexure to the Notice

Details of the Director seeking re-appointment in

the forthcoming Annual General Meeting

[Pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

and Secretarial Standard on General Meeting]

Profile of Mr. Natarajan Chandrasekaran

Mr. Natarajan Chandrasekaran (DIN:00121863) (aged 57 years) was appointed as a Member of the Board effective January 13, 2017 and as Chairman of the Board effective February 7, 2017.

Mr. Chandrasekaran is Chairman of the Board at Tata Sons Private Limited, the holding company and promoter of all Tata Group companies. The Tata Group companies, across 10 business verticals, have aggregate annual

revenues over US $110 billion and a market capitalisation of over US$ 165 billion.

Mr. Chandrasekaran joined the Board of Tata Sons in October 2016 and was appointed Chairman in January 2017. He also chairs the Boards of several group operating companies, including Tata Motors, Tata Power, Indian Hotels and Tata Consultancy Services (TCS) - of which he was Chief Executive from 2009-17.

In addition to his professional career with the Tata Group, he serves as a Director on the Board of India's central bank, the Reserve Bank of India, since 2016. Mr. Chandrasekaran also serves on the International Advisory Council of Singapore's Economic Development Board.

Doctor of Letters from the Regional Engineering College, Trichy, Tamil Nadu. He is also the author of Bridgital Nation, a ground breaking book on harnessing technological disruptions to bring Indians closer to their dreams.

Mr. Chandrasekaran holds a Bachelor's degree in Applied Science. He also holds a Master's degree in Computer Applications from Regional Engineering College, Trichy, Tamil Nadu, India.

Particulars of experience, attributes or skills that qualify the candidate for Board membership

Under the leadership of Mr. Chandrasekaran, TCS became one of the largest private sector employer in India with the highest retention rate in a globally competitive industry. He shaped TCS's strong positioning in the emerging digital economy with a suite of innovative digital products and platforms for enterprises, some of which have since scaled into sizeable new businesses.

Mr. Chandrasekaran having been the CEO of TCS and currently serving as the Chairman of Tata Sons Private Limited, brings with him valuable experience in managing the issues faced by large and complex organisations. The Company and the Board will immensely benefit by leveraging his demonstrated leadership capability, general business acumen and knowledge of complex financial and operational issues faced by the Company.

Mr. Chandrasekaran also brings rich experience in various areas of business, technology, operations, societal and governance matters.

Mr. Chandrasekaran is the Chairman of Indian Institute of Management Lucknow as well as the President of the Court at Indian Institute of Science Bengaluru. He is the member of Bocconi's International Advisory Council and the Co-Chair of India US CEO Forum.

Mr. Chandrasekaran has been awarded several honorary doctorates by leading Universities in India and internationally, including an honorary Doctor of Letters from Macquarie University, Australia,

Board Meeting Attendance and Remuneration

Details regarding the attendance at the Board Meeting and remuneration paid to Mr. Natarajan Chandrasekaran are provided in the Board's Report and in the Corporate Governance Report forming part of the Board's Report.

Shareholding in the Company

Mr. Natarajan Chandrasekaran holds 2,00,000 fully paid-up Ordinary (Equity) Shares of the Company.

9

Directorships in other public limited companies (excluding foreign companies, private companies and Section 8 companies)

Directorships

Tata Consultancy Services Limited

Tata Motors Limited

The Indian Hotels Company Limited

The Tata Power Company Limited

Tata Consumer Products Limited

(formerly Tata Global Beverages Limited)

Chairman/Member of Committees in other public limited companies (Committees include the statutory committees)

Corporate Social Responsibility Committee

Chairman

Tata Consultancy Services Limited

Nomination and Remuneration Committee

Member

Tata Consultancy Services Limited

Tata Motors Limited

The Indian Hotels Company Limited

The Tata Power Company Limited

Tata Consumer Products Limited (formerly Tata Global Beverages Limited)

10 INTEGRATED REPORT & ANNUAL ACCOUNTS 2019-20 | 113TH YEAR