Wipro : Notice for Annual General Meeting for FY 2019-20

WIPRO LIMITED

Registered Office: Doddakannelli, Sarjapur Road, Bengaluru- 560 035, Telephone: [phone], Fax: [phone],

Website:www.wipro.com, E-mail:[e-mail], CIN: L32102KA1945PLC020800

Dear Members,

Invitation to attend the 74thAnnual General Meeting on Monday, July 13, 2020

You are cordially invited to attend the Seventy Fourth Annual General Meeting of the Company to be held on Monday, July 13, 2020 at 9.00 AM IST through video conferencing. The notice convening the Annual General Meeting is attached herewith.

In order to enable ease of participation of the Members, we are providing below the key details regarding the meeting for your reference:

Sl. No.	Particulars	Details
1	Link for live webcast of the Annual General Meeting and for participation through Video Conferencing (VC)	https://emeetings.kfintech.com
2	Link for remote e-voting	https://evoting.karvy.com
3	Username and password for VC	Members may attend the AGM through VC by accessing the linkhttps://emeetings.kfintech.comby using the remote e-voting credentials. Please refer the instructions at page no. 12 of this Notice for further information.
4	Helpline number for VC participation and e-voting	Contact KFin Technologies Private Limited at 1-800-3454-001 or write to them atevoting@kfintech.com
5	Cut-off date for e-voting	Monday, July 6, 2020
6	Time period for remote e-voting	Commences at 9 AM IST on Thursday, July 9, 2020 and ends at 5 PM IST on Sunday, July 12, 2020
7	Book closure dates	Friday, July 10, 2020 to Monday, July 13, 2020 (both days inclusive)
8	Link for Members to temporarily update e-mail address	https://www.wipro.com/investors/annual-reports/
9	Last date for publishing results of the e-voting	Wednesday, July 15, 2020
10	Registrar and Share Transfer Agent contact details	Mr. B Srinivas, Manager (Unit: Wipro Limited) KFin Technologies Private Limited E-mail:einward.ris@kfintech.com;evoting@kfintech.comContact No.: 040 - 6716 2222
11	Wipro's contact details	[e-mail],[e-mail], [e-mail] Contact No.: 080 -28440011

Yours truly,

Rishad A. Premji Chairman

Place: Bengaluru Date: May 29, 2020

WIPRO LIMITED

Registered Office: Doddakannelli, Sarjapur Road, Bengaluru- 560 035, Telephone: [phone], Fax: [phone],

Website:www.wipro.com, E-mail:[e-mail], CIN: L32102KA1945PLC020800

NOTICE TO MEMBERS

Notice is hereby given that the Seventy Fourth Annual General Meeting of Wipro Limited will be held onMonday, July 13, 2020 at 9.00 AM IST through video conferencing("VC"), to transact the following businesses:

ORDINARY BUSINESS

• 1.To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2020, together with the Reports of the Board of Directors and Auditors thereon.

• 2.To confirm the payment of Interim Dividend of`1 per equity share already paid during the year as the Final Dividend for the Financial Year 2019-20.

• 3.To consider appointment of a Director in place of Mr. Azim H. Premji (DIN: 00234280) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

4.

Appointment of Mr. Thierry Delaporte (DIN: 08107242), as the Chief Executive Officer and Managing Director of the Company

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

RESOLVED THATpursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) and the Articles of Association of the Company, Mr. Thierry Delaporte (DIN: 08107242), who was appointed as an Additional Director of the Company with effect from July 6, 2020 and who holds office till the date of the Annual General Meeting in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THATpursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), and subject to the approval of the Central Government, as may be required, Mr. Thierry Delaporte (DIN: 08107242) be and is hereby appointed as the Chief Executive Officer and Managing Director of the Company, to hold office for a period of five years with effect from July 6, 2020 to July 5, 2025, on the terms and conditions of appointment including payment of remuneration with effect from July 6, 2020 as below:

Remuneration:

a. Basic Pay: In the range of EUR 1,070,000 per annum to EUR 1,400,000 per annum.

• b. Expatriate Allowance:In the range of EUR 428,000 to EUR 550,000 will be applicable for assignments outside France and India (Principal Country of employer) at the per diem rate for each day of travel outside France and India that is determined by the Company and based on the actual days of such travel.

• c. Target Variable Pay: In the range of EUR 1,700,000 per annum to EUR 2,500,000 per annum. The variable pay program may be changed or modified in part or full thereof from time to time, at the sole discretion of the Company.

• d. One-time Cash Award: USD 3,000,000 due and payable in two tranches. First tranche of USD 1,500,000 is payable on July 31, 2020 and the second tranche of USD 1,500,000 is payable on July 31, 2021.

• e. Stock compensation:

i.

Annual stock grantof 1,200,000 ADS restricted stock units which comprises of 300,000 ADS Restricted Units (RSUs) and 900,000 ADS Performance Stock Units (PSUs). The ADS RSUs grant of 300,000 units shall vest in 3 instalments, i.e. 1/3rdshall vest on the first anniversary of the grant date, 1/3rdshall vest on the second anniversary of the grant date and 1/3rdshall vest on the third anniversary of the grant date. The ADS PSUs of 900,000 units shall vest in full on July 1, 2022, subject to the achievement of defined performance goals over the performance period of

• ii.One-time RSU grantof 300,000 ADS units which comprises of RSUs. The One-time RSU grant shall vest in full. i.e. 100%, on the first anniversary of the grant date.

  FY 2020-21 and FY 2021-22 as may be determined by the Board of Directors of the Company.

• iii. Any other stock grant as may be determined by the Board/Board Governance, Nomination and Compensation Committee from time to time.

Other Perquisites and Benefits

• f. Retirement funds: Retirement funds contribution is as per the Company policy.

• g. Insurance: Health, Life insurance cover is as per the Company policy.

• h. Leave with full pay and allowance: Leave with full pay and allowance is as per Company policy or as may be agreed with Mr. Thierry Delaporte.

• i. Vehicle: Personal car may be used in the course of his professional activity and an insurance policy is agreed to be taken out at his expense, as per terms of contract.

• j. Reimbursements: Reimbursement of travel, stay and entertainment expenses actually and properly incurred in the course of business as per Company's policy.

• k. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the Chief Executive Officer and the Managing Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary including perquisites and allowance as specified under Section II of Part II of Schedule V to the Companies Act, 2013.

• l. Separation: The appointment may be terminated by either party by giving notice to the other party of such termination as below:

  • - Either of the Parties may terminate the Agreement upon written notice in compliance with the provisions of the French rules.

  • - In case of dismissal, Mr. Delaporte shall be granted a 6-month notice period, except if such dismissal is the result of serious or willful misconduct of the employee.

  • - In case of resignation by the employee, the Company shall be granted a 6-month notice period.

• m.The Chief Executive Officer and Managing Director shall not be entitled to sitting fees for attending the meetings of the Board of Directors or Committees thereof.

  RESOLVED FURTHER THATthe Board of Directors be and is hereby authorized to revise, enhance, alter and vary from time to time the terms and conditions of the appointment and/or remuneration based on therecommendation of the Board Governance, Nomination and Compensation Committee in such manner as may be agreed to by the Board of Directors within the maximum amounts payable to the Directors in terms of the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force).

RESOLVED FURTHER THATthe Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolutions.

5.

Appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THATpursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or enactment thereof for the time being in force), Mr. Deepak M. Satwalekar (DIN: 00009627) who was appointed as an Additional Director in the capacity of Independent Director of the Company by the Board of Directors effective July 1, 2020 in terms of Section 161 of the Companies Act, 2013, and whose appointment as an Independent Director is recommended by the Board Governance, Nomination and Compensation Committee and the Board of Directors of the Company, and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company for a period of five years with effect from July 1, 2020 to June 30, 2025 and the term shall not be subject to retirement by rotation.

RESOLVED FURTHER THATpursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members be and is hereby accorded to the continuation of directorship of Mr. Deepak M. Satwalekar (DIN: 00009627) after he attains the age of 75 years, as an Independent Director of the Company.

Date: May 29, 2020

Place: Bengaluru

By Order of the Board of Directors

ForWipro Limited

M. Sanaulla KhanCompany Secretary

Notes:

• 1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 (collectively "MCA Circulars"), permitted companies to conduct Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means, subject to compliance of various conditions mentioned therein. In compliance with the MCA Circulars and applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 74thAGM of the Company is being convened and conducted through VC.

• 2. The Company has enabled the Members to participate at the 74thAGM through the VC facility provided by KFin Technologies Private Limited, Registrar and Share Transfer Agents. The instructions for participation by Members are given in the subsequent paragraphs. Participation at the AGM through VC shall be allowed on a first-come-first-served basis.

• 3. In addition to the above, the proceedings of the 74thAGM will be web-casted live for all the shareholders as on the cut-off date i.e. Monday, July 6, 2020. The shareholders can visithttps://emeetings.kfintech.comand login through existing user id and password to watch the live proceedings of the 74thAGM on Monday, July 13, 2020 from 9 AM IST onwards.

• 4. As per the provisions under the MCA Circulars, Members attending the 74thAGM through VC shall be counted for the purpose of reckoning the quorum under Section 103

• of the Companies Act, 2013.

• 5. The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and e-voting during the AGM. The process of remote e-voting with necessary user id and password is given in the subsequent paragraphs. Such remote e-voting facility is in addition to voting that will take place at the 74thAGM being held through VC.

• 6. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.

• 7. The Company has appointed Mr. V Sreedharan, Practising Company Secretary, to act as the Scrutinizer, to scrutinize the e-voting process in a fair and transparent manner.

• 8. As per the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 74thAGM is being held through VC as per the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 74thAGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

• 9. Corporate Members are required to access the linkhttps://evoting.karvy.comand upload a certified copy of the Board resolution authorizing their representative to attend the AGM through VC and vote on their behalf. Institutional investors are encouraged to attend and vote at the meeting through VC.

• 10.In case of joint holders attending the meeting, only

  such joint holder who is higher in the order of names

  will beentitledto vote.

• 11. The Register of Members and Share Transfer books will remain closed from Friday, July 10, 2020 to Monday, July 13, 2020 (both days inclusive).

• 12. In line with the MCA Circulars, the notice of the 74thAGM along with the Annual Report 2019-20 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2019-20 will also be available on the Company's website athttps://www.wipro.com/investors/ annual-reports/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited atwww.bseindia.comandwww.nseindia.comrespectively, and on the website of KFin Technologies Private Limited athttps://evoting.karvy.com.

• 13. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent, KFin Technologies Private Limited, Selenium, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032.

Members may note that pursuant to the General Circular No. 20/2020 dated May 5, 2020 issued by the MCA, the Company has enabled a process for the limited purpose of receiving the Company's annual report and notice for the Annual General Meeting (including remote e-voting instructions) electronically, and Members may temporarily update their email address by accessing the linkhttps://www.wipro.com/investors/annual-reports/.

• 14. A statement pursuant to Section 102(1) of the Companies Act, 2013 relating to certain ordinary business and the special businesses to be transacted at the 74thAGM is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email [e-mail].

• 15. The details of the Directors seeking appointment/ re-appointment at the 74thAGM are provided in Annexure A of this Notice. The Company has received the requisite consents/declarations for the appointment/ re-appointment under the Companies Act, 2013 and the rules made thereunder.

• 16. Members who hold shares in dematerialized form and want to provide/change/correct the bank account details should send the same immediately to their concerned Depository Participant and not to the Company. Members are also requested to give the MICR Code of their bank to their Depository Participants. The Company will not entertain any direct request from such Members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank account details. While making payment of Dividend, the Registrar and Share Transfer Agent is obliged to use only the data provided by the Depositories, in case of such demateralized shares.

• 17. Members who are holding shares in physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to our Registrar and Share Transfer Agent, KFin Technologies Private Limited (Unit: Wipro Limited), Karvy Selenium Tower B, 31-32, Financial District, Nanakramguda, Gachibowli, Hyderabad - 500 032.

• 18. Members who are holding shares in physical form in identical order of names in more than one folio arerequested to send to the Company or its Registrar and Share Transfer Agent the details of such folios together with the share certificates for consolidating their holding in one folio. The share certificates will be returned to the Members after making requisite changes, thereon. Members are requested to use the share transfer form SH-4 for this purpose.

• 19. In accordance with the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and participate in corporate actions.

• 20. Non-resident Indian shareholders are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant, as the case may be:-

  • a) the change in the residential status on return to India for permanent settlement, and

  • b) the particulars of the NRE account with a Bank in India, if not furnished earlier.

• 21. Members who wish to claim Dividends, which remain unclaimed, are requested to either correspond with the Corporate Secretarial Department at the Company's registered office or the Company's Registrar and Share Transfer Agent (KFin Technologies Private Limited) for revalidation and encashment before the due dates. The details of such unclaimed dividends are available on the Company's website atwww.wipro.com. Members are requested to note that the dividend remaining unclaimed for a continuous period of seven years from the date of transfer to the Company's Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund (IEPF). In addition, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred to the IEPF.

  In the event of transfer of shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF authority by submitting an online