WNS : AGM Notice

WNS (HOLDINGS) LIMITED

NOTICE OF ANNUAL GENERAL MEETING

To be held on September 22,2022

To our Shareholders:

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Annual General Meeting") of the shareholders of WNS (Holdings) Limited, a company incorporated in Jersey, Channel Islands (the "Company"), will be held at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands on Thursday, September 22, 2022 at 11:00 a.m. (British Summer Time ) for the purpose of considering the following business, as more fully described in the Proxy Statement accompanying this notice, and if thought fit, adopting the following resolutions:

ORDINARY BUSINESS

The following resolutions will be proposed as ordinary resolutions:

Resolution 1 (Audited annual accounts)

THAT the audited accounts of the Company for the financial year ended March 31, 2022, including the report of the auditors, be and hereby are adopted.

Resolution 2 (Re-appointment of auditors)

THAT Grant Thornton Bharat LLP be and hereby is re-appointed as the Company's independent auditors until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2023.

Resolution 3 (Auditors' remuneration)

THAT:

(a) a sum of US$680,000(excluding taxes and out of pocket expenses); and

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WNS (HOLDINGS) LIMITED

22 Grenville Street,	Tel: 803	834 2586
St Helier, Jersey JE4 8PX,	Fax: [phone]
Channel Islands	wns.com

1. a further sum in an amount to be determined by the Board of Directors or a committee thereof, provided that such amount will be reported in the Company's audited financial statements for the year ending March 31, 2023.

be and hereby is approved as remuneration being available for the payment of audit fees to Grant Thornton Bharat LLP as the Company's independent auditors for their audit services to be rendered in respect of the Company's financial statements for the financial year ending March 31, 2023 and that the Board of Directors or a committee thereof is authorized to determine the remuneration payable from time to time to the auditors during this period in accordance with this approval.

Resolution 4 (Re-election of Class I Director, Mr. Timothy L Main)

THAT Mr. Timothy L. Main be and hereby is re-elected to hold office as a Class I Director from the date of the Annual General Meeting.

Resolution 5 (Re-election of Class I Director, Ms. Thi Nhuoc Lan Tu)

THAT Ms. Thi Nhuoc Lan Tu be and hereby is re-elected to hold office as a Class I Director from the date of the Annual General Meeting.

Resolution 6 (Re-election of Class I Director, Mr. Mario P. Vitale)

THAT Mr. Mario P. Vitale be and hereby is re-elected to hold office as a Class I Director from the date of the Annual General Meeting.

Resolution 7 (Re-election of Class I Director, Mr. Gareth Williams to serve until the end of his term on December 31, 2022)

THAT Mr. Gareth Williams be and hereby is re-elected to hold office as a Class I Director from the date of the Annual General Meeting. However, as Mr. Gareth Williams was first appointed as WNS's Director in January 2014 and Company's Corporate Governance guidelines provide for a maximum term of directorship of nine years, Mr. Gareth Williams, if re-elected, will only serve until December 31, 2022.

SPECIAL BUSINESS

WNS (HOLDINGS) LIMITED

22 Grenville Street,	Tel: 803	834 2586
St Helier, Jersey JE4 8PX,	Fax: [phone]
Channel Islands	wns.com

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The following resolutions will be proposed as ordinary resolutions:

Resolution 8 (Directors' remuneration for the period from the Annual General Meeting until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2023)

THAT:

1. an aggregate sum of US$ 6 (six) million be and hereby is approved as being available for the payment of remuneration and other benefits (excluding any charges incurred in connection with exercising issued and outstanding awards and any costs related to making of awards of options and restricted share units referred to in (b) below) to the Directors of the Company, to be applied, as the Directors may decide in their discretion, for the period from the Annual General Meeting until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2023 in accordance with the Company's compensation objectives and assessment process set out in the section "Compensation Discussion and Analysis" as disclosed in the accompanying Proxy Statement; and
2. as a further part of the Directors' remuneration, the making of awards of options and restricted share units ("Awards") under the 2016 Incentive Award Plan (as may be amended and restated pursuant to and in accordance with the terms thereof) (the "2016 Incentive Award Plan") to Directors by the Board of Directors or a Committee thereof, in its discretion, for the period from the Annual General Meeting until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2023 be and hereby is approved, provided that the maximum aggregate number of ordinary shares in the capital of the Company that may be issued or transferred pursuant to any Awards made or to be made to the Directors is limited to the maximum number of ordinary shares available for such purpose under the 2016 Incentive Award Plan.

Resolution 9 (Increase in the ordinary shares/American Depositary Shares ("ADSs") to be available or reserved for grant under the Company's 2016 Incentive Award Plan as may be amended and restated pursuant to and in accordance with the terms thereof ,the "2016 Incentive Award Plan " or ("the Plan") by 2.2 million ordinary shares/ADSs, (representing 4.57 % of the total outstanding share capital as on June 30, 2022 excluding treasury shares) and adoption of the Company's Fourth Amended and Restated 2016 Incentive Award Plan to reflect such increase be and hereby approved and adopted

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WNS (HOLDINGS) LIMITED

22 Grenville Street,	Tel: 803	834 2586
St Helier, Jersey JE4 8PX,	Fax: [phone]
Channel Islands	wns.com

substantially in the form set out in Appendix B to the Proxy Statement.)

THAT, the increase in the ordinary shares/ADSs to be available or reserved for grant under the Company's 2016 Incentive Award Plan as may be amended and restated pursuant to and in accordance with the terms thereof, the "2016 Incentive Award Plan" or the "Plan" by 2.2 million ordinary shares/ADSs and the Company's Fourth Amended and Restated 2016 Incentive Award Plan, substantially in the form set out in Appendix B to the accompanying Proxy Statement, to reflect such increase be approved and adopted.

DATED: August 18, 2022	Registered Office:
	22 Grenville Street,
BY ORDER OF THE BOARD OF DIRECTORS	St Helier,
	Jersey JE4 8PX, Channel
	Islands
Mourant Secretaries (Jersey) Limited
Company Secretary
NOTES:

1. The Board of Directors have fixed the close of business on August 18, 2022 as the record date for determining those persons whose names appear on our Register of Members as holders of our ordinary shares (collectively, our "Shareholders") who will be entitled to notice of and to vote at the Annual General Meeting, the accompanying Form of Proxy,
   Proxy Statement and the notice of availability of the Company's annual report on Form
   20-F for the financial year ended March 31, 2022 (the "Annual Report").
2. A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend the Annual General Meeting and to vote on his behalf. A proxy need not be a Shareholder. A Form of Proxy, which should be completed in accordance with the instructions printed thereon, is enclosed with this document. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting at the Annual General Meeting in person.
3. Important notice: We intend to hold the Annual General Meeting as a physical meeting. However, we will closely monitor the situation, in particular any potential restrictions on

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WNS (HOLDINGS) LIMITED

22 Grenville Street,	Tel: 803	834 2586
St Helier, Jersey JE4 8PX,	Fax: [phone]
Channel Islands	wns.com

public gatherings, non-essential travel or any such other unprecedented event which will restrict the conduct of physical meeting. If such a situation arises, any resulting change will be communicated to the shareholders before the meeting through our website and public announcement.

1. To be valid, the instrument appointing a proxy or proxies, and any power of attorney or other authority (e.g. board minutes) under which it is signed (or a notarially certified copy of any such power or authority), must be deposited at our registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands (Attn: Mourant Governance Services (Jersey) Limited) not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote.
2. A proxy may be revoked by: (i) giving the Company notice in writing deposited at our registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands (Attn: Mourant Governance Services (Jersey) Limited) before the commencement of the Annual General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote; (ii) depositing a new Form of Proxy with the Company Secretary before the commencement of the Annual General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote (although it should be noted that the new Form of Proxy will only be a valid proxy, as opposed to being capable of revoking an earlier Form of Proxy, if deposited not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote); or (iii) attending in person and voting on a poll.
3. A body corporate which is a Shareholder entitled to attend and vote at the Annual General Meeting may authorize a person to act as its representative at the Annual General Meeting in respect of all or a particular number of ordinary shares held by the Shareholder. A body corporate which is a Shareholder may appoint more than one person to act as its representative. If a body corporate which is a Shareholder appoints more than one person to act as its representative, each resolution (and each instrument of appointment) shall specify the number of ordinary shares held by the Shareholder for which the relevant person is appointed its representative. For the avoidance of doubt, a body corporate which is a Shareholder may appoint (in addition to the representatives (if any) appointed by it) any number of persons to act as its proxy at the Annual General Meeting in respect of all or a particular number of ordinary shares held by the Shareholder. A person duly authorized to act as a representative of a body corporate

AUSTRALIA

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COSTA RICA

INDIA

POLAND

ROMANIA

SPAIN

SRI LANKA

SOUTH AFRICA

THE PHILIPPINES

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UK

USA

WNS (HOLDINGS) LIMITED

22 Grenville Street,	Tel: 803	834 2586
St Helier, Jersey JE4 8PX,	Fax: [phone]
Channel Islands	wns.com