Abbott India : Notice of Annual General Meeting - August 9, 2023

Notice is hereby given that the Seventy-ninth Annual General Meeting of Abbott India Limited will be held through Video- Conferencing ("VC")/Other Audio-Visual Means ("OAVM") on Wednesday, August 9, 2023 at 9.30 a.m. to transact the following business :

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Financial
   Statements of the Company for the financial year ended
   March 31, 2023 together with the Reports of Directors and Auditors thereon.
2. To declare a final dividend of ` 180/- and special dividend of ` 145/- per Equity Share for the financial year ended
   March 31, 2023.
3. To appoint a Director in place of Mr Kaiyomarz Marfatia (DIN : 03449627), who retires by rotation and being eligible, offers himself for re-appointment.
4. To appoint a Director in place of Ms Sabina Ewing (DIN : 09201770), who retires by rotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS :

5. Ratification of remuneration payable to M/s Kishore Bhatia & Associates, Cost Auditors, for the financial year 2023-24

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

RESOLVED That pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and as approved by the Audit Committee and the Board of Directors of the Company, remuneration of ` 0.08 Crores plus taxes as applicable and reimbursement of reasonable out-of-pocket expenses, payable to M/s Kishore Bhatia & Associates, Cost Accountants (Registration No. 00294), for conducting the Cost Audit of the Company for the financial year 2023-24,be and is hereby ratified.

6. Appointment of Mr Mahadeo Karnik (DIN : 02606595) as Director, liable to retire by rotation

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution :

RESOLVED That pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder

(including any statutory modification or re-enactmentthereof for the time being in force) read with Article 113

of the Articles of Association of the Company, Mr Mahadeo Karnik (DIN : 02606595), who was appointed as an Additional Director of the Company with effect from July 1, 2023 and who holds office till the date of this 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 That the Board of Directors be and is hereby authorized to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution.

Registered Office :

Abbott India Limited

CIN : L24239MH1944PLC007330

3, Corporate Park, Sion-Trombay Road, Mumbai - 400 071 Telephone No. : +91-22-67978888/+91-22-5046 1000/2000 E-mail :investorrelations.india@abbott.com

Website : www.abbott.co.in

NOTES :

1. In accordance with the Ministry of Corporate Affairs, ("MCA") General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 02/2021 dated January 13, 2021, 21/2021 dated December 14, 2021, 02/2022 dated May 5, 2022 and 10/2022 dated December 28, 2022 respectively, ("the MCA Circulars") read with the Securities and Exchange Board of India ("SEBI") Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/ CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 ("the SEBI Circulars"), the Annual General Meeting ("AGM") will be held without the physical presence of the Members at a common venue and Members can attend and participate in the AGM through VC/OAVM.

Abbott India Limited

Notice (Contd.)

1. Pursuant to the provisions of the Companies Act, 2013 ("the Act"), a Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this Meeting will be held through VC/OAVM, in accordance with the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the Meeting and hence the Proxy Form and Attendance Slip are not annexed to this Notice. 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.
2. Corporate Members intending to have their representatives attend the Meeting through VC/OAVM pursuant to Section 113 of the Act, are requested to send to the Company, a certified copy of the relevant Board
   Resolution together with the specimen signature of the representative(s) authorized to attend and vote on their behalf at the Meeting.
3. A statement pursuant to Section 102(1) of the Act, relating to the Business to be transacted at Item Nos. 5 and 6 is annexed hereto.
4. The additional details of Directors retiring by rotation,

pursuant to Regulation 36(3) of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("the SEBI Listing Regulations") and the Secretarial Standards issued by the Institute of Company Secretaries of India, is annexed as Annexure I and forms part of this Notice.

1. Final dividend of ` 180/- and special dividend of ` 145/- per Equity Share of ` 10/- each, as recommended by the Board of Directors, if approved by the Members at the Annual General Meeting, will be paid on and after August 16, 2023 to the Members whose names appear on the Register of Members and to the Beneficial Owners of the Shares as on July 21, 2023 ("Record date"), as per the details furnished by the Depositories for this purpose.
2. In accordance with the provisions of the Income Tax Act, 1961 (IT Act) as amended by and read with the provisions of the Finance Act, 2020, with effect from April 1, 2020, dividend declared and paid by the Company is taxable in the hands of its shareholders and the Company is required to deduct Tax at Source (TDS) from dividend paid to the shareholders at the applicable rates. Section 206AB of the Act mandates special provisions for TDS in respect of taxpayers who have not filed their income-tax return for the previous year.

A separate communication has been sent to the Members describing the detailed provisions regarding this and process to submit the documents/declarations along with the formats, in respect of deduction of TDS on the dividend payout. The intimation is also available on the website of the Company at https://www.abbott.co.in/investor-relations.html.

1. The Dividend will be paid electronically in the bank accounts of the Members whose bank details are available with the Company/Registrar and Share Transfer Agent/Depositories. Members holding shares in electronic form are requested to intimate change, if any, in their bank details to their Depository Participants with whom they have Demat accounts. The Company or Registrar and Share Transfer Agent cannot act on any request received directly from such Members. Members holding shares in physical form are requested to intimate change, if any, in their bank details by sending duly signed Form ISR-1 alongwith required documents to the Company/Registrar and Share Transfer Agent.
2. SEBI, vide its Circular dated November 3, 2021, as amended from time to time, had made it mandatory for holders of physical securities to furnish PAN, KYC and Nomination/Opt-out of Nomination details to avail any investor service. The timeline provided by SEBI to furnish/update the above details was March 31, 2023, which has now been extended till September 30, 2023. Folios wherein any one of the above mentioned details are not registered by October 1, 2023 shall be frozen. Members who are yet to update their KYC details are therefore urged to furnish PAN, KYC and Nomination/ Opt-out of Nomination by submitting the prescribed forms duly filled, by e-mailfrom their registered e-mail
   ID to einward.ris@kfintech.comor by sending a physical copy of the prescribed forms duly filled and signed by the registered holders to KFin Technologies Limited, Registrar and Transfer Agent of the Company ("KFin"), at Selenium Building, Tower B, Plot No. 31-32, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500 032.
   In accordance with the SEBI Circular dated March 16, 2023, the Company has sent out intimations to those Members, holding shares in physical form, whose folios are incomplete with PAN, KYC and/or Nomination details, requesting them to update the details so as to avoid freezing of the folios.
3. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed Companies to issue securities in dematerialized form only while processing service requests viz. issue of duplicate share certificate; claim from unclaimed suspense account; renewal/exchange of share certificate; endorsement; sub-division/splittingof share certificate;

consolidation of share certificates/folios; transmission

and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4, the format of which is available on the Company's website at https://www.abbott.co.in/investor-relations.htmland on the website of the KFin at https://www.kfintech.com. It may be noted that any service request can be processed only after the Folio is KYC Compliant.

1. To eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or KFin for assistance in this regard.
2. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to KFin, the details of such folios together with the share certificates along with the requisite KYC documents for consolidating their holdings in one folio.
   Requests for consolidation of share certificates shall be processed in dematerialized form.
3. In terms of requirements of Regulation 39(4) and Schedule VI of the SEBI Listing Regulations, shares which remained unclaimed in the custody of the Company are required to be transferred to the Unclaimed Suspense Account opened by the Company.
   Accordingly, details of the unclaimed shares lying in the Company's Unclaimed Suspense Account are as follows :

1. Members who have not encashed their dividend warrants from the year 2015-16 or thereafter, are requested to write to the Company/Registrar and Transfer Agent. Members are requested to note that the unclaimed dividends will be transferred to the Investor Education and Protection Fund (IEPF) after the below mentioned due dates :

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the required information in respect of unpaid/unclaimed dividend (as on date of the last Annual General Meeting held on August 10, 2022) on the Company's website under the Investor Section at https://www.abbott.co.in/investor- relations.html.

Particulars

No. of shares as on

April 1, 2022

No. of shares claimed and transferred from the Unclaimed Suspense Account during the year

No. of shares transferred to Investor Education and Protection Fund

No. of shares as on

March 31, 2023

- -

33 3,958

All benefits accruing on such shares shall be credited to

Unclaimed Suspense Account for a period of 7 (seven) years. Thereafter, the said shares including all benefits accrued thereon shall be transferred by the Company to IEPF Authority in accordance with the provisions of Section 124(5) and (6) of the Act.

The details of shares lying in the IEPF Account are given below :

demat account number/folio number, e-mail id, mobile number at investorrelations.india@abbott.comfrom Wednesday, July 26, 2023 to Wednesday, August 2, 2023.

Particulars

No. of shares in IEPF Account as on April 1, 2022

No. of shares transferred to IEPF Account during the year 2022-23

No. of shares claimed and transferred to the Shareholders from IEPF Account during the year 2022-23

No. of shares in IEPF Account as on March 31, 2023

680 1,02,590

28 2,842

1. (7,383)

684 98,049

Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. The Company reserves the right to restrict the number of questions/speakers depending on the availability of time for the Meeting.

1. Members seeking any information or clarifications on the
   Annual Report are requested to send their queries to the Company on investorrelations.india@abbott.comat least one week prior to the Meeting to enable the Company to compile the information and provide replies at the Meeting.
2. In line with the MCA Circulars and the SEBI Circulars,
   Annual Report for the financial year 2022-23 along with the Notice of Seventy-ninthAnnual General Meeting inter alia, indicating the process and manner of e-voting,is being sent through electronic mode to the Members whose e-mailaddresses are available with the Company/ Depositories/Depository Participants.
   The aforesaid documents are also available on the Company' website at https://www.abbott.co.in/investor- relations.htmland on the websites of the BSE Limited at www.bseindia.comand NSDL at www.evoting.nsdl.com.
   The Members whose e-mail addresses are not registered with the Company are requested to register the same by following the instructions given under Part E of Annexure II to this Notice.
3. The relevant documents referred to in the accompanying Notice and Explanatory Statement will be provided upon request, in electronic mode upto the date of the Meeting. The Members are required to write toinvestorrelations. india@abbott.comwith a subject "Inspection of Documents".
4. Speaker Registration/Questions for the Meeting
   Members, who would like to express their views/have questions are requested to send registrations along with the questions in advance mentioning their name,

1. Mr Taizoon M. Khumri, Practicing Company
   Secretary (Membership No. FCS 993 and Certificate of Practice No. 88) has been appointed as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.

1. 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 i.e., August 2, 2023 ("Cut-off date") only shall be entitled to avail the facility of remote e-voting or voting at the Meeting, as the case may be, in proportion to the shares held by them as on the Cut-off date.
2. In case all the joint holders are attending the
   Meeting, the Member whose name appears as first holder in the order of names as per Register of Members of the Company will be entitled to vote at the Meeting.
3. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes Member of the Company after the notice is sent through e-mail and holding shares as of the Cut-off date i.e., August 2, 2023, may obtain the login ID and password by sending a request at evoting@nsdl.co.inor Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing User ID and Password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/ Password" or "Physical User Reset Password" option available on www.evoting.nsdl.comor call on toll free no. 022-4886 7000 and 022-2499 7000. In case of Individual shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the Cut-off date i.e., August 2, 2023, may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-voting system".
4. Once the Member has confirmed his voting on the resolution, he will not be allowed to modify his vote or cast the vote again.
5. The Scrutinizer shall, after the conclusion of voting at the Meeting, first count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting and shall submit, not later than forty-eight hours of the conclusion of the Annual General Meeting, a consolidated Scrutinizer's Report of the total votes cast in favor or against, if any, to the Chairman or any other person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
6. The Results shall be declared by the Chairman or any other person authorized by him in writing within forty-eight hours from the conclusion of the Meeting. The results declared shall alongwith

the consolidated Report of the Scrutinizer be placed on the website of the Company i.e., www.abbott.co.inand on the website of NSDL at www.evoting.nsdl.comimmediately after the declaration of results. The results shall simultaneously be forwarded to the BSE Limited, Mumbai and also be displayed on the Notice Board of the Registered Office of the Company.

1. Instructions for e-voting and attending the Annual General Meeting is annexed as Annexure II and forms part of this Notice.
2. Considering the Meeting would be held through VC/ OAVM, the route Map for the venue is not annexed to the Notice. The deemed venue for the AGM shall be the
   Registered Office of the Company.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 5

The Board, based on the recommendation of the Audit Committee, approved the appointment of M/s Kishore Bhatia

• Associates, Cost Accountants (Registration No. 00294) as the Cost Auditors for conducting the Cost Audit of the
  Company for the financial year 2023-24 at a remuneration of
  ` 0.08 Crores plus taxes as applicable and reimbursement of reasonable out-of-pocket expenses.

Pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, remuneration payable to M/s Kishore Bhatia & Associates, Cost Auditors, as stated above, requires ratification by the Members.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

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

Item No. 6

The Board, based on recommendation of the Nomination and Remuneration Committee, appointed Mr Mahadeo Karnik (DIN : 02606595) as Additional Director of the Company effective July 1, 2023 as per the provisions of Section 161 of the Companies Act, 2013 and Rules framed thereunder ("the Act") read with Article 113 of the Articles of Association of the Company. He holds office upto the date of this Annual General Meeting.

Mr Karnik has provided his consent to act as a Director of the Company and also a confirmation that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.