Hindustan Unilever : Minutes of 89th Annual General Meeting of the Company

HINDUSTAN UNILEVER LIMITED

MINUTES OF THE 89TH ANNUAL GENERAL MEETING OF THE MEMBERS OF HINDUSTAN UNILEVER LIMITED HELD ON THURSDAY, 23RD JUNE, 2022 AT

2.30 P.M. (IST) DEEMED TO BE HELD AT REGISTERED OFFICE OF THE COMPANY AT UNILEVER HOUSE, B. D. SAWANT MARG, CHAKALA, ANDHERI (EAST) 400099 THROUGH VIDEO CONFERENCE / OTHER AUDIO VISUAL MEANS

Members of the Board of Directors:

HINDUSTAN UNILEVER LIMITED ANNUAL GENERAL MEETING DATED 23.06.2022

1. Mr. Sanjay Buch, Partner of M/s. Crawford Bayley & Co., the Solicitors of the Company, Mr. Aniruddha Godbole, Audit Partner of M/s. BSR & Co., LLP,

Chartered Accountants, Statutory Auditors of the Company and Mr. S. N. Ananthasubramanian of M/s. S. N. Ananthasubramanian & Co., Company Secretaries, Secretarial Auditors of the Company had joined the meeting through Video Conference by invitation.

1. In aggregate, 238 Members joined through Video Conferencing and 7 Members were represented by their authorised representatives.
2. In accordance with Article 112 of the Articles of Association of the Company, Mr. Nitin Paranjpe, Chairman of the Company took the Chair.
3. The following documents and Registers were available on the website of National Securities Depository Limited (NSDL) for inspection by the Members:
4. 1. Notice convening the 89th Annual General Meeting;
   2. Report of Board of Directors along with Annexures thereto for the financial year ended 31st March, 2022;
   3. The Audited Financial Statements financial year ended 31st March, 2022;
   4. The Register of Directors' and Key Managerial Personnel and their shareholdings (remained open for inspection during the meeting);
   5. The Register of Contracts or arrangements in which the Directors were interested (remained open for inspection during the meeting);
5. At 2.30 p.m., the Chairman commenced the meeting by welcoming the Members to the 89th Annual General Meeting (AGM). The Chairman announced that the requisite quorum being present, the meeting was called to order.
6. The Chairman informed that in view of the restrictions due to outbreak of Covid-19 and considering the social distancing norms, the AGM was being conducted through the audio visual means. The AGM was convened and conducted in accordance with the circulars issued by Ministry of Corporate Affairs (MCA), i.e. General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 5th May, 2020, the latest being 2/2022 dated 5th May, 2022 and Securities Exchange Board of India (SEBI) vide its Circular No. SEBI/HO/CFD/CMD2/CIRP/P/2022/62 dated 13th May, 2022 and other relevant circulars issued by MCA and Securities and Exchange Board of India (SEBI), which allowed the companies to conduct their AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM) till 31st December, 2022.
7. The Chairman further informed that the Company had taken all steps to ensure that the Members were able to attend and vote at this AGM in a seamless

HINDUSTAN UNILEVER LIMITED ANNUAL GENERAL MEETING DATED 23.06.2022

manner. He also stated that the Company had tied up with NSDL to provide facility for voting through remote e-voting, for participation in the AGM through VC / OAVM facility and e-voting during the AGM.

1. The Chairman informed the Members that the Company had provided the facility of Live Webcast of proceedings of the AGM which would enable the Members to view the AGM live from remote locations by logging on the e-voting website of NSDL. He also stated that he had joined the meeting from Mumbai through audio visual means.
2. The Chairman requested the Members of the Board who had joined the meeting from the venue and through video conference to introduce themselves. Ms. Kalpana Morparia, Ms. Ashu Suyash, Mr. O. P. Bhatt, Mr. Dev Bajpai, Mr. Wilhelmus Uijen introduced themselves to the Members and mentioned that they had joined the meeting from Mumbai i.e. deemed venue for Annual General Meeting. Mr. Sanjiv Mehta, Dr. Sanjiv Misra and Dr. Ashish Gupta introduced themselves to the Members and stated that they had joined the meeting from Mumbai, Noida (U.P.) and USA, respectively. The Chairman mentioned that Mr. Leo Puri, Independent Director had expressed his inability to attend the AGM due to pre-commitments and Mr. Ritesh Tiwari, Executive Director, Finance & IT and Chief Financial Officer of the Company had taken ill and was unable to join the meeting either in person or remotely.
3. The Chairman introduced and welcomed Ms. Ashu Suyash, who was appointed as an Independent Director of the Company for a period of 5 (five) years w.e.f. 12th November, 2021.
4. The Chairman further, welcomed Mr. Aniruddha Godbole, Audit Partner of
   M/s. BSR & Co. LLP, who had signed FY 2021-22 Accounts, Mr. S. N. Ananthasubramanian of M/s. S. N. Ananthasubramanian &

12. The Chairman also, welcomed members of the Management Committee of the Company, Mr. Srinandan Sundaram, the Executive Director, Foods & Refreshment, Ms. Anuradha Razdan, Executive Director, Human Resources,

Dr. Vaibhav Sanzgiri, Executive Director, Research and Development, Mr. Kedar Lele, Executive Director, Customer Development, and Mr. Madhusudhan Rao, Executive Director Beauty & Personal Care, who had joined the meeting through Video Conferencing.

13. The Chairman informed the Members that Ms. Priya Nair, Executive Director Beauty & Personal Care was appointed as the Chief Marketing Officer Beauty and Well-Being at Unilever and thanked her for the immense contribution over the number of years in different roles to the Company and wished her success in the future. It was mentioned that Mr. Madhusudhan Rao has succeeded Priya as the Executive Director, Beauty & Personal Care with effect from 1st April, 2022. The Chairman further informed that Ms. Prabha Narasimhan, Executive Director, Home Care had left the Company to pursue an external opportunity and thanked her for the contribution to the Company over several years in different roles and wished her success as well. It was informed that Mr. Deepak Subramanian would succeed Prabha as the Executive Director, Home Care with effect from 1st July, 2022.

HINDUSTAN UNILEVER LIMITED ANNUAL GENERAL MEETING DATED 23.06.2022

1. Thereafter, the Chairman commenced the formal agenda of the AGM and with the consent of the Members present, the Notice convening the meeting, the Report of Board of Directors along with annexures thereto and the Audited Financial Statements for the financial year ended 31st March, 2022 as circulated to all the Members in compliance with the relevant circulars of MCA were taken as read.
2. The Chairman informed that as the AGM was conducted through audio visual means, the requirement for appointment of proxy and its related compliances were not applicable. He further announced that 7 (Seven) representations under Section 113 of the Companies Act, 2013 from Unilever PLC and its Affiliates, covering total of 145,44,12,858 (One Hundred and Forty-Five Crores, Forty-Four Lacs, Twelve Thousand, Eight Hundred and Fifty Eight) shares of Re.1/- each, had been received.
3. The Chairman further stated that as required under the Companies Act, 2013, the Register of Authorised Representatives, the Register of Directors and Key Managerial Personnel and their shareholding along with the Register of Contracts or Arrangements in which the Directors are interested, a Certificate from Mr. S. N. Ananthasubramanian of M/s. S. N. Ananthasubramanian & Co., Company Secretaries of the Company confirming that the Employees Stock Option Plan had been implemented in accordance with SEBI Guidelines, the resolutions passed by Members of the Company in General Meetings, were open for inspection on the website of NSDL.
4. The Chairman informed the sAnnual Financial Statements of the Company for the financial year ended 31st March, 2022 did not contain any qualifications, observations or comments on financial transactions or matters, which had adverse effect on the functioning

of the Company. He stated that in terms of Section 145 of the Companies Act, 2013, only the qualifications, observations or comments, mentioned in the d any adverse effect on the functioning of the Company, were required to be read at the Meeting. Since there were no such qualifications, observations or comments, the Auditors Report was not required to be read.

1. The Chairman informed that the Company had provided the facility of e-voting to its Members to exercise their right to vote on the Resolutions proposed to be passed at the AGM. The Chairman then requested Mr. Dev Bajpai to brief the Members about the e-voting procedure at the Meeting.
2. Mr. Dev Bajpai informed the Members that as per the provisions of the Companies Act, 2013 and Regulation 44 of the SEBI (Listing Obligations and
   Disclosure Requirements), Regulations, 2015, the Company had provided the facility of remote e-voting to the Members through NSDL e-voting system, to enable them to cast their vote electronically. The remote e-voting was open from 9.00 a.m. on Saturday, 18th June, 2022 till
   5.00 p.m. on Wednesday, 22nd June, 2022. The Members were also informed that the detailed procedure of e-voting was also mentioned in Note No. 9 to the Notice of the AGM on Page No. 304 of the Annual Report. The Members were further informed that Members who had not cast their vote through remote e- voting process, had been provided with facility to cast vote during the AGM using the e-voting website of NSDL.
3. Mr. Dev Bajpai further informed that Mr. S. N. Ananthasubramanian, Practicing Company Secretary was appointed as the Scrutiniser for the e-voting process.

HINDUSTAN UNILEVER LIMITED ANNUAL GENERAL MEETING DATED 23.06.2022