To The Secretary Listing Department BSE Limited Department ...

Date of Submission: July 28, 2018

To

The Secretary

Listing Department

BSE Limited

Department of Corporate Services

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai – 400 001

Scrip Code - 532523

To

The Secretary

Listing Department

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex

Mumbai – 400 050

Stock Code- Biocon

Dear Sir/Madam, Sub: - Intimation of the proceedings of 40th Annual General Meeting (AGM) and disclosure of voting results. Ref: Disclosure under Regulation 30 & 44 of the Securities and Exchange Board of India Listing Obligations and

Disclosure Requirements (LODR) Regulations, 2015. We wish to inform you that the 40th Annual General Meeting (AGM) of the Company was held today, i.e., July 27, 2018 at Tyler Jacks Auditorium, Biocon Research Centre, Plot No. 2, Biocon Special Economic Zone, Bommasandra -Jigani Link Road, Bangalore 560 099 and the business mentioned in the Notice dated June 22, 2018 convening the AGM were transacted.

ANNEXURE I

PROCEEDINGS OF THE FORTIETH ANNUAL GENERAL MEETING (AGM) OF BIOCON LIMITED HELD ON FRIDAY, JULY 27, 2018 AT 3:30 PM AT THE TYLER JACK’S AUDITORIUM, BIOCON PARK, BIOCON SEZ, PLOT NO. 2, BOMMASANDRA JIGANI LINK ROAD, BENGALURU-560 099, KARNATAKA, INDIA.

SHAREHOLDERS PRESENT: 167 Shareholders were present at the AGM, including 1 proxy and 1 authorised representative DIRECTORS PRESENT:

Ms. Kiran Mazumdar Shaw Chairperson and Managing Director

Mr. John Shaw Vice Chairman and Non-Executive Director

Dr. Arun S. Chandavarkar Joint Managing Director and CEO

Prof. Ravi Mazumdar Non-Executive, Non independent director

Dr. Jeremy Levin Independent Director

Mr. Russell Walls Independent Director (Chairman-Audit & Risk Committee)

Dr. Vijay Kuchroo Independent Director

KEY MANAGERIAL PERSONNEL PRESENT:

Mr. Siddharth Mittal Chief Financial Officer

BY INVITATION:

Mr. Sampad Guha Thakurtha Partner, M/s B S R & Co. LLP, Chartered Accountants Statutory Auditor

Mr. V Sreedharan Partner, M/s V. Sreedharan and Associates Practicing Company Secretary Scrutinizer for e- voting

Mr. M. Damodaran Partner, M/s M. Damodaran and Associates Practicing Company Secretary Secretarial Auditor

Mr. Bobby Kanubhai Parikh Appointed as Independent Director at the 40th AGM

The AGM commenced at 3:30 PM (IST) and concluded at 5:30 PM (IST).

At the commencement of the AGM, Shareholders were briefed on safety procedure in case of any emergency. Ms. Kiran Mazumdar Shaw, Chairperson and Managing Director, welcomed all Shareholders to the 40th AGM of the Company and introduced the Directors and Officers on the dias. The Chairperson informed that Mr. Daniel

The Chairperson having ascertained that the requisite quorum fixed for the AGM was present, declared the AGM to order. The Chairperson informed the Shareholders that the Register of Proxies along with the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013 and relevant documents were available for inspection by the Shareholder. The Chairperson then informed that the Notice of the 40th AGM dated June 22, 2018 along with the Annual Reports of the Company for the year ended March 31, 2018 were dispatched to all the Shareholders within the statutory period. With the consent of the Shareholders, the Notice of the 40th AGM was taken as read. The Chairperson then informed the Shareholders, that there were 8 Resolutions to be passed at the 40th AGM and ordered a poll (Insta poll) on all the 8 Resolutions. She also informed that the poll shall be concluded at the conclusion of the AGM. The Chairperson thereafter requested Mr. V. Sreedharan, Practising Company Secretary (Membership No. FCS 2347) to act as the scrutinizer for conducting the poll process in a fair and transparent manner and submit his report after conclusion of the poll. The Chairperson then informed the Shareholders that the proceedings of the AGM would be conducted by Mr. Mayank Verma, Company Secretary of a subsidiary Company; Syngene International Limited and requested him to take the Shareholders through the poll process and read out the Auditor’s Report. Mr. Mayank Verma further informed that in compliance with the provisions of Section 108 of the Companies

Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had facilitated remote

e-voting facility to all the Shareholders through Karvy Computershare Private Limited to vote on all resolutions

proposed to be passed at the 40th AGM. He appraised that, the Shareholders of the Company, as on the cut-off

date, i.e., July 20, 2018, were eligible to participate in the remote e-voting process and the said e-voting process

commenced at 09:00 AM IST on July 23, 2018 and concluded at 5:00 PM IST on July 26, 2018.

He thereafter informed the Shareholders that the Board had appointed Mr. V. Sreedharan, Practicing Company

Secretary (Membership No. FCS 2347) as the scrutinizer for conducting the remote e-voting process in a fair and

transparent manner.

Mr. Mayank Verma then informed the Shareholders that, as ordered by the Chairperson, the poll would be

conducted electronically, to enable the Shareholders of the Company as on the cut-off date i.e. July 20, 2018,

who were present in person or through proxy at the 40th AGM and who have not exercised their right to vote

through remote e-voting process, to cast their votes at the AGM. Mr. Mayank Verma informed that the

combined results of e-voting and the poll would be intimated to the Stock Exchanges within 48 hours of

conclusion of AGM and the same will be posted on the Company’s website and the website of Company’s

Registrar and Share Transfer Agent, Karvy Computershare Private Limited. Thereafter, Mr. Mayank Verma

informed that the Statutory Auditor’s Report and Secretarial Auditors’ Report for the financial year ended March

31, 2018 had no qualifications, observations or comments on financial transactions or matters which have any

adverse effect on the functioning of the Company. With the permission of the Shareholders, the Auditors’ Report

was taken as read. He then requested the Chairperson to address the Shareholders.

The Chairperson then delivered her speech and made a presentation on the Company’s operations to the

Shareholders. The Chairperson invited the Shareholders to ask queries, if any, on the Resolutions as set out in

the Notice dated June 22, 2018 or on the Annual Report for the Financial Year 2017-18.

Clarifications were provided to the queries raised by Shareholders.

The following items of business, as per the Notice of AGM dated June 22, 2018, were transacted at the AGM: ORDINARY BUSINESS

i) Adoption of Audited Financial Statements (both Standalone and Consolidated) of the Company for

the year ended March 31, 2018 and the reports of Board of Directors and Auditors thereon.

ii) Approval of dividend of Re 1/- per equity share of face value of Rs. 5/- each for the year ended

March 31, 2018.

iii) Re-appointment of Mr. John Shaw (DIN: 00347250), Non-executive Director who retired by

rotation and being eligible, offered himself for re-appointment.

iv) Ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants as Statutory Auditor of

the Company to hold office until the conclusion of the Forty-First AGM of the Company.

SPECIAL BUSINESS

v) Re-appointment of Dr. Jeremy Levin as an Independent Director for a term of five years upto the

conclusion of 45th AGM.

vi) Re-appointment of Dr. Vijay Kuchroo as an Independent Director for a term of five years upto the

conclusion of 45th AGM.

vii) Appointment of Mr. Bobby Kanubhai Parikh as an Independent Director for a term of three years

upto the conclusion of 43rd AGM.

viii) Approval of the remuneration of M/s Rao Murthy & Associates, Cost Auditors, of the Company for

FY 2018-19.

After all the agendas were duly taken up, the AGM concluded with a vote of thanks to the Chair and the Shareholders. Yours faithfully, For BIOCON LIMITED

Akhilesh Nand Chief Compliance Officer

ANNEXURE II

BIOCON LIMITED

Date of the AGM/EGM 27-07-2018

Total number of shareholders on record date

143153

No. of shareholders present in the meeting either in person or through proxy:

Promoters and Promoter Group: 5

Public: 162

No. of Shareholders attended the meeting through Video Conferencing:

Promoters and Promoter Group: Not Applicable

Public: Not Applicable

Resolution No.

1

Resolution required: (Ordinary/ Special)

ORDINARY BUSINESS - To receive, consider and adopt the audited financial statement (including audited consolidated financial statement) of the Company for the financial year ended March 31, 2018 and the reports of the Board of Directors and Auditors thereon.

Whether promoter/ promoter group are interested in the agenda/resolution?

No

Category Mode of Voting

No. of shares held (1)

No. of votes polled (2)

% of Votes Polled on outstanding shares (3)=[(2)/(1)]* 100

No. of Votes – in favour (4)

No. of Votes – against (5)

% of Votes in favour on votes polled (6)=[(4)/(2)]*100

% of Votes against on votes polled (7)=[(5)/(2)]*100

Promoter and Promoter Group

E-Voting

36,40,07,838

36,06,90,948

99.0888 36,06,90,948

0 100.0000 0.0000

Poll 30,57,648

0.8400 30,57,648

0 100.0000 0.0000

Postal Ballot (if applicable)

0 0.0000 0 0 0.0000 0.0000

Total 36,37,48,596

99.9288 36,37,48,596

0 100.0000 0.0000

Public- Institutions

E-Voting

12,64,38,667

10,97,41,687

86.7944 10,97,41,687

0 100.0000 0.0000

Poll 0 0.0000 0 0 0.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 10,97,41,687

86.7944 10,97,41,687

0 100.0000 0.0000

Public- Non Institutions

E-Voting

10,95,53,495

3,37,66,914

30.8223 3,37,66,545

369 99.9989 0.0010

Poll 57,540 0.0525 57,537 3 99.9947 0.0052


0 0.0000 0 0 0.0000 0.0000

Total 3,38,24,454

30.8748 3,38,24,082

372 99.9989 0.0011

Total 60,00,00,000

50,73,14,737

84.5525 50,73,14,365

372 99.9999 0.0001

Resolution No.

2


ORDINARY BUSINESS - To declare a dividend of Re.1/- per equity share.


No










E-Voting

36,40,07,838

36,06,90,948

99.0888 36,06,90,948

0 100.0000 0.0000

Poll 30,57,648

0.8400 30,57,648

0 100.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 36,37,48,596

99.9288 36,37,48,596

0 100.0000 0.0000


E-Voting

12,64,38,667

10,97,96,435

86.8377 10,97,96,435

0 100.0000 0.0000

Poll 0 0.0000 0 0 0.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 10,97,96,435

86.8377 10,97,96,435

0 100.0000 0.0000


E-Voting

10,95,53,495

3,37,91,011

30.8443 3,37,90,600

411 99.9987 0.0012

Poll 57,549 0.0525 57,546 3 99.9947 0.0052


0 0.0000 0 0 0.0000 0.0000

Total 3,38,48,560

30.8968 3,38,48,146

414 99.9988 0.0012

Total 60,00,00,000

50,73,93,591

84.5656 50,73,93,177

414 99.9999 0.0001

Resolution No.

3


ORDINARY BUSINESS - To appoint a Director in place of Mr. John Shaw (DIN: 00347250) who retires by rotation and being eligible, offers himself for re-appointment.


No










E-Voting

36,40,07,838

36,06,90,948

99.0888 36,06,90,948

0 100.0000 0.0000

Poll 30,57,648

0.8400 30,57,648

0 100.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 36,37,48,596

99.9288 36,37,48,596

0 100.0000 0.0000


E-Voting

12,64,38,667

10,70,93,289

84.6998 10,67,90,219

3,03,070

99.7170 0.2829

Poll 0 0.0000 0 0 0.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 10,70,93,289

84.6998 10,67,90,219

3,03,070

99.7170 0.2830


E-Voting

10,95,53,495

3,37,91,012

30.8443 3,37,90,398

614 99.9981 0.0018

Poll 57,549 0.0525 57,546 3 99.9947 0.0052


0 0.0000 0 0 0.0000 0.0000

Total 3,38,48,561

30.8968 3,38,47,944

617 99.9982 0.0018

Total 60,00,00,000

50,46,90,446

84.1151 50,43,86,759

3,03,687

99.9398 0.0602

Resolution No.

4


ORDINARY BUSINESS-ORDINARY RESOLUTION - To ratify the appointment of M/s. B S R & Co. LLP as Statutory Auditor


No










E-Voting

36,40,07,838

36,06,90,948

99.0888 36,06,90,948

0 100.0000 0.0000

Poll 30,57,648

0.8400 30,57,648

0 100.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 36,37,48,596

99.9288 36,37,48,596

0 100.0000 0.0000


E-Voting

12,64,38,667

10,97,96,435

86.8377 10,97,96,435

0 100.0000 0.0000

Poll 0 0.0000 0 0 0.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 10,97,96,435

86.8377 10,97,96,435

0 100.0000 0.0000


E-Voting

10,95,53,495

3,37,91,012

30.8443 3,37,90,618

394 99.9988 0.0011

Poll 57,549 0.0525 57,546 3 99.9947 0.0052


0 0.0000 0 0 0.0000 0.0000

Total 3,38,48,561

30.8968 3,38,48,164

397 99.9988 0.0012

Total 60,00,00,000

50,73,93,592

84.5656 50,73,93,195

397 99.9999 0.0001

Resolution No.

5


SPECIAL BUSINESS-SPECIAL RESOLUTION - To re-appoint Dr. Jeremy Levin as an Independent Director of the Company


No










E-Voting

36,40,07,838

36,06,90,948

99.0888 36,06,90,948

0 100.0000 0.0000

Poll 30,57,648

0.8400 30,57,648

0 100.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 36,37,48,596

99.9288 36,37,48,596

0 100.0000 0.0000


E-Voting

12,64,38,667

10,62,64,325

84.0442 4,54,03,055

6,08,61,270

42.7265 57.2734

Poll 0 0.0000 0 0 0.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 10,62,64,325

84.0442 4,54,03,055

6,08,61,270

42.7265 57.2735


E-Voting

10,95,53,495

3,37,91,012

30.8443 3,37,90,381

631 99.9981 0.0018

Poll 57,549 0.0525 57,546 3 99.9947 0.0052


0 0.0000 0 0 0.0000 0.0000

Total 3,38,48,561

30.8968 3,38,47,927

634 99.9981 0.0019

Total 60,00,00,000

50,38,61,482

83.9769 44,29,99,578

6,08,61,904

87.9209 12.0791

Resolution No.

6


SPECIAL BUSINESS-SPECIAL RESOLUTION - To re-appoint Dr. Vijay Kuchroo as an Independent Director of the Company


No










E-Voting

36,40,07,838

36,06,90,948

99.0888 36,06,90,948

0 100.0000 0.0000

Poll 30,57,648

0.8400 30,57,648

0 100.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 36,37,48,596

99.9288 36,37,48,596

0 100.0000 0.0000


E-Voting

12,64,38,667

10,62,64,325

84.0442 4,51,11,910

6,11,52,415

42.4525 57.5474

Poll 0 0.0000 0 0 0.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 10,62,64,325

84.0442 4,51,11,910

6,11,52,415

42.4525 57.5475


E-Voting

10,95,53,495

3,37,91,012

30.8443 3,37,66,533

24,479 99.9275 0.0724

Poll 57,549 0.0525 57,546 3 99.9947 0.0052


0 0.0000 0 0 0.0000 0.0000

Total 3,38,48,561

30.8968 3,38,24,079

24,482 99.9277 0.0723

Total 60,00,00,000

50,38,61,482

83.9769 44,26,84,585

6,11,76,897

87.8584 12.1416

Resolution No.

7


SPECIAL BUSINESS-ORDINARY RESOLUTION - To appoint Mr. Bobby Kanubhai Parikh as an Independent Director of the Company


No










E-Voting

36,40,07,838

36,06,90,948

99.0888 36,06,90,948

0 100.0000 0.0000

Poll 30,57,648

0.8400 30,57,648

0 100.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 36,37,48,596

99.9288 36,37,48,596

0 100.0000 0.0000


E-Voting

12,64,38,667

10,70,93,289

84.6998 10,70,93,289

0 100.0000 0.0000

Poll 0 0.0000 0 0 0.0000 0.0000



E-Voting

12,64,38,667

10,97,96,435

86.8377 10,97,96,435

0 100.0000 0.0000

Poll 0 0.0000 0 0 0.0000 0.0000


0 0.0000 0 0 0.0000 0.0000

Total 10,97,96,435

86.8377 10,97,96,435

0 100.0000 0.0000


E-Voting

10,95,53,495

3,37,91,012

30.8443 3,37,90,241

771 99.9977 0.0022

Poll 57,549 0.0525 57,546 3 99.9947 0.0052


0 0.0000 0 0 0.0000 0.0000

Total 3,38,48,561

30.8968 3,38,47,787

774 99.9977 0.0023

Total 60,00,00,000

50,73,93,592

84.5656 50,73,92,818

774 99.9998 0.0002

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