BANGALORE, April 13,2017 /PRNewswire/ --
TO ALL STOCK EXCHANGES
BSE LIMITED
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
NEW YORK STOCK EXCHANGE
EURONEXT LONDON
EURONEXT PARIS
April 13, 2017
Dear Sir, Madam,
Sub: Outcome of Board meeting
This has reference to our letter dated March 14, 2017, regarding the captioned subject. The Board, at their meeting held over April 12-13, 2017, transacted the following items of business:
Co-Chairman of the Board
Appointed Ravi Venkatesan, Independent Director as the Co-Chairman of the Board.
Financial Results and Dividend
2. Took on record the audited standalone financial statements of the Company as per Indian Accounting Standards (INDAS) for the quarter and year ending March 31, 2017;
3. Took on record the audited consolidated financial statements of the Company and its subsidiaries as per INDAS for the quarter and year ending March 31, 2017;
4. Took on record the audited consolidated financial statements of the Company and its subsidiaries as per IFRS in INR for the quarter and year ending March 31, 2017; and
5. Recommended a final dividend of Rs. 14.75 per equity share for the financial year ended March 31, 2017.
Annual General Meeting and Book Closure
6. The 36th Annual General Meeting of the Members of the Company will be held on Saturday, June 24, 2017 at the Christ University Auditorium, Hosur Road, Bengaluru 560 029, Karnataka.
7. The book closure date for the purposes of the Annual General Meeting and payment of final dividend is June 3, 2017. The dividend will be paid on June 27, 2017.
8. The register of members and share transfer books will remain closed on June 3, 2017.
Others
9. The Board considered and approved the following policies:
a. Capital allocation policy:
The Board reviewed and approved a revised Capital Allocation Policy of the Company after taking into consideration the strategic and operational cash requirements of the Company in the medium term.
The key aspects of the Capital Allocation Policy are:
1. The Company's current policy is to pay dividends of up to 50% of post-tax profits of the Financial Year. Effective from Financial Year 2018, the Company expects to payout up to 70% of the free cash flow* of the corresponding Financial Year in such manner (including by way of dividend and/or share buyback) as may be decided by the Board from time to time, subject to applicable laws and requisite approvals, if any.
2. In addition to the above, the Board has identified an amount of upto Rs. 13,000 crore ($2 billion)** to be paid out to shareholders during Financial Year 2018, in such manner (including by way of dividend and/ or share buyback), to be decided by the Board, subject to applicable laws and requisite approvals, if any.
Further announcements in this regard will be made, as appropriate, in due course.
* Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS
** USD/INR exchange rate as on March 31, 2017
Dividend payout includes Dividend Distribution Tax
This announcement contains insider information.
b. Dividend distribution policy- The policy is enclosed below and also made available on the Company's website- www.infosys.com.
10. Recommendations of the Nomination and Remuneration Committee (&abcz;Committee&abcz;), -
a. Pursuant to the approval from the shareholders through postal ballot on March 31, 2016, Dr. Vishal Sikka, Managing Director and CEO is eligible to receive under the 2015 Employee Stock Compensation Plan (&abcz;2015 Plan&abcz;), an annual grant ofRSUs of fair value $2 Million which will vest over time, subject to continued service. He is also eligible for an annual grant of performance based equity and stock options of $5 Million, subject to achievement of performance targets set by the Board or its Committee, which will vest over time. The Board based on the recommendations of the Committee approved on April 13, 2017, RSUs amounting to $1.9 Million and ESOPs amounting to $0.96 Million representing the performance based equity and stock options for the financial year 2017.Further, the Board also approved the annual time based vesting grant for financial year 2018 of RSUs of fair value amounting to $2 Million.
b. The Committee of the Board of Directors of Infosys Limited at its meeting held on April 13, 2017, based on fiscal 2017 performance, approved the grant of 37,100 RSU and 73,600 stock options with effect from May 2, 2017, to few eligible and identified employees of the Company and its subsidiaries under the 2015 Stock Incentive Compensation Plan (2015 plan). These RSUs and stock options shall vest over a period of 4 years from the date of grant and shall be exercisable within the period as approved by the committee. The exercise price of the RSUs will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant.
c. The Committee in its meeting held on October 14, 2016 recommended a grant of 27,250 RSU's and 43,000 ESOP's to U.B. Pravin Rao, Chief Operating Officer (COO), under the 2015 Plan andthe same was approved by the shareholders through postal ballot on March 31, 2017. These RSUs and ESOPs will be granted w.e.fMay 2, 2017. These RSUs and stock options would vest over a period of 4 years and shall be exercisable within the period as approved by the Committee. The exercise price of the RSU's will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant, as approved by the shareholders.
We are enclosing herewith the financial results, press release and dividend distribution policy for your information and record. The same will be made available on the Company's website at the following weblink https://www.infosys.com/investors/reports-filings/quarterly-results/2016-2017/q4/pages/index.aspx.
Yours sincerely,
For Infosys Limited
A G S Manikantha
Company Secretary
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