REG-Infosys Limited: Outcome of Board Meeting <Origin Href="QuoteRef">INFY.NS</Origin>

InfosysAnnouncement

13/04/2017 07:05

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
1.
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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