Wipro : Annual General Meeting

June 24, 2022

The Manager - Listing BSE Limited

(BSE: 507685)

The Manager - Listing

National Stock Exchange of lndia Limited (NSE:WIPRO)

The Market Operations

NYSE, New York

(NYSE: WIT)

Dear Sir/Madam,

Sub: Notice of Annual General Meeting ("AGM"), Integrated Annual Report for Financial Year 2021-22 and intimation of book closure for the AGM

This is to inform that the 76th AGM of the Company is scheduled to be held on Tuesday, July 19, 2022 at 9 AM IST through video conferencing.

Pursuant to Section 108 of the Companies Act, 2013 and Regulations 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the following:

1. Notice of the 76th AGM (including e-voting instructions)
2. Integrated Annual Report for the Financial Year 2021-22

The aforesaid documents are available on the website of the Company at https://www.wipro.com/investors/annual-reports/and are being dispatched to all eligible shareholders whose email IDs are registered with the Company/Depositories.

Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer books will remain closed from Monday, July 18, 2022 to Tuesday, July 19, 2022 (both days inclusive) for the purpose of the AGM.

This is for your information and records.

Thanking You,

For Wipro Limited

M. Sanaulla Khan

Company Secretary

ENCL: As above.

WIPRO LIMITED

Registered Office: Doddakannelli, Sarjapur Road, Bengaluru- 560 035, Telephone: [phone],

Website: www.wipro.com, E-mail:[e-mail],

CIN: L32102KA1945PLC020800

Dear Members,

Invitation to attend the 76th Annual General Meeting ("AGM") on Tuesday, July 19, 2022

You are cordially invited to attend the Seventy Sixth Annual General Meeting of the Company to be held on Tuesday, July 19, 2022, at 9 AM IST through video conferencing ("VC"). The notice convening the AGM is enclosed herewith.

For ease of participation of the Members,we are providing below the key details regarding the meeting for your reference:

Sl. No.

Particulars

• Link for live webcast of the AGM

• Helpline number for VC participation

• Cut-offdate for e-voting

• Time period for remote e-voting

• Book closure dates

• Link for Members to temporarily update e-mail address

7 Last date for publishing results of the e-voting

• Registrar and Share Transfer Agent contact details

Details

https://www.wipro.com/AGM2022/

For any assistance or support before or during the AGM, Members may contact the Company at [phone] or [e-mail] [e-mail] [e-mail] [e-mail]

Tuesday, July 12, 2022

Commences at 9 AM IST on Friday, July 15, 2022 and ends at 5 PM IST on Monday, July 18, 2022

Monday, July 18, 2022 to Tuesday, July 19, 2022 (both days inclusive)

https://www.wipro.com/investors/annual-reports/

Thursday, July 21, 2022

Ms. Rajitha Cholleti, Assistant General Manager-Corporate Registry and Ms. Swati Reddy, Manager (Unit: Wipro Limited), KFin Technologies Limited (KFintech)

E-mail:[e-mail]; [e-mail]

Contact No.: [phone]

Yours truly,

Rishad A. Premji

Chairman

Bengaluru June 8, 2022

Notice 2021-22

1

WIPRO LIMITED

Registered Office: Doddakannelli, Sarjapur Road, Bengaluru- 560 035, Telephone: [phone],

Website: www.wipro.com, E-mail:[e-mail],

CIN: L32102KA1945PLC020800

NOTICE TO MEMBERS

Notice is hereby given that the Seventy Sixth Annual General Meeting ("AGM") of Wipro Limited will be held on Tuesday, July 19, 2022, at 9 AM IST through video conferencing ("VC"), to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and Auditors thereon.
2. To confirm the interim dividend of ` 1/- per equity share declared by the Board on January 12, 2022, and ` 5/- per equity share declared by the Board on March 25, 2022, as the final dividend for the financial year 2021-22.
3. To consider appointment of a Director in place of Mr. Azim H. Premji (DIN: 00234280) who retires by rotation and being eligible, offers himself for re-appointment.
4. To consider and approve re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, as statutory auditors of the Company and to fix their remuneration, and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution.

RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the recommendations of the Audit, Risk and Compliance Committee and the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to re-appoint Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W-100018) as Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of the 81st AGM to be held in the year 2027, at a remuneration to be decided by the Board of Directors of the Company (or any committee thereof) in consultation with the Auditors.

	By Order of the Board of Directors
	For Wipro Limited
	Sd/-
Bengaluru	M. Sanaulla Khan
June 8, 2022	Company Secretary

NOTES:

1. In view of the ongoing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA"), vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, Circular No. 02/2021 dated January 13, 2021 and General Circular No.02/2022 dated May 5,2022 (collectively "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide its Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/ HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 on May 13, 2022 (collectively "SEBI Circulars"), have permitted companies to conduct AGM through VC or other audio visual means, subject to compliance of various conditions mentioned therein. In compliance with the aforesaid MCA and SEBI Circulars, applicable provisions of the Companies Act, 2013 and rules made thereunder, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") the 76th AGM of the Company is being convened and conducted through VC.The registered office of the Company shall be deemed to be the venue for the AGM.
2. The Company has enabled the Members to participate at the 76th AGM through VC facility. The instructions for participation by Members are given in the subsequent pages. Participation at the AGM through VC shall be allowed on a first-come-first-served basis.
3. In addition to the above, the proceedings of the 76th AGM will be web-casted live for all the Members as on the cut- off date i.e., Tuesday, July 12, 2022. The Members can visit https://www.wipro.com/AGM2022/to watch the live proceedings of the 76th AGM on Tuesday, July 19, 2022, from 9 AM IST onwards.
4. As per the provisions under the MCA Circulars, Members attending the 76th AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

2 Wipro Limited | Ambitions Realized

1. The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote-voting and e-voting during the AGM. The process and instructions for remote e-voting are provided in the subsequent paragraphs. Such remote e-voting facility is in addition to voting that will take place at the 76th AGM being held through VC.
2. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, will be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.
3. The Company has appointed Mr. V. Sreedharan, Senior Partner, in his absence Ms. Devika Sathyanarayana or Mr. Pradeep B. Kulkarni, Partners of V. Sreedharan & Associates, Practicing Company Secretaries, as the Scrutinizers to scrutinize the e-voting process in a fair and transparent manner.
4. As per the Companies Act,2013,a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 76th AGM is being held through VC as per the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 76th AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
5. Corporate Members are required to access the linkhttps://evoting.kfintech.comand upload a certified copy of the Board resolution authorizing their representative to vote on their behalf. Institutional investors are encouraged to attend and vote at the meeting through VC.
6. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
7. The Register of Members and Share Transfer books will remain closed from Monday, July 18, 2022 to Tuesday, July 19, 2022 (both days inclusive).
8. In line with the MCA and SEBI Circulars, the notice of the 76th AGM along with the Annual Report 2021-22 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2021-22 will also be available on the Company's website at https://www.wipro.com/investors/annual-reports/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively, and on the website of KFin Technologies Limited at https://evoting.kfintech.com.
9. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and

Share Transfer Agent, KFin Technologies Limited, Selenium, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032.

Members may note that the Company has enabled a process for the limited purpose of receiving the Company's annual report and notice for the AGM (including remote e-voting instructions) electronically, and Members may temporarily update their email address by accessing the link https:// www.wipro.com/investors/annual-reports/.

1. The following documents will be available for inspection by the Members electronically during the 76th AGM. Members seeking to inspect such documents can send an email to [e-mail].
2. 1. Certificate from the Practising Company Secretary relating to the Company's Stock Options/Restricted Stock Units Plans under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
   2. Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the Companies Act, 2013.
   3. All such documents referred to in this Notice and the Explanatory Statement.
3. The details of the Director seeking re-appointment at the 76th AGM are provided in Annexure A of this Notice. The Company has received the requisite consents / declarations for the re-appointment under the Companies Act, 2013 and the rules made thereunder.
4. Members who hold shares in dematerialized form and want to provide/change/correct the bank account details should send the same to their concerned Depository Participant and not to the Company. Members are also requested to give the MICR Code of their bank to their Depository Participants. The Company will not entertain any direct request from such Members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank account details. While making payment of dividend, the Registrar and Share Transfer Agent is obliged to use only the data provided by the Depositories, in case of such dematerialized shares.
5. Members who are holding shares in physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to our Registrar and Share Transfer Agent, KFin Technologies Limited (Unit: Wipro Limited), Selenium Tower B, 31- 32, Financial District, Nanakramguda, Gachibowli, Hyderabad - 500 032.
6. Members who are holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or its Registrar and Share Transfer Agent the details of such folios together with the share certificates for consolidating their holding in one folio. The share certificates will be returned to the Members after making requisite changes, thereon. Members are requested to use the share transfer form SH-4 for this purpose.

Notice 2021-22

3

1. In accordance with the proviso to Regulation 40(1) of the Listing Regulations, effective from April 1, 2019, and SEBI notification dated January 24, 2022, transfers of securities of the Company including transmission and transposition requests shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them,eliminate all risks associated with physical holding and participate in corporate actions.
2. Non-residentIndian shareholders are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant, as the case may be:
3. 1. the change in the residential status on return to India for permanent settlement, and
   2. the particulars of the NRE account with a bank in India, if not furnished earlier.
4. Members who wish to claim dividends, which remain unclaimed, are requested to either correspond with the Corporate Secretarial Department at the Company's registered office or the Company's Registrar and Share Transfer Agent (KFin Technologies Limited) for revalidation and encashment before the due dates. The details of such unclaimed dividends are available on the Company's website atwww.wipro.com. Members are requested to note that the dividend remaining unclaimed for a continuous period of seven years from the date of transfer to the Company's Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund ("IEPF"). In addition, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred to the IEPF.
   In the event of transfer of shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF authority by submitting an online application in the prescribed Form IEPF-5 available on the website http://www.iepf.gov.in/and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in Form IEPF-5. Members can file only one consolidated claim in a financial year as per the IEPF Rules.

1. Pursuant to the Rule 5(8) of the Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as on July 14, 2021 (date of last AGM) on its website athttps://www.wipro.com/investors/and also on the website of the MCA.
2. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH-13, prescribed by the Government can be obtained from the Registrar and Share Transfer Agent or the Secretarial Department of the Company at its registered office.
3. SEBI, vide its circulars dated November 3, 2021 and December 14, 2021, has mandated Members holding shares in physical form to submit PAN, KYC and Nomination details in specified forms. Members may accesswww.wipro.com/investors/faqs/for Form ISR-1 to register PAN/email id/bank details/other KYC details, Form ISR-2 to update signature and Form ISR-3 for declaration to opt out. Members may make service requests by submitting a duly filled and signed Form ISR-4, the format of which is available on the Company's website and on the website of the Company's Registrar and Transfer Agents.
4. In case a holder of physical securities fails to furnish PAN, KYC details and Nomination by March 31, 2023, KFin Technologies Limited will be obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the registrar/the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and/or the Prevention of Money Laundering Act, 2002.
5. In case of any queries regarding the Annual Report, the Members may write [e-mail] receive an email response.
6. As the 76th AGM is being held through VC, the route map is not annexed to this Notice.

4 Wipro Limited | Ambitions Realized