Infosys Limited · NSE:INFY
Infosys — Infosys Technologies — Shareholder Meeting (December 2004)
15 slides from Infosys's shareholder meeting presentation, December 2004
Slide 1: Extraordinary General Meeting
Infosys Technologies Limited Extraordinary General Meeting
Slide 2: Presentation intended only for Indian equity shareholders
Extraordinary General Meeting THIS PRESENTATION IS INTENDED ONLY FOR INDIAN EQUITY SHAREHOLDERS OF INFOSYS TECHNOLOGIES LIMITED AND NOT THE PUBLIC AT LARGE © Infosys Technologies Limited 2004-2005 2
Slide 3: Sponsored Secondary ADR Program
Sponsored Secondary ADR Program © Infosys Technologies Limited 2004-2005
Slide 4: What it means?
Extraordinary General Meeting What it means? » Conversion of existing domestic equity shares into ADRs » Allows shareholders in India to convert and sell their equity shares in the US market and realize the proceeds, net of issue expenses » There will be no additional issue of any equity shares by t
Slide 5: Our earlier sponsored secondary ADR program
Extraordinary General Meeting Our earlier sponsored secondary ADR program » Announced in December 2002 and concluded in July 2003 » The program was for 12 mn equity shares (equivalent to 12 mn ADRs) * » The ADRs were priced at US$ 49/ADR on July 31, 2003 » Gross proceeds from the issue was US$ 294 m
Slide 6: Board approval
Extraordinary General Meeting Board approval The Board met on November 8, 2004 and approved the following: » Sponsorship of an secondary ADR issue up to 16mn shares (equivalent to 16 mn ADRs) » Formation of Board committee to enable the sponsored program » That the pricing will be determined by the
Slide 7: Appointment of investment banks
Extraordinary General Meeting Appointment of investment banks Global Book Runners » Citigroup » Deutsche Bank Securities » Goldman Sachs (Asia) L.L.C. » UBS Investment Bank Co-managers » ABN AMRO » Bank of America Securities LLC » Nomura International The sponsored ADR program may include a POWL iss
Slide 8: Government of India approvals
Extraordinary General Meeting Government of India approvals » We applied to the FIPB on November 29, 2004 and are awaiting their approval » No other approvals are required for this sponsored program, in India © Infosys Technologies Limited 2004-2005 8
Slide 9: Shareholders approval
Extraordinary General Meeting Shareholders approval » As per the operative guidelines issued by the RBI, the sponsorship of ADRs requires the approval of the shareholders » The Board met on November 8, 2004 to convene the EGM on December 18, 2004. » The necessary resolutions are before the sharehold
Slide 10: The process from here…
Extraordinary General Meeting The process from here… » File offer documents with SEC » Get comments from the SEC, if any and complete the Registration Statement filing and process » Create an escrow mechanism for shareholders to deposit their shares in India » Send the letter of invitation to all th
Slide 11: …The process from here
Extraordinary General Meeting …The process from here » Road show to market the ADRs » Price the ADRs » Eligibility is pro-rata to the holdings of the shareholders » Excess shares offered in the escrow account will be returned to the shareholders » The proceeds are repatriated to India and will be di
Slide 12: Current regulations in India…
Extraordinary General Meeting Current regulations in India… RBI » As per the current regulations of RBI, shareholders who participate in the secondary program can retain the proceeds in foreign currency accounts in India © Infosys Technologies Limited 2004-2005 12
Slide 13: …Current regulations in India.. Income Tax
Extraordinary General Meeting …Current regulations in India.. Income Tax » Equity shares which are settled on a recognized stock exchange in India are entitled to preferential capital gains tax rates of 0% for long- term capital gains and 10% for short-term capital gains plus applicable surcharge. H
Slide 14: Registration Statement notice
Extraordinary General Meeting A Registration Statement relating to these securities will be filed with the Securities and Exchange Commission. These securities may not be sold nor offers to buy be accepted prior to the time the Registration Statement becomes effective. This communication shall not c
Slide 15: Thank You
Thank You © Infosys Technologies Limited 2004-2005
Infosys Technologies — Shareholder Meeting (December 2004) on 6ix