The 25th Annual General Meeting (2006)

Non-Mandatory Ballot through the Internet
Infosys' management acknowledges the fact that not all shareholders attend the AGM and even though a proposal may have received the assent of the requisite majority of shareholders present at the AGM, the overall shareholder response to any proposal is not captured or known.

Infosys believes that determining and disclosing the overall shareholder response to the proposals placed before the shareholders in a general meeting is a valuable corporate governance practice. To this end, during the previous three Annual General Meetings (AGMs), the company had made available a non-mandatory ballot through the postal system as a channel for all shareholders to informally express their views on the resolutions tabled before the shareholders in the AGM.

The non-mandatory ballot helps the company assess the general view of the absentee shareholders on the resolutions set out in the Notice.

This year, the company has set up the non-mandatory ballot through the Internet instead of the postal system. The non-mandatory ballot through the Internet is not in substitution of or in addition to your right as a shareholder to vote at the AGM. The non-mandatory ballot through the Internet is not a substitute for the AGM or an alternate method to exercise your voting rights at AGM.

The non-mandatory ballot through the Internet will not have the force of a legally binding vote and will not be construed as a vote at the AGM. The result of the non-mandatory ballot through the Internet will not impact the votes cast at the AGM. For you to validly exercise your vote, you will have to be present in person or by a valid proxy at the AGM.

Please note that regardless of your participation in the non-mandatory ballot through the Internet, you as a shareholder are entitled to attend and vote at the AGM and to appoint a proxy to attend the AGM.

The Company has appointed Mr. Parameshwar Hegde, Practicing Company Secretary, who in the opinion of the Board is a duly qualified person, as the Scrutinizer for the non-mandatory ballot through the Internet. The Scrutinizer will collate all non-mandatory ballots and the results of the same will be disclosed at the AGM proceedings.

The portal will be open for participation from 9.00 a.m. IST on May 25, 2006 through and up to 5.00 p.m. IST on June 7, 2006.

Instructions: How to vote