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SPECIMEN SHAREHOLDERS’ SPECIAL RESOLUTION: Approval of ESOP Scheme – Listed Company

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the consent of the Members be and is hereby accorded to the introduction and implementation of ‘[Company Name] ESOP Scheme – [Year]’ (“Scheme”) for grant of Employee Stock Options to the eligible employees of the Company and its holding / subsidiary / associate companies, whether working in India or outside India.

RESOLVED FURTHER THAT the total number of Options to be granted under the Scheme shall not exceed [●] equity shares of face value ₹[●] each, representing [●]% of the paid-up equity share capital of the Company, on such terms and conditions as set out in the Scheme.

RESOLVED FURTHER THAT each Option granted shall be convertible into one equity share, upon payment of the exercise price as may be determined by the Compensation Committee in accordance with the provisions of Regulation 15 of the SBEB Regulations.

RESOLVED FURTHER THAT the Options granted shall vest not earlier than one year from the date of grant in compliance with Regulation 9 of the SBEB Regulations, except in cases of death or permanent incapacity.

RESOLVED FURTHER THAT the Board / Compensation Committee be and is hereby authorised to:

• vary the terms of the Scheme subject to Regulation 7 of SBEB Regulations

• issue and allot equity shares upon exercise of options

• obtain listing and trading approvals from Stock Exchanges

• take all necessary steps including filing of return of allotment in Form PAS-3

RESOLVED FURTHER THAT the equity shares so issued shall rank pari-passu with the existing equity shares of the Company.