Exhibit 99.2
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Part of the Deutsche Bank Group)
MAY 08, 2003
DEPOSITARY RECEIPTS
DEPOSITARY'S NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF INFOSYS
TECHNOLOGIES LTD.
Issue: INFOSYS TECHNOLOGIES LTD. / CUSIP 456788108
Country: INDIA
Meeting Details: ANNUAL GENERAL MEETING OF SHAREHOLDERS SATURDAY, JUNE 14, 2003, AT 3:00
P.M. AT J. N. TATA AUDITORIUM, NATIONAL SCIENCE SEMINAR COMPLEX, INDIAN
INSTITUTE OF SCIENCE, BANGALORE 560 012
Meeting Agenda: THE COMPANY'S NOTICE OF MEETING INCLUDING THE AGENDA IS ATTACHED
Voting Deadline: ON OR BEFORE JUNE 10, 2003 AT 5:00PM (NEW YORK CITY TIME)
ADR Record Date: MAY 08, 2003
Ordinary:ADR ratio: 1 ORDINARY SHARE : 2 ADR
In accordance with Section 4.07 of the Deposit Agreement (the "Deposit
Agreement") between Infosys Technologies Ltd ("the Company") and Deutsche Bank
Trust Company Americas (formerly Bankers Trust Company) as Depositary ("the
Depositary"), Holders of Infosys Technologies Ltd. American Depositary Shares
(ADSs) are hereby notified of the Company's Extraordinary General Meeting. A
copy of the Notice of Meeting from the Company, which includes the agenda for
such Meeting, is enclosed.
Holders of Infosys ADSs at the close of business of the above-specified record
will be entitled, subject to any applicable provision of Indian law, of the
Deposited Securities or of the Memorandum and Articles of Association of the
Company, to instruct the Depositary as to the exercise of the voting rights, if
any, pertaining to the amount of Shares or other Deposited Securities
represented by their respective American Depositary Shares. Upon receipt of the
enclosed Voting Instruction Form, duly signed, by the above-stated deadline, the
Depositary shall notify such voting instruction to the Chairman of the Company,
or such other director that the Chairman may designate, and appoint the Chairman
or that other person designated by the Chairman as representative of the
Depositary and the Registered Holders to attend such meeting and vote the
Deposited Securities in the direction so instructed by such Registered Holder.
(Beneficial owners of ADSs who hold their ADSs through and received materials
from a bank or broker nominee should complete a voting instruction in accordance
with the instructions from that bank or broker nominee).
If the Depositary does not receive instructions from a Registered Holder, such
Registered Holder may under certain circumstances be deemed to have instructed
the Depositary to give a discretionary proxy to a person designated by the
Company to vote such Deposited Securities.
Upon the written request of a Registered Holder on such record date, received on
or before the date established by the Depositary for such purpose, the
Depositary shall endeavor insofar as is practicable and permitted under the
applicable provisions of law and of the Memorandum and Articles of Association
governing Deposited Securities of the Company to vote or cause to be voted the
amount of Deposited Securities represented by such American Depositary Shares
evidenced by such Receipt in accordance with the instructions set forth in such
request.
For the purposes of Section 4.07 of the Deposit Agreement, in the event that the
Depositary receives express instructions from Registered Holders to demand a
poll with respect to any matter to be voted on by Holders, the Depositary may
notify the Chairman or a person designated by the Chairman of such instructions
and request the Chairman or such designee to demand a poll with respect to such
matters and the Company agrees that the Chairman or such designee will make
their reasonable best efforts to demand a poll at the meeting at which such
matters are to be voted on and to vote such Shares in accordance with
such Registered Holder's instructions; provided, however, that prior to any
demand of a poll or request to demand poll by the Depositary upon the terms set
forth herein, the Company shall, at its expense, deliver to the Depositary an
opinion of Indian counsel, reasonably satisfactory to the Depositary, stating
that such action is in conformity with all applicable laws and regulations and
that the demand for a poll by the Depositary or a person designated by the
Depositary will not expose the Depositary to any liability to any person. The
Depositary shall not have any obligation to demand a poll or request the demand
of a poll if the Company shall not have delivered to the Depositary the local
counsel Opinion set forth in this paragraph.
Under Indian law voting of Shares is by show of hands unless a poll is demanded
by a member or members present in person or by proxy holding at least one-tenth
of the total Shares entitled to vote on the resolution or by those holding paid
up capital of at least Rs. 50,000. A proxy may not vote except in a poll.
The Depositary agrees not to, and shall ensure that the Custodian and each of
their nominees does not, vote, attempt to exercise the right to vote, or in any
way make use of, for purposes of establishing a quorum or otherwise, the Shares
or other Deposited Securities represented by the American Depositary Shares
evidenced by a Receipt other than in accordance with such instructions from the
Registered Holder, or as provided below. The Depositary may not itself exercise
any voting discretion over any Shares. If the Depositary does not receive
instructions from any Registered Holder with respect to any of the Deposited
Securities represented by the American Depositary Shares evidenced by such
Registered Holder's Receipts on or before the date established by the Depositary
for such purpose, such Registered Holder shall be deemed, and the Depositary
shall deem such Registered Holder, to have instructed the Depositary to give
discretionary proxy to a person designated by the Company to vote such Deposited
Securities; provided that (x) no such discretionary proxy shall be given with
respect to any matter as to which the Company informs the Depositary (and the
Company agrees to provide such information as promptly as practicable in
writing) that (i) the Company does not wish such proxy given, (ii) substantial
opposition exists or (iii) the rights of the holders of Shares will be adversely
affected and (y) the Depositary shall not have any obligation to give such
discretionary proxy to a person designated by the Company if the Company shall
not have delivered to the Depositary the local counsel opinion and
representation letter set forth in the next paragraph.
Prior to each request for a discretionary proxy upon the terms set forth herein,
the Company shall, at its own expense, deliver to the Depositary (aa) an opinion
of Indian counsel, reasonably satisfactory to the Depositary, stating that such
action is in conformity with all applicable laws and regulations (bb) a
representation and indemnity letter from the Company (executed by a senior
officer of the Company) which (i) designates the person to whom any
discretionary proxy should be given, (ii) confirms that the Company wishes such
discretionary proxy to be given and (iii) certifies that the Company has not and
shall not request the discretionary proxy to be given as to any matter as to
which substantial opposition exists or which may adversely affect the rights of
holders of Shares.
Shares which have been withdrawn from the depositary facility and transferred on
the Company's Register of Members to a person other than the Depositary or its
nominee may be voted by such persons. However, Registered Holders who wish to
withdraw Shares to vote at a shareholders meeting may not receive sufficient
advance notice of shareholders meetings to enable them to make such withdrawal
of the Shares in time to vote at the meeting. In addition once withdrawn from
the depositary facility, Shares may not be redeposited.
For more information, contact:
Paul Martin
Bankers Trust Company
212 250 5065
212 250 5644 (fax)