EXL appoints Sarah Williamson to board; shareholders approve 5-for-1 stock split, director removal amendment

the Board expanded its size from seven directors to eight directors, and elected Sarah Williamson to fill the new director position, to serve until her successor is duly elected and qualified or her earlier death, resignation, disqualification or removal.

On and effective as of June 20, 2023, the Board, in accordance with Section 7.7 of the Company’s Fifth Amended and Restated By-laws (the “ Existing By-laws ”), adopted the Sixth Amended and Restated By-laws of ExlService Holdings, Inc. (the “ Sixth Amended and Restated By-laws ”), which reflect the following amendments to the Existing By-laws: (1) to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of the Company’s common stock, in order to align with the stockholder approval of the amendment of a similar provision in the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”) at the Annual Meeting as described in Item 5.07 of this Current Report on Form 8-K below; (2) to adopt an amendment to the Existing By-laws to set the Chancery Court of the State of Delaware (the “ Chancery Court ”), or, alternatively, if the Chancery Court does not have jurisdiction, the Federal Distric

On and effective as of June 21, 2023, following stockholder approval at the Annual Meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of the Company’s common stock (the “ Director Removal Amendment ”).

The final results of the voting were as follows: For Against Abstain Broker Non-Votes Vikram Pandit 29,301,987 443,279 15,041 1,454,101 Rohit Kapoor 29,580,097 165,216 14,994 1,454,101 Andreas Fibig 29,527,285 216,295 16,727 1,454,101 Som Mittal 29,207,294 537,980 15,033 1,454,101 Kristy Pipes 29,576,318 169,605 14,384 1,454,101 Nitin Sahney 27,376,936 2,368,238 15,133 1,454,101 Jaynie Studenmund 29,519,703 225,399 15,205 1,454,101

The final results of the voting were as follows: For Against Abstain 31,047,332 80,196 86,880

Proposal 5 : the approval of an amendment to the Charter to effect a 5-for-1 “forward” stock split

Proposal 3 : the approval, on a non-binding basis, of the compensation of the named executive officers

For Against Abstain Broker Non-Votes 29,621,824 51,415 87,068 1,454,101

Proposal 4 : the approval, on a non-binding advisory basis, of the frequency of future Say-on-Pay Votes.