Amended Statement of Ownership (sc 13g/a)
February 23 2017 - 11:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WIPRO LIMITED
(Name of Issuer)
Equity Shares, par value Rs. 2 per share
(Title of Class of Securities)
97651M109
(CUSIP Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Page 1 of 22
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1.
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Names of
Reporting Persons.
Azim H. Premji
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
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Number of Shares
Beneficially Owned by Each Reporting Person
With:
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5.
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Sole Voting Power
93,405,100
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
93,405,100
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
73.25%
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12.
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Type of Reporting Person (See
Instructions)
IN
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Page 2 of 22
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1.
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Names of
Reporting Persons.
Hasham Traders
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
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Number of Shares
Beneficially Owned by Each Reporting Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
370,956,000
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
370,956,000
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
73.25%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 3 of 22
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1.
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Names of
Reporting Persons.
Prazim Traders
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
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Number of Shares
Beneficially Owned by Each Reporting Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
452,906,791
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
452,906,791
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
73.25%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 4 of 22
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1.
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Names of
Reporting Persons.
Zash Traders
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
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Number of Shares
Beneficially Owned by Each Reporting Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
451,619,790
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
451,619,790
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
73.25%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 5 of 22
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1.
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Names of
Reporting Persons.
Hasham Investment and Trading Co. Pvt Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
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Number of Shares
Beneficially Owned by Each Reporting Person
With:
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5.
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Sole Voting Power
562,998
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
562,998
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
73.25%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 6 of 22
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1.
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Names of
Reporting Persons.
Azim Premji Philanthropic Initiatives Pvt. Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
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Number of Shares
Beneficially Owned by Each Reporting Person
With:
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5.
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Sole Voting Power
10,069,955
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
10,069,955
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☒
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|
11.
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Percent of Class Represented by Amount
in Row (9)
73.25%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 7 of 22
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1.
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Names of
Reporting Persons.
Azim Premji Trust
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
399,065,641
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
399,065,641
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
|
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☒
|
|
11.
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Percent of Class Represented by Amount
in Row (9)
73.25%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 8 of 22
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1.
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Names of
Reporting Persons.
Yasmeen A. Premji
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,062,666
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,062,666
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
|
|
10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☐
|
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
73.25%
|
|
12.
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Type of Reporting Person (See
Instructions)
IN
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Page 9 of 22
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1.
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Names of
Reporting Persons.
Rishad Azim Premji and Azim H. Premji
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Republic of India
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
686,666
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
686,666
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
|
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☐
|
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
73.25%
|
|
12.
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Type of Reporting Person (See
Instructions)
IN
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Page 10 of 22
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1.
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Names of
Reporting Persons.
Tariq Azim Premji and Azim Hasham Premji
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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|
4.
|
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Citizenship or Place of
Organization
Republic of India
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
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5.
|
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Sole Voting Power
0
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6.
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Shared Voting Power
265,000
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
265,000
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,600,607
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|
10.
|
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions): ☐
|
|
11.
|
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Percent of Class Represented by Amount
in Row (9)
73.25%
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12.
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Type of Reporting Person (See
Instructions)
IN
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Page 11 of 22
Item 1.
Wipro Limited
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(b)
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Address of Issuer’s Principal Executive Offices
:
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Doddakannelli
Sarjapur Road
Bangalore,
Karnataka 560035, India
+91-80-2844-0011
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(a)
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Name of Person Filing
:
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Each of the following is hereinafter individually referred to as
a “Reporting Person” and collectively as the “Reporting Persons.” This statement, as attached hereto as Exhibit B, is filed on behalf of:
Azim H. Premji
Hasham Traders
Prazim Traders
Zash Traders
Hasham Investment and Trading Co. Pvt. Ltd.
Azim Premji Philanthropic Initiatives Pvt. Ltd., formerly Azim Premji Foundation (I) Pvt. Ltd.
Azim Premji Trust
Yasmeen A.
Premji
Rishad Azim Premji
Tariq Azim Premji
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(b)
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Address of Principal Business Office or, if none, Residence
:
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Doddakannelli
Sarjapur Road
Bangalore,
Karnataka 560035, India
+91-80-2844-0011
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(c)
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Citizenship of Natural Persons and Corporations
:
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Republic of India
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(d)
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Title of Class
of Securities
:
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Equity Shares, par
value Rs. 2 per share
97651M109
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Item 3.
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If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owed
:
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See Row 9 of each cover page for the amount beneficially
owned by each Reporting Person.
Page 12 of 22
See Row 11 of each cover page for the percentage of class
beneficially owned by each Reporting Person based on 2,430,875,160 equity shares outstanding as of December 31, 2016, as provided by the Issuer.
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(c)
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Number of shares as to which the person has
:
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(i)
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Sole power to vote or to direct the vote:
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See Row 5 of each cover page for each Reporting
Person.
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(ii)
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Shared power to vote or to direct the vote:
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See Row 6 of each cover page for each Reporting
Person.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See Row 7 of each cover page for each
Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See Row 8 of each cover page for each
Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Instruction:
Dissolution of a group requires a response to this item.
Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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By filing this Schedule 13G
as a joint filing in accordance with Rule
13d-1(k)
under the Securities Exchange Act of 1934, as amended (the “Act”), the Reporting Persons are not affirming the existence of a group. In addition,
this Schedule 13G should not be construed to be an admission by any of the Reporting Persons that any of the Reporting Persons is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G
as to which such Reporting Person may be deemed to have shared voting power or shared dispositive power as described in the cover pages of this Schedule 13G and in Exhibit B hereto. A copy of the Agreement Relating to Joint Filing of Schedule 13G is
attached hereto as Exhibit A.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
Not applicable.
Page 13 of 22
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 23, 2017
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AZIM H. PREMJI
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By:
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/s/ Azim H. Premji
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Azim H. Premji
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HASHAM TRADERS
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By:
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/s/ Azim H. Premji
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Name:
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Azim H. Premji
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Title:
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Partner
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PRAZIM TRADERS
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By:
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/s/ Azim H. Premji
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Name:
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Azim H. Premji
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Title:
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Partner
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ZASH TRADERS
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By:
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/s/ Azim H. Premji
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Name:
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Azim H. Premji
|
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Title:
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Partner
|
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HASHAM INVESTMENT AND TRADING CO. PVT. LTD.
|
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By:
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/s/ Azim H. Premji
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Name:
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Azim H. Premji
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Title:
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Director
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Page 14 of 22
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 23, 2017
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AZIM PREMJI PHILANTHROPIC INITIATIVES PVT. LTD.
|
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By:
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/s/ Azim H. Premji
|
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Name:
|
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Azim Premji
|
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Title:
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Director
|
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AZIM PREMJI TRUST
|
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By:
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/s/ Azim H. Premji
|
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Name:
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Azim H. Premji
|
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Title:
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Director of Azim Premji Trustee Co. Pvt. Ltd., Trustee
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Page 15 of 22
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 23, 2017
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YASMEEN A. PREMJI
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By:
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/s/ Yasmeen A. Premji
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Yasmeen A. Premji
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RISHAD AZIM PREMJI AND AZIM H. PREMJI
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By:
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/s/ Rishad Azim Premji
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Rishad Azim Premji
|
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|
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By:
|
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/s/ Azim H. Premji
|
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|
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Azim H. Premji
|
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TARIQ AZIM PREMJI AND AZIM HASHAM PREMJI
|
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By:
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/s/ Tariq Azim Premji
|
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Tariq Azim Premji
|
|
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By:
|
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/s/ Azim H. Premji
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Azim H. Premji
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Page 16 of 22
Exhibit Index
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Exhibit
|
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Found on Sequentially
Numbered Page
|
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Exhibit A: Agreement of Joint Filing
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18
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Exhibit B: Reporting Person Relationships
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21
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Page 17 of 22
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