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<SEC-DOCUMENT>0001309014-09-000021.txt : 20090112
<SEC-HEADER>0001309014-09-000021.hdr.sgml : 20090112
<ACCEPTANCE-DATETIME>20090112130859
ACCESSION NUMBER:		0001309014-09-000021
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20090112
FILED AS OF DATE:		20090112
DATE AS OF CHANGE:		20090112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WNS (HOLDINGS) LTD
		CENTRAL INDEX KEY:			0001356570
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				330996780
		STATE OF INCORPORATION:			XX
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32945
		FILM NUMBER:		09521181

	BUSINESS ADDRESS:	
		STREET 1:		GATE 4, GODREJ & BOYCE COMPLEX
		STREET 2:		PIROJSHANAGAR, VIKHROLI (W)
		CITY:			MUMBAI
		STATE:			K7
		ZIP:			400 079
		BUSINESS PHONE:		91-22-55976100

	MAIL ADDRESS:	
		STREET 1:		GATE 4, GODREJ & BOYCE COMPLEX
		STREET 2:		PIROJSHANAGAR, VIKHROLI (W)
		CITY:			MUMBAI
		STATE:			K7
		ZIP:			400 079
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>htm_3596.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE>
WNS (Holdings) Limited&nbsp;-&nbsp;Form&nbsp;6-K
</TITLE>
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<BODY bgcolor=white text=black>
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<A NAME="DOCUMENT_TOP">&nbsp;</A>
<P align="center">
<FONT size="+1"><B>
UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B>
</P>

<P>
<CENTER>
<FONT SIZE="+2" FACE="Arial"><B>Form 6-K</B></FONT><BR>

</CENTER>
</P>

<P>
<CENTER>
<FONT size="+1">
REPORT OF FOREIGN PRIVATE ISSUER<BR>PURSUANT TO RULE 13a-16 OR 15d-16<BR>UNDER THE SECURITIES EXCHANGE ACT OF 1934
</FONT>
</CENTER>
</P>
<P>
<CENTER>
January 12, 2009
</CENTER>
</P>
<P>
<CENTER>
Commission File Number: 001-32945
</CENTER>
</P>
<!-- End Cover Page Header -->
<!-- Cover Page Registrant -->
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="CENTER" WIDTH="100%" COLSPAN="5">
	<FONT SIZE="+2"><B>WNS (Holdings) Limited</B></FONT><BR>
	<FONT SIZE="-7">&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;</FONT>
    </TD>
  </TR>
  <TR>
    <TD VALIGN="CENTER" ALIGN="CENTER" WIDTH="100%" COLSPAN="5">
	<FONT SIZE="-1">(Translation of registrant&#146;s name into English)</FONT>
    </TD>
  </TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="CENTER" WIDTH="100%" COLSPAN="5">
	&nbsp;
    </TD>
  </TR>
<TR><TD VALIGN="BOTTOM" ALIGN="CENTER" WIDTH="100%" COLSPAN="5"><FONT FACE="Courier" SIZE="+0">Jersey, Channel Islands</FONT><BR><FONT SIZE="-7">&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;</FONT></TD></TR><TR><TD VALIGN="CENTER" ALIGN="CENTER" WIDTH="100%" COLSPAN="5"><FONT SIZE="-1">(Jurisdiction of incorporation or organization)</FONT></TD></TR><TR><TD VALIGN="BOTTOM" ALIGN="CENTER" WIDTH="100%" COLSPAN="5">&nbsp;</TD></TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="CENTER" WIDTH="100%" COLSPAN="5">
      <FONT FACE="Courier" SIZE="+0">Gate 4, Godrej & Boyce Complex<br>Pirojshanagar, Vikhroli (W)<br>Mumbai 400 079, India<br>+91-22-6797-6100<br></FONT>
    </TD>
  </TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="CENTER" WIDTH="100%" COLSPAN="5">
        <FONT SIZE="-7">&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;</FONT><BR>
	    <FONT SIZE="-1">(Address of principal executive office)</FONT>
    </TD>
  </TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="CENTER" WIDTH="100%" COLSPAN="5">
	&nbsp;
    </TD>
  </TR>
</TABLE>
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<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
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	Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:&nbsp;&nbsp;[<FONT FACE="Courier">x</FONT>]&nbsp;Form 20-F&nbsp;&nbsp;&nbsp;&nbsp;[<FONT FACE="Courier">&nbsp;</FONT>]&nbsp;Form 40-F
    </TD>
  </TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" COLSPAN="5" WIDTH="100%">
        &nbsp;
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" COLSPAN="5" WIDTH="100%">
        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):&nbsp;&nbsp;[<FONT FACE="Courier">&nbsp;</FONT>]
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" COLSPAN="5" WIDTH="100%">
        &nbsp;
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" COLSPAN="5" WIDTH="100%">
        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):&nbsp;&nbsp;[<FONT FACE="Courier">&nbsp;</FONT>]
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" COLSPAN="5" WIDTH="100%">
        &nbsp;
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" COLSPAN="5" WIDTH="100%">
        Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:&nbsp;&nbsp;[<FONT FACE="Courier">&nbsp;</FONT>]&nbsp;Yes&nbsp;&nbsp;&nbsp;&nbsp;[<FONT FACE="Courier">x</FONT>]&nbsp;No
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" COLSPAN="5" WIDTH="100%">
        &nbsp;
    </TD>
  </TR>
</TABLE>

<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="100%">
        If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):&nbsp;&nbsp;&nbsp;<FONT FACE="Courier"><U>&nbsp;n/a&nbsp;</U></FONT>
    </TD>
  </TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="100%">
        &nbsp;
    </TD>
  </TR>
</TABLE>
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<FONT SIZE="3">
<PRE>
Other Events

On January 9, 2009, WNS (Holdings) Limited (the &#8220;Company&#8221;) issued a press
release announcing details of its extra - ordinary general meeting (&#8220;EGM&#8221;) to be
held at 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel House on Friday,
February 13, 2009 at 3 p.m. and will distribute to its shareholders the EGM
Notice, Proxy Statement and Form of Proxy, copies of these documents are
attached hereto as Exhibit 99.1, 99.2, 99.3 and 99.4. Copies of the Depository
Notice and Voting Card to holders of American Depository Shares (&#8220;ADS&#8221;) are
attached hereto as Exhibit 99.5 and 99.6 respectively.


Exhibits

99.1  Press release of the Company, dated January 9, 2009.

99.2  The Company&#8217;s notice of extra-ordinary general meeting to ordinary
shareholders, dated January 12, 2009.

99.3  The Company&#8217;s proxy statement for the extra-ordinary general meeting of
ordinary shareholders to be held on February 13, 2009.

99.4  Form of proxy for use by ordinary shareholders.

99.5  Depositary&#8217;s notice of extra-ordinary general meeting to holders of ADSs,
dated January 12, 2009.

99.6  Voting card for use by ADS holders.

</PRE>
</FONT>
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<!-- Signatures Page Header -->
<FONT SIZE="+1">
<CENTER>
<B>SIGNATURES</B>
</CENTER>
</FONT>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="100%">
       &nbsp;
    </TD>
  </TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="100%">
       Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
    </TD>
  </TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="100%">
       &nbsp;
    </TD>
  </TR>
</TABLE>
<!-- End Signatures Page Header -->
<!-- Signatures Page Details -->
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="40%">
       &nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="4%%">
       &nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="56%">
       WNS (Holdings) Limited
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="40%">
       &nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="4%%">
       &nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="56%">
       &nbsp;
    </TD>
  </TR>

  <TR>
    <TD VALIGN="TOP" ALIGN="LEFT" WIDTH="40%">
       Date: January 12, 2009
    </TD>
    <TD VALIGN="TOP" ALIGN="LEFT" WIDTH="4%%">
       By:
    </TD>
    <TD VALIGN="TOP" ALIGN="LEFT" WIDTH="56%">
       Alok Misra<BR><HR WIDTH="30%" NOSHADE>
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="40%">
       &nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="4%%">
       Name:&nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="56%">
       Alok Misra
    </TD>
  </TR>

  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="40%">
       &nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="4%%">
       Title:
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="56%">
       Chief Financial Officer
    </TD>
  </TR>
  <TR>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="40%">
       &nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="4%%">
       &nbsp;
    </TD>
    <TD VALIGN="BOTTOM" ALIGN="LEFT" WIDTH="56%">
       &nbsp;
    </TD>
  </TR>
</TABLE>
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<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<!-- End HR Page Break --><!-- Exhibit Index Header Page -->
<CENTER>
<FONT SIZE="+1"><B>
EXHIBIT&nbsp;INDEX
</B></FONT>
</CENTER>
<BR>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
  <TR VALIGN="BOTTOM">
    <TD NOWRAP ALIGN="LEFT" WIDTH="8%">
      <FONT SIZE="-1"><B>Exhibit No.</B></FONT>
    </TD>
    <TD WIDTH="15%">
      &nbsp;
    </TD>
    <TD NOWRAP ALIGN="LEFT" WIDTH="77%">
      <FONT SIZE="-1"><B>Description</B></FONT>
    </TD>
  </TR>
  <TR VALIGN="BOTTOM">
    <TD NOWRAP ALIGN="CENTER" WIDTH="8%">
      <HR SIZE="1" NOSHADE>
    </TD>
    <TD WIDTH="15%">
      &nbsp;
    </TD>
    <TD NOWRAP ALIGN="CENTER" WIDTH="77%">
      <HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
    </TD>
  </TR>
<!-- Exhibit Index Header Page -->
<!-- Exhibit Index Item -->
  <TR VALIGN="BOTTOM">
    <TD VALIGN="TOP" WIDTH="8%" nowrap>
      <FONT SIZE="-1">99.1<FONT>
    </TD>
    <TD WIDTH="15%">
       &nbsp;
    </TD>
    <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
      <FONT SIZE="2">Press Release</FONT>
    </TD>
  </TR>
<!-- End Exhibit Index Item -->
<!-- Exhibit Index Item -->
  <TR VALIGN="BOTTOM">
    <TD VALIGN="TOP" WIDTH="8%" nowrap>
      <FONT SIZE="-1">99.2<FONT>
    </TD>
    <TD WIDTH="15%">
       &nbsp;
    </TD>
    <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
      <FONT SIZE="2">Notice of EGM</FONT>
    </TD>
  </TR>
<!-- End Exhibit Index Item -->
<!-- Exhibit Index Item -->
  <TR VALIGN="BOTTOM">
    <TD VALIGN="TOP" WIDTH="8%" nowrap>
      <FONT SIZE="-1">99.3<FONT>
    </TD>
    <TD WIDTH="15%">
       &nbsp;
    </TD>
    <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
      <FONT SIZE="2">Proxy statement</FONT>
    </TD>
  </TR>
<!-- End Exhibit Index Item -->
<!-- Exhibit Index Item -->
  <TR VALIGN="BOTTOM">
    <TD VALIGN="TOP" WIDTH="8%" nowrap>
      <FONT SIZE="-1">99.4<FONT>
    </TD>
    <TD WIDTH="15%">
       &nbsp;
    </TD>
    <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
      <FONT SIZE="2">Form of Proxy</FONT>
    </TD>
  </TR>
<!-- End Exhibit Index Item -->
<!-- Exhibit Index Item -->
  <TR VALIGN="BOTTOM">
    <TD VALIGN="TOP" WIDTH="8%" nowrap>
      <FONT SIZE="-1">99.5<FONT>
    </TD>
    <TD WIDTH="15%">
       &nbsp;
    </TD>
    <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
      <FONT SIZE="2">Depository Notice</FONT>
    </TD>
  </TR>
<!-- End Exhibit Index Item -->
<!-- Exhibit Index Item -->
  <TR VALIGN="BOTTOM">
    <TD VALIGN="TOP" WIDTH="8%" nowrap>
      <FONT SIZE="-1">99.6<FONT>
    </TD>
    <TD WIDTH="15%">
       &nbsp;
    </TD>
    <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
      <FONT SIZE="2">Voting Card</FONT>
    </TD>
  </TR>
<!-- End Exhibit Index Item -->
<!-- ExhibitIndexFooter -->
  <TR VALIGN="BOTTOM">
    <TD VALIGN="TOP" WIDTH="8%" nowrap>
      &nbsp;
    </TD>
    <TD WIDTH="15%">
       &nbsp;
    </TD>
    <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
      &nbsp;
    </TD>
  </TR>
</TABLE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-99.1
<TEXT>
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<HEAD>
<TITLE>
Exhibit&nbsp;&nbsp;EX-99.1
</TITLE>
</HEAD>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>Exhibit&nbsp;99.1</B></FONT>



<P align="center" style="font-size: 11pt"><FONT style="font-size: 12pt"><B>WNS (HOLDINGS)&nbsp;LIMITED ANNOUNCES<BR>
DETAILS OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS</B></FONT>



<P align="left" style="font-size: 12pt"><B>MUMBAI, India and NEW YORK (January&nbsp;9, 2009) &#151; </B>WNS (Holdings) Limited (NYSE: WNS), a leading
provider of global business process outsourcing (BPO)&nbsp;services, announced that it will hold an
extraordinary general meeting of shareholders on Friday, February&nbsp;13, 2009, beginning at 3:00 pm,
GMT, at 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands.


<P align="left" style="font-size: 12pt">The Company will distribute the notice of extraordinary general meeting, proxy statement and ADR
voting card on or about January&nbsp;12, 2009, allowing shareholders to vote on the Amended and Restated
2006 Incentive Award Plan.


<P align="left" style="font-size: 12pt">The notice of the extraordinary general meeting, proxy statement and ADR voting card are available
on the investor relations page of the Company&#146;s corporate website,<U> www.wns.com</U>.
Shareholders may also obtain a copy of the materials, free of charge, by sending a written request
to our registered office or by sending an e-mail to <U>ssd@capitaregistrars.com</U>, attention
Michele Ivory


<P align="left" style="font-size: 12pt"><B>About WNS</B>


<P align="left" style="font-size: 12pt">WNS is a leading global business process outsourcing company. Deep industry and business process
knowledge, a partnership approach, comprehensive service offering and a proven track record enable
WNS to deliver business value to some of the leading companies in the world. WNS is passionate
about building a market-leading company valued by our clients, employees, business partners,
investors and communities. For more information, visit <U>www.wns.com</U>.


<P align="left" style="font-size: 12pt">The company&#146;s ADSs are listed on the New York Stock Exchange. For more information, please visit
<U>www.wns.com</U>.


<P align="left" style="font-size: 12pt"><B>Investors:</B>
<BR>
Alan Katz
<BR>
Vice President, Investor Relations
<BR>
WNS (Holdings) Limited
<BR>
&#043;1 212 599 6960
<BR>
ir@wnsgs.com


<P align="left" style="font-size: 12pt"><B>Media:</B>
<BR>
Thomas Rozycki
<BR>
CJP Communications
<BR>
&#043;1 212 279 3115
<BR>
trozycki@cjpcom.com



<P align="center" style="font-size: 10pt; display: none">


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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>exhibit2.htm
<DESCRIPTION>EX-99.2
<TEXT>
<!-- ExhibitContentHeader Page -->
<HTML>
<HEAD>
<TITLE>
Exhibit&nbsp;&nbsp;EX-99.2
</TITLE>
</HEAD>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;99.2</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-size: 11pt"><B>WNS (HOLDINGS)&nbsp;LIMITED</B></FONT>



<P align="center" style="font-size: 11pt"><FONT style="font-size: 12pt"><B>NOTICE OF EXTRAORDINARY GENERAL MEETING<BR>
To be Held on February&nbsp;13, 2009</B></FONT>



<P align="left" style="font-size: 12pt"><FONT style="font-size: 11pt">To our Shareholders:
</FONT>

<P align="left" style="font-size: 11pt"><B>NOTICE IS HEREBY GIVEN </B>that an extraordinary general meeting (the &#147;Extraordinary General Meeting&#148;)
of the shareholders of WNS (Holdings) Limited, a company incorporated in Jersey, Channel Islands
(the &#147;Company&#148;), will be held at our registered office at 12 Castle Street, St Helier, Jersey JE2
3RT, Channel Islands on Friday</FONT><FONT style="font-size: 12pt">, February&nbsp;13, 2009 </FONT><FONT style="font-size: 11pt">at 3.00 p.m. for the purpose of
considering the following special business, as more fully described in the Proxy Statement
accompanying this notice, and if thought fit adopting the following resolution:
</FONT>

<P align="left" style="font-size: 11pt"><B>SPECIAL BUSINESS</B>


<P align="left" style="font-size: 11pt">The following resolution will be proposed as an <B>ordinary resolution</B>:


<P align="left" style="font-size: 11pt"><B>Resolution 1 (To approve the Company&#146;s Amended and Restated 2006 Incentive Award Plan)</B>


<P align="left" style="font-size: 11pt">IT WAS RESOLVED THAT, subject to the consent of the Jersey Financial Services Commission being
given, the WNS (Holdings) Limited&#146;s Amended and Restated 2006 Incentive Award Plan, which is
substantially as set out in Appendix&nbsp;A to the accompanying Proxy Statement, be approved and
adopted.

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="74%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="21%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DATED: JANUARY 12, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Registered Office</B>:</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">BY ORDER OF THE BOARD<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.................................................<BR>
<B>Capita Secretaries Limited</B><BR>
Company Secretary
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">12 Castle Street<BR>
St. Helier<BR>
Jersey JE2 3RT<BR>
Channel Islands</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 11pt"><B>NOTES</B>:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Board of Directors has fixed the close of business on January&nbsp;12, 2009 as the record date
for determining those holders of our ordinary shares (collectively, our &#147;Shareholders&#148;) who
will be entitled to receive copies of this Notice of Extraordinary General Meeting, and the
accompanying Proxy Statement and Form of Proxy.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A Shareholder is a person whose name appears on our Register of Members as a holder of our
ordinary shares.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A Shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to
appoint a proxy or proxies to attend the Extraordinary General Meeting and, on a poll, to vote
on his behalf. A proxy need not be a Shareholder. A Form of Proxy, which should be completed
in accordance with the instructions printed thereon, is enclosed with this document. The
appointment of a proxy will not prevent a Shareholder from subsequently attending and voting
at the Extraordinary General Meeting in person.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To be valid, the instrument appointing a proxy or proxies, and any power of attorney or other
authority (e.g. board minutes) under which it is signed (or a notarially certified copy of any
such power or authority), must be deposited at the registered office of the Company (care of
Capita Secretaries Limited) at 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands
(attention: Michele Ivory) not less than 48 hours before the time appointed for the holding
of the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at
which the proxy proposes to vote.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A proxy may be revoked by: (i)&nbsp;giving the Company notice in writing deposited at the
Company&#146;s registered office (care of Capita Secretaries Limited) at 12 Castle Street, St
Helier, Jersey JE2 3RT, Channel Islands (attention: Michele Ivory) before the commencement of
the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at
which the proxy proposes to vote; (ii)&nbsp;depositing a new Form of Proxy at the Company&#146;s
registered office before the commencement of the Extraordinary General Meeting or any
adjournment thereof or for the taking of a poll at which the proxy proposes to vote (although
it should be noted that the new Form of Proxy will only be a valid proxy, as opposed to being
capable of revoking an earlier Form of Proxy, if deposited not less than 48 hours before the
time appointed for the Extraordinary General Meeting or any adjournment thereof or for the
taking of a poll at which the proxy proposes to vote); or (iii)&nbsp;attending in person and voting
on a poll.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If the Extraordinary General Meeting is adjourned for lack of a quorum, the adjourned meeting
will be held on Friday, February&nbsp;20, <FONT style="font-size: 12pt">2009 </FONT><FONT style="font-size: 11pt">at 3.00 p.m. at the Company&#146;s registered
office located at 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands. Under the
Company&#146;s Articles of Association, the quorum for the holding of general meetings is not less
than two Shareholders entitled to attend and vote on the business to be transacted present in
person or by proxy and holding ordinary shares conferring not less than one-third of the total
voting rights of all Shareholders entitled to vote at the general meeting.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>7.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Explanatory notes to the resolution to be proposed at the Extraordinary General Meeting are
contained in the Proxy Statement which accompanies this Notice of Extraordinary General
Meeting.</B></TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">


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Exhibit&nbsp;&nbsp;EX-99.3
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>WNS (HOLDINGS)&nbsp;LIMITED</B></FONT>



<P align="center" style="font-size: 11pt"><B>PROXY STATEMENT</B>



<P align="center" style="font-size: 11pt"><B>EXTRAORDINARY GENERAL MEETING</B>



<P align="center" style="font-size: 11pt"><B>To be Held on February&nbsp;13, 2009</B>



<P align="left" style="font-size: 11pt">This Proxy Statement is furnished in connection with the solicitation by the Board of Directors
(the &#147;Board&#148; or the &#147;Board of Directors&#148;) of WNS (Holdings) Limited, a company incorporated in
Jersey, Channel Islands (the &#147;Company&#148; or &#147;WNS&#148;), of proxies for voting at the Company&#146;s
Extraordinary General Meeting of Shareholders (the &#147;Extraordinary General Meeting&#148;) to be held on
Friday, February&nbsp;13, 2009, at 3.00 p.m., at the registered office of the Company located at 12
Castle Street, St Helier, Jersey JE2 3RT, Channel Islands, or any adjournments thereof, for the
purposes summarized in the accompanying Notice of Extraordinary General Meeting and described in
more detail in this Proxy Statement.


<P align="left" style="font-size: 11pt"><B>Shareholders Entitled to Notice of and to Vote at the Extraordinary General Meeting</B>


<P align="left" style="font-size: 11pt">The Board has fixed the close of business on January&nbsp;12, 2009 as the date for determining those
holders of ordinary shares (collectively, the &#147;Shareholders&#148;) who will be entitled to notice of and
to vote at the Extraordinary General Meeting. Copies of the Notice of Extraordinary General
Meeting, this Proxy Statement, the accompanying Form of Proxy appointing a proxy or proxies, were
first mailed to Shareholders on or about January&nbsp;13, 2009. Shareholders are advised to read this
Proxy Statement carefully prior to returning their Form of Proxy.


<P align="left" style="font-size: 11pt">A Shareholder is a person whose name appears on our Register of Members as a holder of our ordinary
shares.


<P align="left" style="font-size: 11pt">At the close of business on November&nbsp;30, 2008, there were 42,573,903 ordinary shares issued and
outstanding.


<P align="left" style="font-size: 11pt"><B>Quorum</B>


<P align="left" style="font-size: 11pt">No business may be transacted at any general meeting unless a quorum of Shareholders entitled to
vote at the meeting is present. Pursuant to the Articles of Association of the Company, the quorum
for the holding of general meetings is not less than two Shareholders entitled to attend and vote
on the business to be transacted present in person or by proxy holding ordinary shares conferring
not less than one-third of the total voting rights of all Shareholders entitled to vote at the
general meeting. If a quorum is not present, the Extraordinary General Meeting will be adjourned to
Friday February&nbsp;20, 2009 at 3.00 p.m. at the registered office of the Company located at 12 Castle
Street, St Helier, Jersey JE2 3RT, Channel Islands.


<P align="left" style="font-size: 11pt"><B>Proxies</B>


<P align="left" style="font-size: 11pt">To be valid, the instrument appointing a proxy or proxies, and any power of attorney or other
authority (e.g. board minutes) under which it is signed (or a notarially certified copy of any such
power or authority), must be deposited at the registered office of the Company at 12 Castle Street,
St Helier, Jersey JE2 3RT, Channel Islands not less than 48 hours before the time appointed for the
holding of the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll
at which the proxy proposes to vote. A proxy need not be a Shareholder. Shareholders may appoint
any member of the Board or any other person as their proxy. The appointment of a proxy will not
prevent a Shareholder from subsequently attending and voting at the meeting in person.


<P align="left" style="font-size: 11pt">A Shareholder may appoint more than one person to act as his proxy and each such person shall act
as proxy for the Shareholder for the number of ordinary shares specified in the instrument
appointing the person as proxy. If a Shareholder appoints more than one person to act as his proxy,
each instrument appointing a proxy shall specify the number of ordinary shares held by the
Shareholder for which the relevant person is appointed his proxy. Each duly appointed proxy has the
same rights as the Shareholder by whom he was appointed to speak at a meeting and vote at a meeting
in respect of the number of ordinary shares held by the Shareholder for which he was appointed as
proxy.


<P align="left" style="font-size: 11pt">A proxy may be revoked by: (i)&nbsp;giving the Company notice in writing deposited at the Company&#146;s
registered office (care of Capita Secretaries Limited, 12 Castle Street, St Helier, Jersey JE2 3RT,
Channel Islands) before the commencement of the Extraordinary General Meeting or any adjournment
thereof or for the taking of a poll at which the proxy proposes to vote; (ii)&nbsp;depositing a new Form
of Proxy with the Company Secretary before the commencement of the Extraordinary General Meeting or
any adjournment thereof or for the taking of a poll at which the proxy proposes to vote (although
it should be noted that the new Form of Proxy will only be a valid proxy, as opposed to being
capable of revoking an earlier Form of Proxy, if deposited not less than 48 hours before the time
appointed for the Extraordinary General Meeting or any adjournment thereof or for the taking of a
poll at which the proxy proposes to vote); or (iii)&nbsp;attending in person and voting on a poll. No
instrument appointing a proxy shall be revoked by the appointing Shareholder attending and
participating in a meeting, unless the appointing Shareholder votes on a poll at the meeting in
respect of the ordinary shares for which the relevant proxy is appointed his proxy.


<P align="left" style="font-size: 11pt"><B>Voting</B>


<P align="left" style="font-size: 11pt">On a show of hands, every Shareholder present in person or by proxy shall have one vote and on a
poll, every Shareholder present in person or by proxy shall have one vote for each ordinary share
held or represented. On a poll, a Shareholder entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way. A resolution put to the vote of Shareholders
at the Extraordinary General Meeting will be decided on a show of hands unless a poll is demanded
by the Chairman of the Extraordinary General Meeting or a Shareholder present in person or by proxy
and entitled to vote at the Extraordinary General Meeting. In the case of joint holders, only one
of them may vote and in the absence of election as to who is to vote, the vote of the holder whose
name appears first in order in the Register of Members, whether in person or by proxy, will be
accepted to the exclusion of the votes of the other joint holders.


<P align="left" style="font-size: 11pt">Ordinary shares represented by a duly executed instrument appointing a proxy or proxies that is
deposited with the Company at its registered office (at least 48 hours before the time appointed
for the Extraordinary General Meeting) will be voted at the Extraordinary General Meeting in
accordance with Shareholders&#146; instructions contained in the instrument.


<P align="left" style="font-size: 11pt">Resolution 1 is proposed as an ordinary resolution. On a show of hands, the ordinary resolution to
be proposed at the Extraordinary General Meeting will be duly passed by the affirmative vote of a
simple majority of Shareholders present in person or by proxy and voting at the Extraordinary
General Meeting. If a poll is demanded in the manner described above, the ordinary resolution to be
proposed at the Extraordinary General Meeting for which voting by poll is demanded will be duly
passed by the affirmative vote of a simple majority of votes cast at the Extraordinary General
Meeting for each ordinary share held or represented, with each Shareholder present in person or by
proxy having one vote for each ordinary share held or represented. In the event of an equality of
votes, whether upon a show of hands or on a poll, the Chairman of the Extraordinary General Meeting
shall not be entitled to a second or casting vote.


<P align="left" style="font-size: 11pt"><B>Cost of Soliciting Proxies</B>


<P align="left" style="font-size: 11pt">The entire cost of the solicitation of proxies for the Extraordinary General Meeting will be borne
by WNS.


<P align="left" style="font-size: 11pt"><B>SUMMARY OF PROPOSAL</B>


<P align="left" style="font-size: 11pt">At the Extraordinary General Meeting, Shareholders will be requested to vote on the proposal to
approve and adopt the Company&#146;s Amended and Restated 2006 Incentive Award Plan (the &#147;Plan&#148;), which
is substantially as set out in Appendix&nbsp;A to this Proxy Statement.


<P align="left" style="font-size: 11pt"><B>PROPOSAL NO. 1</B>


<P align="left" style="font-size: 11pt">THAT, subject to the consent of the Jersey Financial Services Commission being given the WNS
(Holdings) Limited&#146;s Amended and Restated 2006 Incentive Award Plan, which is substantially as set
out in Appendix&nbsp;A to this Proxy Statement, be approved and adopted.


<P align="left" style="font-size: 11pt"><B>General</B>


<P align="left" style="font-size: 11pt">The Company initially adopted the 2006 Incentive Award Plan on June&nbsp;1, 2006 (the &#147;Original Plan&#148;).
In December&nbsp;2008, the board of directors approved the plan, subject to shareholders&#146; approval and
the consent of the Jersey Financial Services Commission. The Plan reflects, among other changes to
the Original Plan, an increase in the number of ordinary shares and American Depositary Shares
(&#147;ADSs&#148;) available for grant under the Plan from that available under the Original Plan by
1,000,000 shares/ADSs. The Company&#146;s shareholders have previously authorized the issuance under
the Original Plan of up to a total of 3,000,000 ordinary shares/ADSs, subject to specified
adjustments under the Original Plan.


<P align="left" style="font-size: 11pt">The board of directors believe that in order to successfully attract and retain the best possible
talent, the Company must continue to offer a competitive equity incentive program. As of November
30, 2008, approximately 650,000 ordinary shares/ADSs remained available for future grant of awards
under the Plan. The board of directors believe the number of ordinary shares/ADSs that remain
available for future grant under the Plan is insufficient to meet the Company&#146;s anticipated needs.
Therefore the board of directors approved, subject to shareholders&#146; approval and the consent of the
Jersey Financial Services Commission the Plan that includes an amendment to increase the number of
ordinary shares/ADSs available for grant under the Plan by 1,000,000 shares/ADSs to a total of
4,000,000 ordinary shares/ADSs, subject to specified adjustments under the Plan.


<P align="left" style="font-size: 11pt">The increased number of ordinary shares/ADSs available for grant under the Plan is expected to meet
the Company&#146;s anticipated needs over the next 12 to 18&nbsp;months from April&nbsp;1, 2009. However, the
Company is in the process of re-evaluating its compensation philosophy. </FONT><FONT style="font-size: 12pt">The increased number
of ordinaty shares/ADSs available for grant under the Plan may satisfy the Company&#146;s needs for a
longer period due to the re-evaluation of the Company&#146;s compensation scheme for senior
management.</FONT><FONT style="font-size: 11pt"> The amount and timing of awards granted under the Plan are determined by the plan
administrator.
</FONT>

<P align="left" style="font-size: 11pt">The amendment included in the Plan to increase the number of ordinary shares and ADSs available for
grant under the Plan by 1,000,000 shares/ADSs requires Shareholders&#146; approval pursuant to Article
14.1 of the Original Plan and Rule&nbsp;303A.08 of the NYSE Listing Manual.


<P align="left" style="font-size: 11pt">The following summary of the Plan is qualified in its entirety by the specific language of the
Plan, which is substantially as set out in Appendix&nbsp;A to this Proxy Statement</FONT><FONT style="font-size: 10pt">.
</FONT>

<P align="left" style="font-size: 10pt"><FONT style="font-size: 11pt"><B><I>Summary of the Plan</I></B>
</FONT>

<P align="left" style="font-size: 11pt">The purpose of the Plan is to promote the success and enhance the value of the Company by linking
the personal interests of the directors, employees and consultants of the Company and its
subsidiaries to those of its shareholders and by providing these individuals with an incentive for
outstanding performance. The Plan is further intended to provide the Company with the ability to
motivate, attract and retain the services of these individuals.


<P align="left" style="font-size: 11pt"><I>Shares Available for Awards. </I>Subject to certain adjustments set forth in the Plan, the maximum
number of shares that may be issued or awarded under the Plan is equal to the sum of (x)&nbsp;4,000,000
shares, (y)&nbsp;any shares that remain available for issuance under the 2002 Stock Incentive Plan, and
(z)&nbsp;any shares subject to awards under the 2002 Stock Incentive Plan which terminate, expire or
lapse for any reason or are settled in cash on or after the effective date of the Original Plan
(the &#147;Effective Date&#148;). The maximum number of shares which may be subject to awards granted to any
one participant during any calendar year is 500,000 shares and the maximum amount that may be paid
to a participant in cash during any calendar year with respect to cash-based awards is $10,000,000.
To the extent that an award terminates or is settled in cash, any shares subject to the award will
again be available for the grant. Any shares tendered or withheld to satisfy the grant or exercise
price or tax withholding obligation with respect to any award will not be available for subsequent
grant. Except as described below with respect to independent directors, no determination has been
made as to the types or amounts of awards that will be granted to specific individuals pursuant to
the Plan.


<P align="left" style="font-size: 11pt"><I>Administration. </I>The Plan is administered by our board of directors, which may delegate its
authority to a committee. The Company anticipates that the compensation committee of its board of
directors will administer the Plan, except that its board of directors will administer the plan
with respect to awards granted to its independent directors. The plan administrator will determine
eligibility, the types and sizes of awards, the price and timing of awards and the acceleration or
waiver of any vesting restriction, provided that the plan administrator will not have the authority
to accelerate vesting or waive the forfeiture of any performance-based awards.


<P align="left" style="font-size: 11pt"><I>Eligibility. </I>The Company&#146;s employees, consultants and directors and those of its subsidiaries are
eligible to be granted awards, except that only employees of the Company and its qualifying
corporate subsidiaries are eligible to be granted options that are intended to qualify as
&#147;incentive stock options&#148; under Section&nbsp;422 of the Code.


<P align="left" style="font-size: 11pt"><I>Awards</I>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Options. </I>The plan administrator may grant options on shares. The per share option
exercise price of all options granted pursuant to the Plan will not be less than 100% of the
fair market value of a share on the date of grant. No incentive stock option may be granted to
a grantee who owns more than 10% of the Company&#146;s outstanding shares unless the exercise price
is at least 110% of the fair market value of a share on the date of grant. To the extent that
the aggregate fair market value of the shares subject to an incentive stock option become
exercisable for the first time by any optionee during any calendar year exceeds $100,000, such
excess will be treated as a non-qualified option. The plan administrator will determine the
methods of payment of the exercise price of an option, which may include cash, shares or other
property acceptable to the plan administrator (and may involve a cashless exercise of the
option). The plan administrator shall designate in the award agreement evidencing each stock
option grant whether such stock option shall be exercisable for shares or ADSs. The award
agreement may, in the sole discretion of the plan administrator, permit the optionee to elect,
at the time of exercise, whether to receive shares or ADSs in respect of the exercised stock
option or a portion thereof. The term of options granted under the Plan may not exceed ten
years from the date of grant. However, the term of an incentive stock option granted to a
person who owns more than 10% of the Company&#146;s outstanding shares on the date of grant may not
exceed five years. Under the Plan, the number of awards to be granted to the Company&#146;s
independent directors will be determined by its board of directors or its compensation
committee.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Restricted Shares. </I>The plan administrator may grant shares subject to various
restrictions, including restrictions on transferability, limitations on the right to vote
and/or limitations on the right to receive dividends.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Share Appreciation Rights. </I>The plan administrator may grant share appreciation
rights representing the right to receive payment of an amount equal to the excess of the fair
market value of a share on the date of exercise over the fair market value of a share on the
date of grant. The term of share appreciation rights granted may not exceed ten years from the
date of grant. The plan administrator may elect to pay share appreciation rights in cash, in
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares or in a combination of cash and shares.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Performance Shares and Performance Shares Units. </I>The plan administrator may grant
awards of performance shares denominated in a number of shares and/or awards of performance
share units denominated in unit equivalents of shares and/or units of value, including dollar
value of shares. These awards may be linked to performance criteria measured over performance
periods as determined by the plan administrator.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Share Payments. </I>The plan administrator may grant share payments, including
payments in the form of shares or options or other rights to purchase shares. Share payments
may be based upon specific performance criteria determined by the plan administrator on the
date such share payments are made or on any date thereafter.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Deferred Shares. </I>The plan administrator may grant awards of deferred shares
linked to performance criteria determined by the plan administrator. Shares underlying
deferred share awards will not be issued until the deferred share awards have vested, pursuant
to a vesting schedule or upon the satisfaction of any vesting conditions or performance
criteria set by the plan administrator. Recipients of deferred share awards generally will
have no rights as shareholders with respect to such deferred shares until the shares
underlying the deferred share awards have been issued.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Restricted Share Units. </I>The plan administrator may grant restricted share units,
subject to various vesting conditions. On the maturity date, we will transfer to the
participant one unrestricted, fully transferable share for each vested restricted share unit
scheduled to be paid out on such date. The plan administrator will specify the purchase price,
if any, to be paid by the participant for such shares.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Performance Bonus Awards. </I>The plan administrator may grant a cash bonus payable
upon the attainment of performance goals based on performance criteria and measured over a
performance period determined appropriate by the plan administrator. Any such cash bonus paid
to a &#147;covered employee&#148; within the meaning of Section 162(m) of the Code may be a
performance-based award as described below.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">&#149;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt"><I>Performance-Based Awards. </I>The plan administrator may grant awards other than
options and share appreciation rights to employees who are or may be &#147;covered employees,&#148; as
defined in Section 162(m) of the Code, that are intended to be performance-based awards within
the meaning of Section 162(m) of the Code in order to preserve the deductibility of these
awards for federal income tax purposes. Participants are only entitled to receive payment for
performance-based awards for any given performance period to the extent that preestablished
performance goals set by the plan administrator for the period are satisfied. The plan
administrator will determine the type of performance-based awards to be granted, the
performance period and the performance goals. Generally, a participant will have to be
employed by the Company on the date the performance-based award is paid to be eligible for a
performance-based award for any period.</FONT></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt"><I>Adjustments. </I>In the event of certain changes in the Company&#146;s capitalization, the plan
administrator has broad discretion to adjust awards, including without limitation, (i)&nbsp;the
aggregate number and type of shares that may be issued under the Plan, (ii)&nbsp;the terms and
conditions of any outstanding awards, and (iii)&nbsp;the grant or exercise price per share for any
outstanding awards under such plan to account for such changes. The plan administrator also has the
authority to cash out, terminate or provide for the assumption or substitution of outstanding
awards in the event of a corporate transaction.


<P align="left" style="font-size: 11pt"><I>Change in Control. </I>In the event of a change in control of the Company in which outstanding awards
are not assumed by the successor, such awards will generally become fully exercisable and all
forfeiture restrictions on such awards will lapse. Upon, or in anticipation of, a change in
control, the plan administrator may cause any awards outstanding to terminate at a specific time in
the future and give each participant the right to exercise such awards during such period of time
as the plan administrator, in its sole discretion, determines.


<P align="left" style="font-size: 11pt"><I>Vesting of Full Value Awards. </I>Full value awards (generally, any award other than an option or share
appreciation right) will vest over a period of at least three years (or, in the case of vesting
based upon attainment of certain performance goals, over a period of at least one year). However,
full value awards that result in the issuance of an aggregate of up to 5% to the total issuable
shares under the Plan may be granted without any minimum vesting periods. In addition, full value
awards may vest on an accelerated basis in the event of a participant&#146;s death, disability, or
retirement, or in the event of our change in control or other special circumstances.


<P align="left" style="font-size: 11pt"><I>Non-transferability. </I>Awards granted under the Plan are generally not transferable.


<P align="left" style="font-size: 11pt"><I>Termination or Amendment. </I>Unless terminated earlier, the Plan will remain in effect for a period of
ten years from the Effective Date, after which no award may be granted under the Plan. With the
approval of the Company&#146;s board of directors, the plan administrator may terminate or amend the
Plan at any time. However, shareholder approval will be required for any amendment (i)&nbsp;to the
extent required by applicable law, regulation or stock exchange rule, (ii)&nbsp;to increase the number
of shares available under Plan, (iii)&nbsp;to permit the grant of options or share appreciation rights
with an exercise price below fair market value on the date of grant, (iv)&nbsp;to extend the exercise
period for an option or share appreciation right beyond ten years from the date of grant, or (v)
that results in a material increase in benefits or a change in eligibility requirements. Any
amendment or termination must not materially adversely affect any participant without such
participant&#146;s consent.


<P align="left" style="font-size: 11pt"><I>Outstanding Awards. </I>As of November&nbsp;30, 2008, options or restricted share units to purchase an
aggregate of 46,737,635 ordinary shares were outstanding, out of which options or restricted share
units to purchase 23,454,475 ordinary shares were held by all our directors and executive officers
as a group. The exercise prices of these options range from $ 2 to $ 30 and the expiration dates of
these options range from July&nbsp;25, 2016 to April&nbsp;7, 2018. The weighted average grant date fair value
of restricted share units granted during the years ended March&nbsp;31, 2008 and 2007 were $21.68 and
$22.26 per ADS, respectively. There were no grants of restricted share units during the years ended
March&nbsp;31, 2006 and 2005. There is no purchase price for the restricted share units.


<P align="left" style="font-size: 11pt"><I>Fringe Benefit Tax. </I>In May&nbsp;2007, the government of India implemented a fringe benefit tax on the
allotment of shares pursuant to the exercise or vesting, on or after April&nbsp;1, 2007, of options and
restricted share units granted to employees. The fringe benefit tax is payable by the employer at
the rate of 33.99% on the difference between the fair market value of the options and the
restricted share units on the date of vesting of the options and the restricted share units and the
exercise price of the options and the purchase price (if any) for the restricted share units, as
applicable. In October&nbsp;2007, the government of India published its guidelines on how the fair
market value of the options and restricted share units should be determined. The new legislation
permits the employer to recover the fringe benefit tax from the employees. Accordingly, the
relevant award agreement allows the Company to recover the fringe benefit tax from all our
employees in India except those expatriate employees who are resident in India.


<P align="left" style="font-size: 11pt"><B>The Board recommends a vote &#147;FOR&#148; the adoption of the Plan.</B>


<P align="left" style="font-size: 11pt"><B>OTHER BUSINESS</B>


<P align="left" style="font-size: 11pt">The Board does not presently intend to bring any other business before the Extraordinary General
Meeting, and so far as is known to the Board, no matters will be brought before the Extraordinary
General Meeting except as is specified in this Proxy Statement. As to any business that may
properly come before the Extraordinary General Meeting, however, it is intended that proxies, in
the form enclosed, will be voted in respect thereof in accordance with the judgment of those
persons voting such proxies.


<P align="left" style="font-size: 11pt"><B>INCORPORATION BY REFERENCE</B>


<P align="left" style="font-size: 11pt">The SEC allows the Company to &#147;incorporate by reference&#148; into this Proxy Statement the information
in documents the Company files with or submits to the SEC. This means that the Company can disclose
important information to you by referring you to those documents. Each document incorporated by
reference is current only as of the date of such document, and the incorporation by reference of
such documents shall not create any implication that there has been no change in the Company&#146;s
affairs since the date thereof or that the information contained therein is current as of any time
subsequent to its date. The information incorporated by reference is considered to be a part of
this Proxy Statement and should be read with the same care. When the Company updates the
information contained in documents that have been incorporated by reference by making future
filings with the SEC, the information incorporated by reference in this Proxy Statement is
considered to be automatically updated and superseded. In other words, in the case of a conflict or
inconsistency between information contained in this Proxy Statement and information incorporated by
reference into this Proxy Statement, you should rely on the information contained in the document
that was filed later. The Company incorporates by reference the documents listed below and any
future filings or submissions that it makes with the SEC (except for our future submissions on Form
6-K which will only be incorporated by reference into this document if it states in such
submissions that they are being incorporated by reference into this Proxy Statement) after the date
of this Proxy Statement and before the date of the Extraordinary General Meeting:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><FONT style="font-size: 12pt">1.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 12pt"></FONT><FONT style="font-size: 11pt">The Company&#146;s annual report on Form 20-F (File No.&nbsp;001-32945) for the fiscal year
ended March&nbsp;31, 2008 filed with the SEC on August&nbsp;1, 2008, as amended by the amendment
thereto filed with the SEC on October&nbsp;9, 2008; and</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><FONT style="font-size: 12pt">2.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 12pt"></FONT><FONT style="font-size: 11pt">The Company&#146;s report on Form 6-K (File No.&nbsp;001-32945) submitted to the SEC on
August&nbsp;13, 2008 and November&nbsp;13, 2008.</FONT></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt">The Company will provide, without charge, at the written or oral request of anyone, including any
beneficial owner, to whom this Proxy Statement is delivered, copies of the documents incorporated
by reference in this Proxy Statement, other than exhibits to those documents which are not
specifically incorporated by reference. Requests should be directed to: WNS (Holdings) Limited,
Gate 4, Godrej &#038; Boyce Complex, Pirojshanagar, Vikhroli (W), Mumbai 400 079, India, Attention:
Ameya Paranjape; telephone number: &#043;91 22 40952537.


<P align="left" style="font-size: 11pt">The Company&#146;s SEC filings are available to the public over the Internet at the SEC&#146;s website at
http://www.sec.gov. You also may read and copy any document the Company files at the SEC&#146;s public
reference rooms in Washington, D.C., New York; and Chicago, Illinois. Please call the SEC at
1-800-732-0330 for further information about the public reference rooms.

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="74%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="21%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DATED: JANUARY 12, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Registered Office</B>:</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">BY ORDER OF THE BOARD<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.................................................<BR>
<B>Capita Secretaries Limited</B><BR>
Company Secretary
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">12 Castle Street<BR>
St. Helier<BR>
Jersey JE2 3RT<BR>
Channel Islands</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P align="right" style="font-size: 11pt"><B>Appendix&nbsp;A</B>



<P align="center" style="font-size: 11pt"><FONT style="font-size: 12pt"><B>THE AMENDED AND RESTATED WNS (HOLDINGS)&nbsp;LIMITED</B></FONT>



<P align="center" style="font-size: 12pt"><B>2006 INCENTIVE AWARD PLAN</B>



<P align="center" style="font-size: 12pt"><B>ARTICLE 1.</B>



<P align="center" style="font-size: 12pt"><B>PURPOSE</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">The purpose of the Amended and Restated WNS (Holdings) Limited 2006 Incentive Award Plan (the
&#147;<U>Plan</U>&#148;) is to promote the success and enhance the value of WNS (Holdings) Limited, a
corporation organized under the laws of Jersey (the &#147;<U>Company</U>&#148;), by linking the personal
interests of the members of the Board, Employees, and Consultants to those of Company shareholders
and by providing such individuals with an incentive for outstanding performance to generate
superior returns to Company shareholders. The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of members of the Board,
Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct
of the Company&#146;s operation is largely dependent.


<P align="center" style="font-size: 12pt"><B>ARTICLE 2.</B>



<P align="center" style="font-size: 12pt"><B>DEFINITIONS AND CONSTRUCTION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Wherever the following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.1 &#147;<U>ADS</U>&#148; means one American Depositary Share of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.2 &#147;<U>Award</U>&#148; means an Option, a Restricted Share award, a Share Appreciation Right
award, a Performance Share award, a Performance Share Unit award, a Share Payment award, a Deferred
Share award, a Restricted Share Unit award, a Performance Bonus Award, or a Performance-Based Award
granted to a Participant pursuant to the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.3 &#147;<U>Award Agreement</U>&#148; means any written agreement, contract, or other instrument or
document evidencing an Award, including through electronic medium.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.4 &#147;<U>Board</U>&#148; means the Board of Directors of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.5 &#147;<U>Change in Control</U>&#148; means and includes each of the following:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;A transaction or series of transactions (other than an offering of Shares to the general
public through a registration statement filed with the Securities and Exchange Commission) whereby
any &#147;person&#148; or related &#147;group&#148; of &#147;persons&#148; (as such terms are used in Sections 13(d) and 14(d)(2)
of the Exchange Act) (other than the Warburg Entities, the Company, any subsidiary of the Company,
an employee benefit plan maintained by the Company or any subsidiary of the Company or a &#147;person&#148;
that, prior to such transaction, directly or indirectly controls, is controlled by, or is under
common control with, any Warburg Entity or the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule&nbsp;13d-3 under the Exchange Act) of securities of the Company
possessing more than 50% of the total combined voting power of the Company&#146;s securities outstanding
immediately after such acquisition; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;During any period of two consecutive years, individuals who, at the beginning of such
period, constitute the Board together with any new director(s) (other than a director designated by
a person who shall have entered into an agreement with the Company to effect a transaction
described in Section &#253;2.5(a) hereof or Section &#253;2.5(c) hereof) whose election by the Board or
nomination for election by the Company&#146;s shareholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of the two-year
period or whose election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The consummation by the Company (whether directly involving the Company or indirectly
involving the Company through one or more intermediaries) of (x)&nbsp;a merger, consolidation,
reorganization, or business combination or (y)&nbsp;a sale or other disposition of all or substantially
all of the Company&#146;s assets in any single transaction or series of related transactions or (z)&nbsp;the
acquisition of assets or shares of another entity, in each case other than a transaction:


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;Which results in the Company&#146;s voting securities outstanding immediately before the
transaction continuing to represent (either by remaining outstanding or by being converted into
voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of
the Company&#146;s assets or otherwise succeeds to the business of the Company (the Company or such
person, the &#147;<U>Successor Entity</U>&#148;)) directly or indirectly, at least a majority of the
combined voting power of the Successor Entity&#146;s outstanding voting securities immediately after the
transaction, and


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;After which no person or group, other than the Warburg Entities or any affiliate thereof,
beneficially owns voting securities representing 50% or more of the combined voting power of the
Successor Entity; <I>provided, however, </I>that no person or group shall be treated for purposes of this
Section &#253;2.5(c)(ii) as beneficially owning 50% or more of combined voting power of the Successor
Entity solely as a result of the voting power held in the Company prior to the consummation of the
transaction; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;The Company&#146;s shareholders approve a liquidation or dissolution of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">Notwithstanding anything herein or in any Award Agreement to the contrary, if a Change in
Control constitutes a payment event with respect to any Award that is subject to United States
income tax and which provides for a deferral of compensation that is subject to Section&nbsp;409A of the
Code, the transaction or event described in subsection (a), (b), (c)&nbsp;or (d)&nbsp;must also constitute a
&#147;change in control event,&#148; as defined in Treasury Regulation &#167;1.409A-3(i)(5), in order to
constitute a Change in Control for purposes of payment of such Award.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.6 &#147;<U>Code</U>&#148; means the Internal Revenue Code of 1986, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.7 &#147;<U>Committee</U>&#148; means the committee of the Board described in Article&nbsp;12 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.8 &#147;<U>Consultant</U>&#148; means any consultant or adviser if: (a)&nbsp;the consultant or adviser
renders bona fide services to the Company; (b)&nbsp;the services rendered by the consultant or adviser
are not in connection with the offer or sale of securities in a capital-raising transaction and do
not directly or indirectly promote or maintain a market for the Company&#146;s securities; and (c)&nbsp;the
consultant or adviser is a natural person who has contracted directly with the Company or any
Subsidiary to render such services.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.9 &#147;<U>Covered Employee</U>&#148; means an Employee who is, or could be, a &#147;covered employee&#148;
within the meaning of Section 162(m) of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.10 &#147;<U>Deferred Share</U>&#148; means a right to receive a specified number of Shares or ADSs
during specified time periods pursuant to Section&nbsp;8.4 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.11 &#147;<U>Disability</U>&#148; means that the Participant qualifies to receive long-term disability
payments under the Company&#146;s long-term disability insurance program, as it may be amended from time
to time. Notwithstanding anything herein or in any Award Agreement to the contrary, if a
Disability constitutes a payment event with respect to any Award that is subject to United States
income tax and which provides for a deferral of compensation that is subject to Section&nbsp;409A of the
Code, the Participant shall only experience a Disability hereunder for purposes of the payment of
such Award if the Participant is &#147;disabled&#148; within the meaning of Treasury Regulation&nbsp;Section
1.409A-3(i)(4).


<P align="left" style="font-size: 12pt; text-indent: 4%">2.12 &#147;<U>Effective Date</U>&#148; shall have the meaning set forth in Section&nbsp;13.1 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.13 &#147;<U>Eligible Individual</U>&#148; means any person who is an Employee, a Consultant or an
Independent Director, as determined by the Committee.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.14 &#147;<U>Employee</U>&#148; means any officer or other employee (as defined in accordance with
Section 3401(c) of the Code) of the Company or any Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.15 &#147;<U>Equity Restructuring</U>&#148; shall mean a nonreciprocal transaction between the Company
and its shareholders, such as a Share dividend, Share split, spin-off, rights offering or
recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of
Shares (or other securities of the Company) or the Share price of Common Stock (or other
securities) and causes a change in the per Share value of the Common Stock underlying outstanding
Awards.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.16 &#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.17 &#147;<U>Fair Market Value</U>&#148; means, as of any given date, (a)&nbsp;if the Shares are listed on
any established stock exchange or a national market system, the closing price of a Share as
reported in the <I>Wall Street Journal </I>(or such other source as the Board may deem reliable for such
purposes) for such date or, if no sale occurred on such date, the first trading date immediately
prior to such date during which a sale occurred, or (b)&nbsp;if the Shares are not traded on an exchange
but are quoted on a quotation system, (i)&nbsp;the last sales price of a Share on such date, or (ii)&nbsp;if
no sales occur on such date, the mean between the closing representative bid and asked prices for a
Share on such date or, if no prices are reported on such date, the first date immediately prior to
such date on which sales prices or bid and asked prices, as applicable, are reported by such
quotation system; or (c)&nbsp;if the Shares are not publicly traded or, with respect to any non-Share
based Award or the settlement of an Award, the fair market value established by the Committee
acting in good faith.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.18 &#147;<U>Full Value Award</U>&#148; means any Award other than an Option or other Award for which
the Participant pays the intrinsic value (whether directly or by forgoing a right to receive a
payment from the Company).


<P align="left" style="font-size: 12pt; text-indent: 4%">2.19 &#147;<U>Incentive Stock Option</U>&#148; means an Option that is intended to meet the
requirements of Section&nbsp;422 of the Code or any successor provision thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.20 &#147;<U>Independent Director</U>&#148; means a member of the Board who is not an Employee of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.21 &#147;<U>Non-Employee Director</U>&#148; means a member of the Board who qualifies as a
&#147;Non-Employee Director&#148; as defined in Rule&nbsp;16b-3(b) (3)&nbsp;under the Exchange Act, or any successor
rule.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.22 &#147;<U>Non-Qualified Option</U>&#148; means an Option that is not intended to be an Incentive
Stock Option.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.23 &#147;<U>Option</U>&#148; means a right granted to a Participant pursuant to Article&nbsp;5 hereof to
purchase a specified number of Shares or ADSs at a specified price during specified time periods.
An Option may be either an Incentive Stock Option or a Non-Qualified Option.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.24 &#147;<U>Participant</U>&#148; means any Eligible Individual who, as a member of the Board or
Employee, has been granted an Award pursuant to the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.25 &#147;<U>Performance-Based Award</U>&#148; means an Award granted to selected Covered Employees
which the Committee determines shall be subject to the terms and conditions set forth in Article&nbsp;9
hereof. All Performance-Based Awards are intended to qualify as Qualified Performance-Based
Compensation.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.26 &#147;<U>Performance Bonus Award</U>&#148; has the meaning set forth in Section&nbsp;8.6 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.27 &#147;<U>Performance Criteria</U>&#148; means the criteria that the Committee selects for purposes
of establishing the Performance Goal or Performance Goals for a Participant for a Performance
Period. The Performance Criteria that will be used to establish Performance Goals are limited to
the following: net earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added, sales or revenue, net income (either before or after taxes and
share-based compensation), operating earnings, cash flow (including, but not limited to, operating
cash flow and free cash flow), cash flow return on capital, return on net assets, return on
shareholders&#146; equity, return on assets, return on capital, shareholder returns, return on sales,
gross or net profit margin, productivity, expense, margins, operating efficiency, customer
satisfaction, working capital, earnings per share, price per Share or ADS, and market share, any of
which may be measured either in absolute terms by comparison to comparable performance in an
earlier period or periods, or as compared to results of a peer group, industry index, or other
company or companies. The Committee shall define in an objective fashion the manner of calculating
the Performance Criteria it selects to use for such Performance Period for such Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.28 &#147;<U>Performance Goals</U>&#148; means, for a Performance Period, the goals established in
writing by the Committee for the Performance Period based upon the Performance Criteria. Depending
on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a division, business unit,
or an individual. The Committee, in its discretion, may, within the time prescribed by Section
162(m) of the Code, adjust or modify the calculation of Performance Goals for such Performance
Period in order to prevent the dilution or enlargement of the rights of Participants (a)&nbsp;in the
event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event,
or development, or (b)&nbsp;in recognition of, or in anticipation of, any other unusual or nonrecurring
events affecting the Company, or the financial statements of the Company, or in response to, or in
anticipation of, changes in applicable laws, regulations, accounting principles, or business
conditions.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.29 &#147;<U>Performance Period</U>&#148; means the one or more periods of time, which may be of
varying and overlapping durations, as the Committee may select, over which the attainment of one or
more Performance Goals will be measured for the purpose of determining a Participant&#146;s right to,
and the payment of, a Performance-Based Award.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.30 &#147;<U>Performance Share</U>&#148; means a right granted to a Participant pursuant to Section
8.1 hereof, to receive Shares, the payment of which is contingent upon achieving certain
Performance Goals or other performance-based targets established by the Committee.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.31 &#147;<U>Performance Share Unit</U>&#148; means a right granted to a Participant pursuant to
Section&nbsp;8.2 hereof, to receive Shares or ADSs, the payment of which is contingent upon achieving
certain Performance Goals or other performance-based targets established by the Committee.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.32 &#147;<U>Plan</U>&#148; means this Amended and Restated WNS (Holdings) Limited 2006 Incentive
Award Plan, as it may be amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.33 &#147;<U>Prior Plan</U>&#148; means the WNS (Holdings) Limited, Jersey 2002 Stock Incentive Plan,
as such plan may be amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.34 &#147;<U>Qualified Performance-Based Compensation</U>&#148; means any compensation that is
intended to qualify as &#147;qualified performance-based compensation&#148; as described in Section 162(m)
(4) (C)&nbsp;of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.35 &#147;<U>Restricted Shares</U>&#148; means Shares or ADSs awarded to a Participant pursuant to
Article&nbsp;6 hereof that is subject to certain restrictions and may be subject to risk of forfeiture.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.36 &#147;<U>Restricted Share Unit</U>&#148; means an Award granted pursuant to Section&nbsp;8.5 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.37 &#147;<U>Securities Act</U>&#148; shall mean the Securities Act of 1933, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.38 &#147;<U>Share</U>&#148; means an ordinary share of the Company, par value 10 pence per share, and
such other securities of the Company that may be substituted for Shares pursuant to Article&nbsp;11
hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.39 &#147;<U>Share Appreciation Right</U>&#148; or &#147;<U>SAR</U>&#148; means a right granted pursuant to
Article&nbsp;7 hereof to receive a payment equal to the excess of the Fair Market Value of a specified
number of Shares or ADSs on the date the SAR is exercised over the Fair Market Value on the date
the SAR was granted as set forth in the applicable Award Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.40 &#147;<U>Share Payment</U>&#148; means (a)&nbsp;a payment in the form of Shares or ADSs, or (b)&nbsp;an
option or other right to purchase Shares or ADSs, as part of any bonus, deferred compensation or
other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to
Section&nbsp;8.3 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.41 &#147;<U>Subsidiary</U>&#148; means any &#147;subsidiary corporation&#148; as defined in Section 424(f) of
the Code and any applicable regulations promulgated thereunder or any other entity of which a
majority of the outstanding voting shares or voting power is beneficially owned directly or
indirectly by the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.42 &#147;<U>Warburg Entities</U>&#148; means Warburg, Pincus International Partners, L.P., a
Delaware limited partnership; Warburg, Pincus Private Equity VIII, L.P., a Delaware limited
partnership; Warburg, Pincus Netherlands International Partners 1, C.V., a Commanditaire
Ventooschap organized under the laws of the Netherlands; and Warburg, Pincus Netherlands
International Partners II, C.V., a Commanditaire Ventooschap organized under the laws of the
Netherlands.


<P align="center" style="font-size: 12pt"><B>ARTICLE 3.</B>



<P align="center" style="font-size: 12pt"><B>SHARES SUBJECT TO THE PLAN</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">3.1 <U>Number of Shares and ADSs</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Subject to Article&nbsp;11 and Section&nbsp;3.1(b), the aggregate number of Shares and ADSs, in the
aggregate, which may be issued or transferred pursuant to Awards under the Plan shall be equal to
the sum of (x)&nbsp;four million (4,000,000) shares, and (y)&nbsp;any Shares or ADSs which as of the
Effective Date are available for issuance under the Prior Plan, and (z)&nbsp;any Shares or ADSs subject
to awards under the Prior Plan which terminate, expire, lapse for any reason or are settled in cash
on or after the Effective Date. In order that the applicable regulations under the Code relating to
Incentive Stock Options be satisfied, the maximum number of Shares and ADSs that may be delivered
under the Plan upon the exercise of Incentive Stock Options shall be that number of shares
specified in Section&nbsp;3.1(a)(x) above.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;To the extent that an Award terminates, expires, or lapses for any reason, or is settled
in cash, any Shares or ADSs subject to the Award shall again be available for the grant of an Award
pursuant to the Plan. Any Shares or ADSs tendered or withheld to satisfy the grant or exercise
price or tax withholding obligation pursuant to any Award shall not subsequently be available for
grant of an Award pursuant to the Plan. To the extent permitted by applicable law or any exchange
rule, Shares and ADSs issued in assumption of, or in substitution for, any outstanding awards of
any entity acquired in any form of combination by the Company or any Subsidiary shall not be
counted against Shares and ADSs available for grant pursuant to this Plan. To the extent that a
SAR is exercised for, or settled in, Shares or ADSs, the full number of shares or ADSs subject to
such SAR shall be counted for purposes of calculating the aggregate number of Shares and ADSs
available for issuance under the Plan as set forth in Section&nbsp;3.1(a), regardless of the actual
number of shares or ADSs issued upon such exercise or settlement. Notwithstanding the provisions
of this Section&nbsp;3.1(b), no Shares or ADSs may again be optioned, granted or awarded if such action
would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section
422 of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.2 <U>Shares and ADSs Distributed</U>. Any Shares or ADSs distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Shares or ADSs, treasury Shares or
ADSs, or Shares or ADSs purchased on the open market.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.3 <U>Limitation on Number of Shares and ADSs Subject to Awards</U>. Notwithstanding any
provision in the Plan to the contrary, and subject to Article&nbsp;11 hereof, the maximum number of
Shares and ADSs with respect to one or more Awards that may be granted to any one Participant
during any calendar year shall be 500,000 and the maximum amount that may be paid in cash with
respect to one or more Awards to any one Participant which are not denominated in Shares or ADSs or
otherwise for which the foregoing limitation would not be an effective limitation, the maximum
amount that may be paid in cash during any calendar year shall be $10,000,000.


<P align="center" style="font-size: 12pt"><B>ARTICLE 4.</B>



<P align="center" style="font-size: 12pt"><B>ELIGIBILITY AND PARTICIPATION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">4.1 <U>Eligibility</U>. Each Eligible Individual shall be eligible to be granted one or more
Awards pursuant to the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.2 <U>Participation</U>. Subject to the provisions of the Plan, the Committee may, from
time to time, select from among all Eligible Individuals, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. No Eligible Individual shall have any right
to be granted an Award pursuant to this Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.3 <U>Foreign Participants</U>. Notwithstanding any provision of the Plan to the contrary,
in order to comply with the laws in other countries in which the Company and its Subsidiaries
operate or have Eligible Individuals, the Committee, in its sole discretion, shall have the power
and authority to: (i)&nbsp;determine which Subsidiaries shall be covered by the Plan; (ii)&nbsp;determine
which Eligible Individuals outside the United States are eligible to participate in the Plan; (iii)
modify the terms and conditions of any Award granted to Eligible Individuals outside the United
States to comply with applicable foreign laws; (iv)&nbsp;establish subplans and modify exercise
procedures and other terms and procedures, to the extent such actions may be necessary or advisable
(any such subplans and/or modifications shall be attached to this Plan as appendices); <I>provided,
however</I>, that no such subplans and/or modifications shall increase the share limitations contained
in Sections&nbsp;3.1 and 3.3 hereof; and (v)&nbsp;take any action, before or after an Award is made, that it
deems advisable to obtain approval or comply with any necessary local governmental regulatory
exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions
hereunder, and no Awards shall be granted, that would violate the Exchange Act, the Code, any
securities law or governing statute or any other applicable law.


<P align="center" style="font-size: 12pt"><B>ARTICLE 5.</B>



<P align="center" style="font-size: 12pt"><B>OPTIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">5.1 <U>General</U>. The Committee is authorized to grant Options to Participants on the
following terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Exercise Price</U>. The exercise price per Share subject to an Option shall be
determined by the Committee and set forth in the Award Agreement; <I>provided</I>, that, subject to
Section&nbsp;5.2(b) hereof, the per share exercise price for any Option shall not be less than 100% of
the Fair Market Value of a Share on the date of grant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Time and Conditions of Exercise</U>. The Committee shall determine the time or times
at which an Option may be exercised in whole or in part; <I>provided</I>, that the term of any Option
granted under the Plan shall not exceed ten years. The Committee shall also determine the
performance or other conditions, if any, that must be satisfied before all or part of an Option may
be exercised.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Payment</U>. The Committee shall determine the methods by which the exercise price of
an Option may be paid, the form of payment, including, without limitation: (i)&nbsp;cash, (ii)&nbsp;Shares or
ADSs having a fair market value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof, including shares or ADSs that would otherwise be issuable
or transferable upon exercise of the Option, or (iii)&nbsp;other property acceptable to the Committee
(including through the delivery of a notice that the Participant has placed a market sell order
with a broker with respect to Shares or ADSs then issuable upon exercise of the Option, and that
the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the Option exercise price; <I>provided</I>, that payment of such proceeds is
then made to the Company at such time as may be required by the Company, not later than the
settlement of such sale), and the methods by which Shares or ADSs shall be delivered or deemed to
be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no
Participant who is a member of the Board or an &#147;executive officer&#148; of the Company within the
meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an
Option, or continue any extension of credit with respect to the exercise price of an Option with a
loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the
Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Evidence of Grant</U>. All Options shall be evidenced by an Award Agreement between
the Company and the Participant. The Award Agreement shall include such additional provisions as
may be specified by the Committee.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.2 <U>Incentive Stock Options</U>. Incentive Stock Options shall be granted only to
employees of the Company or any &#147;parent corporation&#148; or &#147;subsidiary corporation&#148; of the Company
within the meaning of Section 424(e) and 424(f), respectively, of the Code, and the terms of any
Incentive Stock Options granted pursuant to the Plan, in addition to the requirements of Section
5.1 hereof, must comply with the provisions of this Section&nbsp;5.2.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Dollar Limitation</U>. The aggregate Fair Market Value (determined as of the time the
Option is granted) of all Shares or ADSs with respect to which Incentive Stock Options are first
exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation
as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive
Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall
be considered Non-Qualified Options.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Ten Percent Owners</U>. An Incentive Stock Option may not be granted to any
individual who, at the date of grant, owns shares possessing more than ten percent of the total
combined voting power of all classes of stock of the Company or any &#147;parent corporation&#148; or
&#147;subsidiary corporation&#148; of the Company within the meaning of Section 424(e) and 424(f),
respectively, of the Code, unless such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more than five years
from the date of grant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Notice of Disposition</U>. The Participant shall give the Company prompt notice of
any disposition of Shares or ADSs acquired by exercise of an Incentive Stock Option within (i)&nbsp;two
years from the date of grant of such Incentive Stock Option or (ii)&nbsp;one year after the transfer of
such Shares or ADSs to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Right to Exercise</U>. During a Participant&#146;s lifetime, an Incentive Stock Option may
be exercised only by the Participant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Failure to Meet Requirements</U>. Any Option (or portion thereof) purported to be an
Incentive Stock Option, which, for any reason, fails to meet the requirements of Section&nbsp;422 of the
Code shall be considered a Non-Qualified Option.


<P align="center" style="font-size: 12pt"><B>ARTICLE 6.</B>



<P align="center" style="font-size: 12pt"><B>RESTRICTED SHARE AWARDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">6.1 <U>Grant of Restricted Shares</U>. The Committee is authorized to make Awards of
Restricted Shares to any Participant selected by the Committee in such amounts and subject to such
terms and conditions as determined by the Committee. All Awards of Restricted Shares shall be
evidenced by an Award Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.2 <U>Issuance and Restrictions</U>. Subject to Section&nbsp;10.6, Restricted Shares shall be
subject to such restrictions on transferability and other restrictions as the Committee may impose
(including, without limitation, limitations on the right to vote Restricted Shares or the right to
receive dividends on the Restricted Shares). These restrictions may lapse separately or in
combination at such times, pursuant to such circumstances, in such installments, or otherwise, as
the Committee determines at the time of the grant of the Award or thereafter.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.3 <U>Forfeiture</U>. Except as otherwise determined by the Committee at the time of the
grant of the Award or thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Shares that is at that time subject to restrictions shall be
forfeited; <I>provided, however</I>, that except as otherwise provided by Section&nbsp;10.6, the Committee may
(a)&nbsp;provide in any Restricted Share Award Agreement that restrictions or forfeiture conditions
relating to Restricted Shares will lapse in whole or in part in the event of terminations resulting
from specified causes, and (b)&nbsp;provide in other cases for the lapse in whole or in part of
restrictions or forfeiture conditions relating to Restricted Shares.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.4 <U>Certificates for Restricted Shares</U>. Restricted Shares granted pursuant to the
Plan may be evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Shares or ADSs are registered in the name of the Participant, certificates
must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to
such Restricted Shares, and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.


<P align="center" style="font-size: 12pt"><B>ARTICLE 7.</B>



<P align="center" style="font-size: 12pt"><B>SHARE APPRECIATION RIGHTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">7.1 <U>Grant of Share Appreciation Rights</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;A Share Appreciation Right may be granted to any Participant selected by the Committee. A
Share Appreciation Right shall be subject to such terms and conditions not inconsistent with the
Plan as the Committee shall impose and shall be evidenced by an Award Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;A Share Appreciation Right shall entitle the Participant (or other person entitled to
exercise the Share Appreciation Right pursuant to the Plan) to exercise all or a specified portion
of the Share Appreciation Right (to the extent then exercisable pursuant to its terms) and to
receive from the Company an amount equal to the product of (i)&nbsp;the excess of (A)&nbsp;the Fair Market
Value of a Share on the date the Share Appreciation Right is exercised over (B)&nbsp;the Fair Market
Value of a Share on the date the Share Appreciation Right was granted and (ii)&nbsp;the number of Shares
or ADSs with respect to which the Share Appreciation Right is exercised, subject to any limitations
the Committee may impose. The Committee shall determine the time or times at which a Share
Appreciation Right may be exercised in whole or in part; <I>provided</I>, that the term of any Share
Appreciation Right granted under the Plan shall not exceed ten years.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.2 <U>Payment and Limitations on Exercise</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Subject to Section&nbsp;7.2(b), payment of the amounts determined under Sections&nbsp;7.1(b) above
shall be in cash, in Shares (based on its Fair Market Value as of the date the Share Appreciation
Right is exercised) or a combination of both, as determined by the Committee in the Award
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;To the extent any payment under Section&nbsp;7.1(b) is effected in Shares, it shall be made
subject to satisfaction of all provisions of Article&nbsp;5 above pertaining to Options.


<P align="center" style="font-size: 12pt"><B>ARTICLE 8.</B>



<P align="center" style="font-size: 12pt"><B>OTHER TYPES OF AWARDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">8.1 <U>Performance Share Awards</U>. Any Participant selected by the Committee may be
granted one or more Performance Share awards which shall be denominated in a number of Shares or
ADSs and which may be linked to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee. In making such determinations,
the Committee shall consider (among such other factors as it deems relevant in light of the
specific type of award) the contributions, responsibilities and other compensation of the
particular Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.2 <U>Performance Share Units</U>. Any Participant selected by the Committee may be granted
one or more Performance Share Unit awards which shall be denominated in unit equivalent of Shares,
ADSs and/or units of value including dollar value of Shares or ADSs and which may be linked to any
one or more of the Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over any period or
periods determined by the Committee. In making such determinations, the Committee shall consider
(among such other factors as it deems relevant in light of the specific type of award) the
contributions, responsibilities and other compensation of the particular Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.3 <U>Share Payments</U>. Any Participant selected by the Committee may receive Share
Payments in the manner determined from time to time by the Committee. The number of shares or ADSs
shall be determined by the Committee and may be based upon the Performance Criteria or other
specific performance criteria determined appropriate by the Committee, determined on the date such
Share Payment is made or on any date thereafter.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.4 <U>Deferred Shares</U>. Any Participant selected by the Committee may be granted an
award of Deferred Shares in the manner determined from time to time by the Committee. The number
of Deferred Shares shall be determined by the Committee and may be linked to the Performance
Criteria or other specific performance criteria determined to be appropriate by the Committee, in
each case on a specified date or dates or over any period or periods determined by the Committee
subject to Section&nbsp;10.6. Shares underlying a Deferred Share award will not be issued until the
Deferred Share award has vested, pursuant to a vesting schedule or performance criteria set by the
Committee. Unless otherwise provided by the Committee, a Participant awarded Deferred Shares shall
have no rights as a Company shareholder with respect to such Deferred Shares until such time as the
Deferred Share Award has vested and the Shares underlying the Deferred Share Award has been issued.
Notwithstanding anything herein to the contrary, any award of Deferred Shares that is subject to
United State income tax shall be structured in a manner that complies with Section&nbsp;409A of the Code
or an available exemption therefrom.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.5 <U>Restricted Share Units</U>. The Committee is authorized to make Awards of Restricted
Share Units to any Participant selected by the Committee in such amounts and subject to such terms
and conditions as determined by the Committee. At the time of grant, the Committee shall specify
the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable,
and may specify such conditions to vesting as it deems appropriate subject to Section&nbsp;10.6. At the
time of grant, the Committee shall specify the maturity date applicable to each grant of Restricted
Share Units which shall be no earlier than the vesting date or dates of the Award and may be
determined at the election of the grantee. On the maturity date, the Company shall, subject to
Section&nbsp;10.5(b) hereof, transfer to the Participant one unrestricted, fully transferable Share for
each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.6 <U>Performance Bonus Awards</U>. Any Participant selected by the Committee may be
granted a cash bonus (a &#147;<U>Performance Bonus Award</U>&#148;) payable upon the attainment of
Performance Goals that are established by the Committee and relate to one or more of the
Performance Criteria or other specific performance criteria determined to be appropriate by the
Committee, in each case on a specified date or dates or over any period or periods determined by
the Committee. Any such Performance Bonus Award paid to a Covered Employee may be a
Performance-Based Award and be based upon objectively determinable bonus formulas established in
accordance with Article&nbsp;9 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.7 <U>Term</U>. Except as otherwise provided herein, the term of any Award of Performance
Shares, Performance Share Units, Share Payments, Deferred Shares or Restricted Share Units shall be
set by the Committee in its discretion.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.8 <U>Exercise or Purchase Price</U>. The Committee may establish the exercise or purchase
price, if any, of any Award of Performance Shares, Performance Share Units, Deferred Shares, Share
Payments or Restricted Share Units; <I>provided, however</I>, that such price shall not be less than the
par value of a Share on the date of grant, unless otherwise permitted by applicable state law.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.9 <U>Exercise upon Termination of Employment or Service</U>. An Award of Performance
Shares, Performance Share Units, Deferred Shares, Share Payments and Restricted Share Units shall
only vest or be exercisable or payable while the Participant is an Employee, Consultant or a member
of the Board, as applicable; <I>provided, however</I>, that the Committee in its sole and absolute
discretion may provide that an Award of Performance Shares, Performance Share Units, Share
Payments, Deferred Shares or Restricted Share Units may vest or be exercised or paid subsequent to
a termination of employment or service, as applicable, or following a Change in Control of the
Company, or because of the Participant&#146;s retirement, death or Disability, or otherwise; <I>provided,
however</I>, that, to the extent required to preserve tax deductibility under Section 162(m) of the
Code, any such provision with respect to Performance Shares or Performance Share Units that are
intended to constitute Qualified Performance-Based Compensation shall be subject to the
requirements of Section 162(m) of the Code that apply to Qualified Performance-Based Compensation.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.10 <U>Form of Payment</U>. Payments with respect to any Awards granted under this Article
8 shall be made in cash, in Shares or a combination of both, as determined by the Committee.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.11 <U>Award Agreement</U>. All Awards under this Article&nbsp;8 shall be subject to such
additional terms and conditions as determined by the Committee and shall be evidenced by an Award
Agreement.


<P align="center" style="font-size: 12pt"><B>ARTICLE 9.</B>



<P align="center" style="font-size: 12pt"><B>PERFORMANCE-BASED AWARDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">9.1 <U>Purpose</U>. The purpose of this Article&nbsp;9 is to provide the Committee the ability to
qualify Awards other than Options and SARs and that are granted pursuant to Articles 6 and 8 hereof
as Qualified Performance-Based Compensation. If the Committee, in its discretion, decides to grant
a Performance-Based Award to a Covered Employee, the provisions of this Article&nbsp;9 shall control
over any contrary provision contained in Articles 6 or 8 hereof; <I>provided, however</I>, that the
Committee may in its discretion grant Awards to Covered Employees that are based on Performance
Criteria or Performance Goals but that do not satisfy the requirements of this Article&nbsp;9.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.2 <U>Applicability</U>. This Article&nbsp;9 shall apply only to those Covered Employees
selected by the Committee to receive Performance-Based Awards. The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner entitle the Participant
to receive an Award for the period. Moreover, designation of a Covered Employee as a Participant
for a particular Performance Period shall not require designation of such Covered Employee as a
Participant in any subsequent Performance Period and designation of one Covered Employee as a
Participant shall not require designation of any other Covered Employees as a Participant in such
period or in any other period.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.3 <U>Procedures with Respect to Performance-Based Awards</U>. To the extent necessary to
comply with the Qualified Performance-Based Compensation requirements of Section&nbsp;162(m)(4)(C) of
the Code, with respect to any Award granted under Articles 6 or 8 hereof which may be granted to
one or more Covered Employees, no later than ninety (90)&nbsp;days following the commencement of any
fiscal year in question or any other designated fiscal period or period of service (or such other
time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in
writing, (a)&nbsp;designate one or more Covered Employees, (b)&nbsp;select the Performance Criteria
applicable to the Performance Period, (c)&nbsp;establish the Performance Goals, and amounts of such
Awards, as applicable, which may be earned for such Performance Period, and (d)&nbsp;specify the
relationship between Performance Criteria and the Performance Goals and the amounts of such Awards,
as applicable, to be earned by each Covered Employee for such Performance Period. Following the
completion of each Performance Period, the Committee shall certify in writing whether the
applicable Performance Goals have been achieved for such Performance Period. In determining the
amount earned by a Covered Employee, the Committee shall have the right to reduce or eliminate (but
not to increase) the amount payable at a given level of performance to take into account additional
factors that the Committee may deem relevant to the assessment of individual or corporate
performance for the Performance Period.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.4 <U>Payment of Performance-Based Awards</U>. Unless otherwise provided in the applicable
Award Agreement, a Participant must be employed by the Company or a Subsidiary on the day a
Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a
Participant shall be eligible to receive payment pursuant to a Performance-Based Award for a
Performance Period only if the Performance Goals for such period are achieved. In determining the
amount earned under a Performance-Based Award, the Committee may reduce or eliminate the amount of
the Performance-Based Award earned for the Performance Period, if in its sole and absolute
discretion, such reduction or elimination is appropriate.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.5 <U>Additional Limitations</U>. Notwithstanding any other provision of the Plan, any
Award which is granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations set forth in Section
162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or
rulings issued thereunder that are requirements for qualification as qualified performance-based
compensation as described in Section&nbsp;162(m)(4)(C) of the Code, and the Plan shall be deemed amended
to the extent necessary to conform to such requirements.


<P align="center" style="font-size: 12pt"><B>ARTICLE 10.</B>



<P align="center" style="font-size: 12pt"><B>PROVISIONS APPLICABLE TO AWARDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">10.1 <U>Stand-Alone and Tandem Awards</U>. Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other
Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards
may be granted either at the same time as or at a different time from the grant of such other
Awards.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.2 <U>Award Agreement</U>. Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award which may include the term of
an Award, the provisions applicable in the event the Participant&#146;s employment or service
terminates, and the Company&#146;s authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind an Award.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.3 <U>Limits on Transfer</U>. No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any
other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee,
no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution. The Committee by express provision in the Award or
an amendment thereto may permit an Award to be transferred to, exercised by and paid to certain
persons or entities related to the Participant, including but not limited to members of the
Participant&#146;s family, charitable institutions, or trusts or other entities whose beneficiaries or
beneficial owners are members of the Participant&#146;s family and/or charitable institutions, or to
such other persons or entities as may be expressly approved by the Committee, pursuant to such
conditions and procedures as the Committee may establish; <I>provided, however, </I>that no such transfer
of an Incentive Stock Option shall be permitted to the extent that such transfer would cause the
Incentive Stock Option to fail to qualify as an &#147;incentive stock option&#148; under Section&nbsp;422 of the
Code. Any permitted transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a
&#147;blind trust&#148; in connection with the Participant&#146;s termination of employment or service with the
Company or a Subsidiary to assume a position with a governmental, charitable, educational or
similar non-profit institution) and on a basis consistent with the Company&#146;s lawful issue of
securities. Notwithstanding the foregoing, in no event shall any Award be transferable by a
Participant to a third party (other than the Company or any successor or acquiring entity) for
consideration.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.4 <U>Beneficiaries</U>. Notwithstanding Section&nbsp;10.3 hereof, a Participant may, in the
manner determined by the Committee, designate a beneficiary to exercise the rights of the
Participant and to receive any distribution with respect to any Award upon the Participant&#146;s death.
A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant
to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable
to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If the Participant is
married and resides in a community property state, a designation of a person other than the
Participant&#146;s spouse as his or her beneficiary with respect to more than 50% of the Participant&#146;s
interest in the Award shall not be effective without the prior written consent of the Participant&#146;s
spouse. If no beneficiary has been designated or survives the Participant, payment shall be made
to the person entitled thereto pursuant to the Participant&#146;s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the Committee.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.5 <U>Share Certificates; Book Entry Procedures</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Notwithstanding anything herein to the contrary, the Company shall not be required to
issue or deliver any certificates evidencing Shares or ADSs pursuant to the exercise of any Award,
unless and until the Board has determined, with advice of counsel, that the issuance and delivery
of such certificates is in compliance with all applicable laws, regulations of governmental
authorities and, if applicable, the requirements of any exchange on which the Shares are listed or
traded. All Share and ADS certificates delivered pursuant to the Plan are subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply
with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and
the rules of any national securities exchange or automated quotation system on which the Shares are
listed, quoted, or traded. The Committee may place legends on any Share or ADS certificate to
reference restrictions applicable to the Shares. In addition to the terms and conditions provided
herein, the Board may require that a Participant make such reasonable covenants, agreements, and
representations as the Board, in its discretion, deems advisable in order to comply with any such
laws, regulations, or requirements. The Committee shall have the right to require any Participant
to comply with any timing or other restrictions with respect to the settlement or exercise of any
Award, including a window-period limitation, as may be imposed in the discretion of the Committee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Notwithstanding any other provision of the Plan, unless otherwise determined by the
Committee or required by any applicable law, rule or regulation, the Company shall not deliver to
any Participant certificates evidencing Shares or ADSs issued in connection with any Award and
instead such Shares or ADSs shall be recorded in the books of the Company (or, as applicable, its
transfer agent or share plan administrator).


<P align="left" style="font-size: 12pt; text-indent: 4%">10.6 <U>Full Value Award Vesting Limitations</U>. Notwithstanding any other provision of
this Plan to the contrary, Full Value Awards made to Employees or Consultants shall become vested
over a period of not less than three years (or, in the case of vesting based upon the attainment of
Performance Goals or other performance-based objectives, over a period of not less than one year)
following the date the Award is made; <I>provided, however, </I>that, notwithstanding the foregoing, Full
Value Awards that result in the issuance of an aggregate of up to 5% of the Shares and ADSs
available pursuant to Section&nbsp;3.1(a) may be granted to any one or more Participants without respect
to such minimum vesting provisions. The foregoing notwithstanding, such Awards may vest on an
accelerated basis in the event of a Participant&#146;s death, disability, or retirement, or in the event
of a Change in Control or other special circumstances. For purposes of this Section&nbsp;10.6, (i)
vesting over a specified period will include periodic vesting over such period, and (ii)&nbsp;a
pre-announced period in which service is required as a condition to the grant of any Award may
count toward the minimum vesting period required under this Section&nbsp;10.6, if so determined by the
Committee.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.7 <U>Paperless Exercise</U>. In the event that the Company establishes, for itself or
using the services of a third party, an automated system for the exercise of Awards, such as a
system using an internet website or interactive voice response, then the paperless exercise of
Awards by a Participant may be permitted through the use of such an automated system.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.8 <U>Exercise for ADSs</U>. With the consent of the Committee and subject to such terms
and conditions as the Committee, in its sole discretion, deems necessary or advisable, an Award may
be exercised for ADSs rather than Shares.


<P align="center" style="font-size: 12pt"><B>ARTICLE 11.</B>



<P align="center" style="font-size: 12pt"><B>CHANGES IN CAPITAL STRUCTURE</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">11.1 <U>Adjustments</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Subject to Section&nbsp;11.1(d) below, in the event of any share dividend, share split,
combination or exchange of shares, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets to shareholders, or any other
change affecting the Shares or ADSs or the share price of the Shares or ADSs, the Committee shall
make such proportionate adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such change with respect to (a)&nbsp;the aggregate number and kind of shares that
may be issued under the Plan (including, but not limited to, adjustments of the limitations in
Sections&nbsp;3.1 and 3.3 hereof); (b)&nbsp;the terms and conditions of any outstanding Awards (including,
without limitation, any applicable performance targets or criteria with respect thereto); and (c)
the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment
affecting an Award intended as Qualified Performance-Based Compensation shall be made consistent
with the requirements of Section 162(m) of the Code.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Subject to Section&nbsp;11.1(d) below, in the event of any transaction or event described in
Section&nbsp;11.1(a) hereof or any unusual or nonrecurring transactions or events affecting the Company,
any affiliate of the Company, or the financial statements of the Company or any affiliate, or of
changes in applicable laws, regulations or accounting principles, the Committee, in its sole and
absolute discretion, and on such terms and conditions as it deems appropriate, either by the terms
of the Award or by action taken prior to the occurrence of such transaction or event and either
automatically or upon the Participant&#146;s request, is hereby authorized to take any one or more of
the following actions whenever the Committee determines that such action is appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to any Award under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;To provide for either (A)&nbsp;termination of any such Award in exchange for an amount of cash,
if any, equal to the amount that would have been attained upon the exercise of such Award or
realization of the Participant&#146;s rights (and, for the avoidance of doubt, if as of the date of the
occurrence of the transaction or event described in this Section&nbsp;11.1 the Committee determines in
good faith that no amount would have been attained upon the exercise of such Award or realization
of the Participant&#146;s rights, then such Award may be terminated by the Company without payment) or
(B)&nbsp;the replacement of such Award with other rights or property selected by the Committee in its
sole discretion;


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;To provide that such Award be assumed by the successor or survivor corporation, or a
parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards
covering the shares of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and prices;


<P align="left" style="font-size: 12pt; text-indent: 12%">(iii)&nbsp;To make adjustments in the number and type of Shares (or other securities or property)
subject to outstanding Awards, and in the number and kind of outstanding Restricted Shares or
Deferred Shares and/or in the terms and conditions of (including the grant or exercise price), and
the criteria included in, outstanding options, rights and awards and options, rights and awards
which may be granted in the future;


<P align="left" style="font-size: 12pt; text-indent: 12%">(iv)&nbsp;To provide that such Award shall be exercisable or payable or fully vested with respect
to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the
applicable Award Agreement; and


<P align="left" style="font-size: 12pt; text-indent: 12%">(v)&nbsp;To provide that the Award cannot vest, be exercised or become payable after such event.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Certain ADS Adjustments</U>. Without limiting the generality of Section&nbsp;11.1 hereof,
in the event that the conversion ratio of ADSs to Shares (currently 1:1) shall be modified by the
Company at any time, the Committee shall make such adjustments to the Plan and any Awards
outstanding thereunder as it deems appropriate and equitable to reflect such modification of the
conversion ratio and preserve the existing economic value of any outstanding Awards.



<P align="left" style="margin-left:8%; font-size: 12pt">(d)&nbsp;In connection with the occurrence of any Equity Restructuring, and
notwithstanding anything to the contrary in Sections&nbsp;11.1(a) and 11.1(b) above:


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;The number and type of securities subject to each outstanding Award and the exercise price
or grant price thereof, if applicable, shall be equitably adjusted. The adjustments provided under
this Section&nbsp;11.1(d) shall be nondiscretionary and shall be final and binding on the affected
Holder and the Company.


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;The Committee shall make such equitable adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate
number and kind of shares that may be issued under the Plan (including, but not limited to,
adjustments of the limitations in Sections&nbsp;3.1 and 3.3 above on the maximum number and kind of
shares which may be issued under the Plan and adjustments of the manner in which shares subject to
Full Value Awards will be counted).


<P align="left" style="font-size: 12pt; text-indent: 4%">11.2 <U>Acceleration Upon a Change in Control</U>. Notwithstanding Section&nbsp;11.1 hereof, and
except as may otherwise be provided in any applicable Award Agreement or other written agreement
entered into between the Company and a Participant, if a Change in Control occurs and a
Participant&#146;s Awards are not converted, assumed, or replaced by a successor entity, then
immediately prior to the Change in Control such Awards shall become fully exercisable and all
forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change in
Control, the Committee may cause any and all Awards outstanding hereunder to terminate at a
specific time in the future, including but not limited to the date of such Change in Control, and
shall give each Participant the right to exercise such Awards during a period of time as the
Committee, in its sole and absolute discretion, shall determine. In the event that the terms of
any agreement between the Company or any Company subsidiary or affiliate and a Participant contains
provisions that conflict with and are more restrictive than the provisions of this Section&nbsp;11.2,
this Section&nbsp;11.2 shall prevail and control and the more restrictive terms of such agreement (and
only such terms) shall be of no force or effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.3 <U>No Other Rights</U>. Except as expressly provided in the Plan, no Participant shall
have any rights by reason of any subdivision or consolidation of shares of any class, the payment
of any dividend, any increase or decrease in the number of shares of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly
provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the
Company of shares of any class, or securities convertible into shares of any class, shall affect,
and no adjustment by reason thereof shall be made with respect to, the number of Shares or ADSs
subject to an Award or the grant or exercise price of any Award.


<P align="center" style="font-size: 12pt"><B>ARTICLE 12.</B>



<P align="center" style="font-size: 12pt"><B>ADMINISTRATION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">12.1 <U>Committee</U>. Unless and until the Board delegates administration of the Plan to a
Committee as set forth below, the Plan shall be administered by the full Board, and for such
purposes the term &#147;Committee&#148; as used in this Plan shall be deemed to refer to the Board. The
Board, at its discretion or as otherwise necessary to comply with the requirements of Section
162(m) of the Code, Rule&nbsp;16b-3 promulgated under the Exchange Act or to the extent required by any
other applicable rule or regulation, shall delegate administration of the Plan to a Committee. The
Committee shall consist solely of two or more members of the Board each of whom is an &#147;outside
director,&#148; within the meaning of Section 162(m) of the Code, a Non-Employee Director and an
&#147;independent director&#148; under the rules of the New York Stock Exchange (or other principal
securities market on which Shares or ADSs are traded). The governance of such Committee shall be
subject to the charter of the Committee as approved by the Board, or the Company&#146;s memorandum and
articles of association, as applicable. Any action taken by the Committee shall be valid and
effective, regardless of whether or not members of the Committee at the time of such action are
later determined not to have satisfied the requirements for membership set forth in this Section
12.1 or otherwise. Notwithstanding the foregoing: (a)&nbsp;the full Board shall conduct the general
administration of the Plan with respect to all Awards granted to Independent Directors and for
purposes of such Awards the term &#147;Committee&#148; as used in this Plan shall be deemed to refer to the
Board and (b)&nbsp;the Committee may delegate its authority hereunder to the extent permitted by Section
12.5 hereof. In its sole discretion, the Board may at any time and from time to time exercise any
and all rights and duties of the Committee under the Plan except with respect to matters which
under Rule&nbsp;16b-3 under the Exchange Act or Section 162(m) of the Code, or any regulations or rules
issued thereunder, are required to be determined in the sole discretion of the Committee.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.2 <U>Support for the Committee</U>. Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member by any officer or
other employee of the Company or any Subsidiary, the Company&#146;s independent certified public
accountants, or any executive compensation consultant or other professional retained by the Company
to assist in the administration of the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.3 <U>Authority of Committee</U>. Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Designate Participants to receive Awards;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Determine the type or types of Awards to be granted to each Participant;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Determine the number of Awards to be granted and the number of Shares or ADSs to which an
Award will relate;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Determine the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any reload provision, any
restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an Award, and accelerations or waivers thereof, any
provisions related to non-competition and recapture of gain on an Award, based in each case on such
considerations as the Committee in its sole discretion determines; <I>provided, however</I>, that the
Committee shall not have the authority to accelerate the vesting or waive the forfeiture of any
Performance-Based Awards;


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;Determine whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Shares, ADSs, other Awards, or
other property, or an Award may be canceled, forfeited, or surrendered;


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;Prescribe the form of each Award Agreement, which need not be identical for each
Participant;


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;Decide all other matters that must be determined in connection with an Award;


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;Establish, adopt, or revise any rules and regulations as it may deem necessary or
advisable to administer the Plan;


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;Interpret the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;Make all other decisions and determinations that may be required pursuant to the Plan or
as the Committee deems necessary or advisable to administer the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.4 <U>Decisions Binding</U>. The Committee&#146;s interpretation of the Plan, any Awards
granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the
Committee with respect to the Plan are final, binding, and conclusive on all parties.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.5 <U>Delegation of Authority</U>. To the extent permitted by applicable law, the
Committee may from time to time delegate to a committee of one or more members of the Board or one
or more officers of the Company the authority to grant or amend Awards to Participants other than
(a)&nbsp;senior executives of the Company who are subject to Section&nbsp;16 of the Exchange Act, (b)&nbsp;Covered
Employees, or (c)&nbsp;officers of the Company (or members of the Board) to whom authority to grant or
amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the
restrictions and limits that the Committee specifies at the time of such delegation, and the
Committee may at any time rescind the authority so delegated or appoint a new delegate. At all
times, the delegate appointed under this Section&nbsp;12.5 shall serve in such capacity at the pleasure
of the Committee.


<P align="center" style="font-size: 12pt"><B>ARTICLE 13.</B>



<P align="center" style="font-size: 12pt"><B>EFFECTIVE AND EXPIRATION DATE</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">13.1 <U>Effective Date</U>. The Plan became effective as of the date on which the Plan was
originally approved by the Company&#146;s shareholders June&nbsp;1, 2006 (the &#147;<U>Effective Date</U>&#148;). The
Plan was deemed to be approved by the shareholders upon the affirmative vote of the holders of a
majority of the shares of the Company present or represented and entitled to vote at a meeting duly
held in accordance with the applicable provisions of the Company&#146;s memorandum and articles of
association.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.2 <U>Expiration Date</U>. The Plan will expire on, and no Award may be granted pursuant
to the Plan after the tenth anniversary of the Effective Date. Any Awards that are outstanding on
the tenth anniversary of the Effective Date shall remain in force according to the terms of the
Plan and the applicable Award Agreement.


<P align="center" style="font-size: 12pt"><B>ARTICLE 14.</B>



<P align="center" style="font-size: 12pt"><B>AMENDMENT, MODIFICATION, AND TERMINATION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">14.1 <U>Amendment, Modification, and Termination</U>. Subject to Section&nbsp;15.14 hereof, with
the approval of the Board, at any time and from time to time, the Committee may terminate, amend or
modify the Plan; <I>provided, however</I>, that (a)&nbsp;to the extent necessary and desirable to comply with
any applicable law, regulation, or stock exchange rule, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as required, and (b)
shareholder approval shall be required for any amendment to the Plan that (i)&nbsp;increases the number
of shares or ADSs available under the Plan (other than any adjustment as provided by Article&nbsp;11
hereof), (ii)&nbsp;permits the Committee to grant Options or SARs with an exercise price that is below
Fair Market Value on the date of grant, (iii)&nbsp;permits the Committee to extend the exercise period
for an Option or SAR beyond ten years from the date of grant or (iv)&nbsp;results in a material increase
in benefits or a change in eligibility requirements. Notwithstanding any provision in this Plan to
the contrary, absent approval of the shareholders of the Company, (I)&nbsp;no Option or SAR may be
amended to reduce the per share exercise price of the shares subject to such Option or SAR below
the per share exercise price as of the date the Award is granted, (II)&nbsp;except as permitted by
Article&nbsp;11 hereof, no Option or SAR may be granted in exchange for, or in connection with, the
cancellation or surrender of an Option or SAR having a higher per share exercise price, and (III)
except as permitted by Article&nbsp;11 hereof, no Award may be granted in exchange for the cancellation
or surrender of an Option or SAR with a per share exercise price that is greater than the Fair
Market Value on the date of such grant or cancellation.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.2 <U>Awards Previously Granted</U>. Except with respect to amendments made pursuant to
Section&nbsp;15.14 hereof, no termination, amendment, or modification of the Plan shall adversely affect
in any material way any Award previously granted pursuant to the Plan without the prior written
consent of the Participant.


<P align="center" style="font-size: 12pt"><B>ARTICLE 15.</B>



<P align="center" style="font-size: 12pt"><B>GENERAL PROVISIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">15.1 <U>No Rights to Awards</U>. No Eligible Individual or other person shall have any claim
to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Eligible Individuals, Participants or any other persons uniformly.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.2 <U>No Shareholders Rights</U>. Except as otherwise provided herein, a Participant shall
have none of the rights of a shareholder with respect to Shares covered by any Award until the
Participant becomes the record owner of such Shares.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.3 <U>Withholding</U>. The Company or any Subsidiary shall have the authority and the
right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, local and foreign taxes (including the Participant&#146;s employment tax
obligations) required by law to be withheld with respect to any taxable event concerning a
Participant arising as a result of this Plan. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold
Shares or ADSs otherwise issuable under an Award (or allow the return of Shares or ADSs) having a
fair market value on the date of withholding equal to the sums required to be withheld.
Notwithstanding any other provision of the Plan, the number of Shares or ADSs which may be withheld
with respect to the issuance, vesting, exercise or payment of any Award (or which may be
repurchased from the Participant of such Award within six months (or such other period as may be
determined by the Committee) after such Shares or ADSs were acquired by the Participant from the
Company) in order to satisfy the Participant&#146;s federal, state, local and foreign income and payroll
tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall be
limited to the number of shares which have a fair market value on the date of withholding or
repurchase equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state, local and foreign income tax and payroll tax purposes that
are applicable to such supplemental taxable income.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.4 <U>No Right to Employment or Services</U>. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate
any Participant&#146;s employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of the Company or any Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.5 <U>Unfunded Status of Awards</U>. The Plan is intended to be an &#147;unfunded&#148; plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an
Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights
that are greater than those of a general creditor of the Company or any Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.6 <U>Indemnification</U>. To the extent allowable pursuant to applicable law, each member
of the Committee or of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in
such action, suit, or proceeding against him or her; <I>provided</I>, he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled pursuant to
the Company&#146;s articles of association, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.7 <U>Relationship to Other Benefits</U>. No payment pursuant to the Plan shall be taken
into account in determining any benefits pursuant to any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to
the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.8 <U>Expenses</U>. The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.9 <U>Titles and Headings</U>. The titles and headings of the Sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of the Plan, rather than
such titles or headings, shall control.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.10 <U>Fractional Shares</U>. No fractional Shares or ADSs shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.11 <U>Limitations Applicable to Section&nbsp;16 Persons</U>. Notwithstanding any other
provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then
subject to Section&nbsp;16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section&nbsp;16 of the Exchange Act (including any amendment to
Rule&nbsp;16b-3 under the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.12 <U>Government and Other Regulations</U>. The obligation of the Company to make payment
of awards in Shares or otherwise shall be subject to all applicable laws, rules, and regulations,
and to such approvals by government agencies as may be required. The Company shall be under no
obligation to register pursuant to the Securities Act, as amended, any of the Shares paid pursuant
to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt from
registration pursuant to the Securities Act, as amended, the Company may restrict the transfer of
such shares in such manner as it deems advisable to ensure the availability of any such exemption.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.13 <U>Governing Law</U>. The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of Delaware.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.14 <U>Section&nbsp;409A</U>. To the extent that the Committee determines that any Award
granted under the Plan is subject to Section&nbsp;409A of the Code, the Award Agreement evidencing such
Award shall incorporate the terms and conditions required by Section&nbsp;409A of the Code. To the
extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section
409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued
after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event
that following the Effective Date the Committee determines that any Award may be subject to Section
409A of the Code and related Department of Treasury guidance (including such Department of Treasury
guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the
Plan and the applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, that the
Committee determines are necessary or appropriate to (a)&nbsp;exempt the Award from Section&nbsp;409A of the
Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award,
or (b)&nbsp;comply with the requirements of Section&nbsp;409A of the Code and related Department of Treasury
guidance.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">2
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<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>exhibit4.htm
<DESCRIPTION>EX-99.4
<TEXT>
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Exhibit&nbsp;&nbsp;EX-99.4
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>Exhibit&nbsp;99.4</B></FONT>



<P align="center" style="font-size: 11pt"><B>WNS (HOLDINGS)&nbsp;LIMITED</B>



<P align="center" style="font-size: 11pt"><B>FORM OF PROXY<BR>
FOR THE EXTRAORDINARY GENERAL MEETING<BR>
To be Held on February&nbsp;13, 2009</B>



<P align="left" style="font-size: 11pt">For use at the Extraordinary General Meeting of the shareholders of WNS (Holdings) Limited (the
&#147;Company&#148;) to be held on Friday, February&nbsp;13, 2009, at 3.00 p.m. and any adjournment thereof.


<P align="left" style="font-size: 11pt">I/We &#091;<I>insert name</I>&#093; ................................................................................................. of &#091;<I>address</I>&#093;
................................................................................................... (BLOCK LETTERS PLEASE), being (a)&nbsp;shareholder(s) of the
Company, hereby appoint(s) the Chairman of the Extraordinary General Meeting or*
<BR>
&#091;<I>insert name</I>&#093; ................................................................................................. of &#091;<I>address</I>&#093; ..................................................................................................
as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the
Company to be held at 3.00 p.m. on Friday, February&nbsp;13, 2009 and at any adjournment thereof or on a
poll in respect of &#091;<I>insert number</I>&#093;** ............................................... ordinary shares in the capital of the
Company.


<P align="left" style="font-size: 11pt">*An alternative proxy may be named if desired &#150; delete as appropriate. A proxy need not be a
shareholder of the Company.


<P align="left" style="font-size: 11pt">&#149;&nbsp;If you appoint more than one proxy, you will need to specify the number of ordinary shares in
respect of which the named proxy is entitled to vote. If you appoint only one proxy you do not
need to specify the number of ordinary shares you hold.


<P align="left" style="font-size: 11pt">I / We direct my / our proxy to vote as follows:-

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 11pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>ORDINARY RESOLUTION</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>FOR</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>AGAINST</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>ABSTAIN</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1. Subject to the consent of the Jersey Financial<BR>
Services Commission, approval of the Company&#146;s<BR>
Amended and Restated 2006 Incentive Award Plan, which<BR>
is substantially as set out in Appendix&nbsp;A to the<BR>
accompanying Proxy Statement.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 11pt">Date: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 11pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
<B>Signature of Shareholder/Authorised Signatory</B>
<BR>
(If you are signing this form as a director or officer of a body corporate or other entity, please
indicate in what capacity you are signing and who you are signing for e.g. &#147;Director of X
Limited&#148;)<B>.</B>


<P align="center" style="font-size: 10pt; display: none">1
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<P align="center" style="font-size: 11pt"><B>NOTES:</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">1.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt">Please indicate with an &#145;X&#146; in the appropriate box how you wish the proxy to vote.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">2.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt">The proxy will exercise his discretion as to how he votes or whether he abstains from
voting:-</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>on the resolution referred to in this Form of Proxy if no instruction is given
in respect of the resolution; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>on any business or resolution considered at the Extraordinary General Meeting
other than the resolution referred to in this Form of Proxy.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">3.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt">To be valid, the instrument appointing a proxy, and any power of attorney or other
authority (e.g. board minutes) under which it is signed (or a notarially certified copy of any
such power or authority), must be deposited at the registered office of the Company at 12
Castle Street, St Helier, Jersey JE2 3RT Channel Islands (attention: Michele Ivory) not less
than 48 hours before the time appointed for the holding of the Extraordinary General Meeting
or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">4.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt">A Form of Proxy executed by a corporation must be either under its common seal or
signed by an officer or attorney duly authorised by the corporation.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">5.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt">In the case of joint holders, the name of all the joint holders should be stated in
the Form of Proxy and all should sign it. Joint holders should elect one of their number to
represent them in person or by proxy in their name. In the absence of such election, the vote
of the holder whose name appears first in order in the Register of Shareholders, whether in
person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
For this purpose, seniority is determined by the order in which the names appear in the
Register of Shareholders.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">6.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt">A proxy may be revoked by: (i)&nbsp;giving the Company notice in writing deposited at the
Company&#146;s registered office (care of Capita Secretaries Limited, 12 Castle Street, St Helier,
Jersey JE2 3RT, Channel Islands (attention: Michele Ivory)) before the commencement of the
Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which
the proxy proposes to vote; (ii)&nbsp;depositing a new Form of Proxy at the Company&#146;s registered
office before the commencement of the Extraordinary General Meeting or any adjournment thereof
or for the taking of a poll at which the proxy proposes to vote (although it should be noted
that the new Form of Proxy will only be a valid proxy, as opposed to being capable of revoking
an earlier Form of Proxy, if deposited not less than 48 hours before the time appointed for
the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at
which the proxy proposes to vote); or (iii)&nbsp;attending in person and voting on a poll.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">7.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt">The Company shall be entitled to reject the instrument appointing a proxy or proxies
if it is incomplete, improperly completed, illegible or where the true intentions of the
appointor are not ascertainable from the instructions of the appointor specified in the
instrument appointing a proxy or proxies.</FONT></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><FONT style="font-size: 10pt">8.</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-size: 10pt"></FONT><FONT style="font-size: 11pt">Facsimile or email copies of this Form of Proxy will <B>not </B>be accepted.</FONT></TD>
</TR>

</TABLE>


<P align="center" style="font-size: 11pt"><FONT style="font-size: 8pt"><U><B>FOR OFFICE USE ONLY</B></U></FONT>



<P align="left" style="font-size: 8pt"><B>Register No</B>


<P align="left" style="font-size: 8pt"><B>Holding</B>



<P align="center" style="font-size: 10pt; display: none">2


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<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>exhibit5.htm
<DESCRIPTION>EX-99.5
<TEXT>
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Exhibit&nbsp;&nbsp;EX-99.5
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 15pt"><B>Deutsche Bank Trust Company Americas</B>
</FONT><BR>
<FONT style="font-size: 6pt">Trust and Securities Services
<BR>
Global Equity Services
</FONT>

<P align="left" style="font-size: 6pt; text-indent: 35%"><FONT style="font-size: 7.5pt">
</FONT>
<DIV align="center">
<TABLE style="font-size: 7.5pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="21%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="76%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 7.5pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt"><B><I>DEPOSITARY RECEIPTS</I></B></FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 9pt">January&nbsp;12, 2009</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD colspan="3" valign="top" align="left"><FONT style="font-size: 9pt"><B><I>Depositary&#146;s Notice of Extraordinary General Meeting of Shareholders of WNS (Holdings) Limited:</I></B></FONT><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Issue:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 9pt"><B>WNS (Holdings) Limited / Cusip 92932M101</B></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Country:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 9pt"><B>Jersey</B></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Meeting Details:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 9pt"><B>Extraordinary General Meeting of Shareholders for WNS (Holdings) Limited on<BR>
Friday, February&nbsp;13, 2009 at 3.00 pm (Local Time) at 12 Castle Street, St Helier,<BR>
Jersey JE2 3RT, Channel Islands</B></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Meeting Agenda:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 9pt"><B>The Company&#146;s Notice of Meeting including the Agenda of the Extra ordinary<BR>
General Meeting is attached</B></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Voting Deadline:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 9pt"><B>On or before February&nbsp;5, 2009 at 3:00 PM (New York City time)</B></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">ADR Record Date:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 9pt"><B>January&nbsp;12, 2009</B></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 9pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="font-size: 9pt">Ordinary :ADR ratio</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-size: 9pt"><B>1 Ordinary Share : 1 ADS</B></FONT></TD>
</TR>
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</TABLE>
</DIV>


<P align="left" style="font-size: 9pt"><B>Holders of WNS (Holdings) Limited American Depositary Receipts (ADSs) are hereby notified of an
Extra ordinary General Meetings of Shareholders of WNS (Holdings) Limited (the &#147;Company&#148;) to be
held on February&nbsp;13, 2009. A copy of the Notice of Meeting from the Company, which includes the
agenda can be found on the following website </B><U><B>www.wnsgs.com</B></U><B>.</B>


<P align="left" style="font-size: 9pt"><B>You may also obtain a paper copy of the Notice of Meeting from the Company, which includes the
agenda, free of charge, by sending a written request to WNS registered office at 12 Castle Street,
St Helier, Jersey JE2 3RT, Channel Islands, or by sending an email to</B>
<U><B>ssd@capitaregistrars.com</B></U><B>, attention: Michele Ivory</B>.


<P align="left" style="font-size: 9pt"><B>Holders of record of ADSs as of the close of business on the ADS Record Date will be entitled to
those voting rights as outlined in the Deposit Agreement between the Company and Deutsche Bank
Trust Company Americas, as Depositary (&#147;the Deposit Agreement&#148;).</B>


<P align="left" style="font-size: 9pt"><B>As soon as practicable after receipt of notice of any meeting at which the holders of Shares are
entitled to vote, or of solicitation of consents or proxies from holders of Shares or other
Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or
solicitation of such consent or proxy. The Depositary shall, if requested by the Company in
writing in a timely manner (the Depositary having no obligation to take any further action if the
request shall not have been received by the Depositary at least 21&nbsp;days prior to the date of such
vote or meeting), at the Company&#146;s expense and provided no U.S. legal prohibitions exist, mail by
ordinary, regular mail delivery or by electronic transmission (if agreed by the Company and the
Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of
the ADS Record Date: (a)&nbsp;such notice of meeting or solicitation of consent or proxies; (b)&nbsp;a
statement that the Holders as of the ADS Record Date will be entitled, subject to any applicable
law, the Company&#146;s Memorandum and Articles of Association and the provisions of or governing the
Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the
Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to
the Shares or other Deposited Securities represented by such Holder&#146;s ADSs; and (c)&nbsp;a brief
statement as to the manner in which such instructions may be given.</B>


<P align="left" style="font-size: 9pt"><B>Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of
voting instructions, the Depositary shall endeavor, insofar as practicable and permitted under
applicable law and the provisions of the Deposit Agreement, the Company&#146;s Memorandum and Articles
of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to
vote the Shares and/or other Deposited Securities represented by ADSs held by such Holder in
accordance with such instructions.</B>


<P align="left" style="font-size: 9pt"><B>Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as
to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such
written instructions from Holders. Shares or other Deposited Securities represented by ADSs for
which no specific voting instructions are received by the Depositary from the Holder shall not be
voted.</B>


<P align="left" style="font-size: 9pt"><B>Notwithstanding the above, save for applicable provisions of Jersey law, and in accordance with
Section&nbsp;5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry
out any instructions to vote any of the Deposited Securities, or for the manner in which such vote
is cast or the effect of any such vote.</B>


<P align="left" style="font-size: 9pt"><FONT style="font-size: 8pt"><B><I>For further information, please contact:</I></B>
</FONT>

<P align="left" style="font-size: 8pt"><B><I>Duewa Brooks</I></B>
<BR>
<B><I>Depositary Receipts</I></B>
<BR>
<B><I>212 250 1305 phone</I></B>
<BR>
<B><I>212 797 0327 fax</I></B>



<P align="center" style="font-size: 10pt; display: none">


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<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>7
<FILENAME>exhibit6.htm
<DESCRIPTION>EX-99.6
<TEXT>
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Exhibit&nbsp;&nbsp;EX-99.6
</TITLE>
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 9.5pt"><B>Exhibit&nbsp;99.6</B></FONT>



<P align="left" style="font-size: 9.5pt"><FONT style="font-size: 10pt"><B>THE FOLLOWING PROXY CARD RELATES TO THE EXTRAORDINARY GENERAL MEETING OF THE ORDINARY
SHAREHOLDERS OF WNS (HOLDINGS)&nbsp;LIMITED AND IS BEING SENT TO THE HOLDERS OF WNS (HOLDINGS)&nbsp;LIMITED
AMERICAN DEPOSITARY SHARES PURSUANT TO THE DEPOSIT AGREEMENT AMONG WNS (HOLDINGS)&nbsp;LIMITED, DEUTSCHE
BANK TRUST COMPANY AMERICAS AS DEPOSITARY, AND THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED THEREUNDER.</B>
</FONT>

<P align="center" style="font-size: 10pt"><B>WNS (HOLDINGS)&nbsp;LIMITED</B>



<P align="right" style="font-size: 10pt"><I>Extraordinary General Meeting of Shareholders</I>



<P align="left" style="font-size: 10pt"><B>Ordinary resolution presented for consideration at the Extraordinary</B>
<BR>
<B>General Meeting of Shareholders on February&nbsp;13, 2009</B>


<P align="left" style="font-size: 10pt; text-indent: 3%"><FONT style="font-size: 9pt">
</FONT>

<P align="left" style="font-size: 9pt; text-indent: 39%"><B>Vote</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>For</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Against</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Abstain</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Subject to the consent of the Jersey<BR>
Financial Services Commission, approval of<BR>
the Company&#146;s Amended and Restated 2006<BR>
Incentive Award Plan, which is<BR>
substantially as set out in Appendix&nbsp;A to<BR>
the accompanying Proxy Statement.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
<BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
<BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
<BR></TD>
</TR>
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</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">Date: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 10pt; text-indent: 26%"><FONT style="font-size: 9pt">
</FONT>

<P align="left" style="font-size: 9pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
<I>(Signature)</I>



<P align="center" style="font-size: 10pt; display: none">


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