X0306 4 2017-01-30 0 0001297989 ExlService Holdings, Inc. EXLS 0001465521 Chhibbar Vishal 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 EVP & CFO Common Stock, par value $0.001 per share 2017-01-30 4 A 0 10524 A 14494 D Common Stock, par value $0.001 per share 2017-01-30 4 F 0 4433 46.45 D 10061 D The reporting person's shares of common stock, par value $0.001 per share (the "Common Stock") reported in this report were earned pursuant to the performance restricted stock units ("PRSUs") of ExlService Holdings, Inc. (the "Company") granted on February 13, 2014 and voluntarily reported in a Form 4 filed on February 18, 2014. The reporting person's shares of Common Stock reported in this report were deemed earned on January 30, 2017 based on the Compensation Committee of the Board of Directors administering the award certifying the achievement of performance targets applicable to the PRSUs for the performance period ending on December 31, 2016. Pursuant to the agreement governing the grant of the PRSUs and pursuant to the Company's 2006 Omnibus Award Plan, pursuant to which such PRSUs were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day, January 27, 2017 in this case, is used for purposes of computing tax reporting and withholding.. Mr. Oseni is the Company's Head of Administration and Accounts. /s/ Lazbart Oseni, Attorney-in-Fact 2017-02-01