Bajaj Auto Limited — Proxy Solicitation & Information Statement 2024

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29 July 2024

To, To, Corporate Relations Department Corporate Listing Department BSE Limited National Stock Exchange of India Ltd. 1[st] Floor, New Trading Ring Exchange Plaza, 5[th] Floor Rotunda Building, P J Tower Plot No.C-1, G Block Dalal Street Bandra-Kurla Complex Mumbai 400 001 Bandra (East), Mumbai 400 051 BSE Code: 532977 NSE Code: BAJAJ-AUTO

Dear Sir/Madam,

Sub: Submission of Notice of Postal Ballot

The Board of Directors at its meeting held on 16 July 2024 had, inter-alia, approved the Postal Ballot Notice for seeking approval of members of the Company on the Special Resolution for appointment of Dr. Sangita Reddy (DIN: 00006285) as a Non-executive Independent Director of the Company for a term of five consecutive years with effect from 16 July 2024.

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Postal Ballot Notice, together with Explanatory Statement sent to the members of the Company through electronic mode whose names appeared on the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Company’s Registrar and Share Transfer Agent viz., KFin Technologies Limited / Depository(ies) / Depository Participants as on Friday, 19 July 2024, i.e., Cut-off date.

The Company has completed dispatch of the said Postal Ballot Notice dated 16 July 2024 on 29 July 2024.

The remote e-voting shall commence on Thursday, 1 August 2024 at 09:00 a.m. IST and end on Friday, 30 August 2024 at 05:00 p.m. IST. The Company has engaged the services of KFin Technologies Limited for the purpose of remote e-voting facility to its members.

This is for your information please.

Thanking you,

Yours faithfully, For Bajaj Auto Limited

RAJIV Digitally signed by RAJIV NATVARLAL NATVARLAL GANDHI Date: 2024.07.29 GANDHI 17:13:19 +05'30' Rajiv Gandhi Company Secretary & Compliance Officer ACS 11263

Encl: As above

Registered Office Akurdi Pune 411035 India

CIN L65993PN2007PLC130076

BAJAJ AUTO LIMITED

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CIN:L65993PN2007PLC130076 Registered Office: Bajaj Auto Limited Complex, Mumbai-Pune Road, Akurdi, Pune - 411 035 Tel: 020-66104481 Fax: 020-27407380 E-mail: [email protected] Website: www.bajajauto.com

NOTICE OF POSTAL BALLOT

[PURSUANT TO SECTIONS 108 AND 110 OF THE COMPANIES ACT, 2013 READ WITH RULES 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014]

Dear Members,

NOTICE is hereby given that the resolution set out below is proposed for approval by the members of Bajaj Auto Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Sections 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020,10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended, from time to time).

The Explanatory Statement pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolution mentioned in this Notice of Postal Ballot (“Notice”) and additional information as required under the Listing Regulations is also attached.

SPECIAL BUSINESS:

Item No. 1

Appointment of Dr. Sangita Reddy (DIN: 00006285) as a Non-executive Independent Director of the Company for a term of five consecutive years with effect from July 16, 2024.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “Act”), the Rules made thereunder read with Schedule IV to the Act and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) and amendments thereto (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Dr. Sangita Reddy (DIN: 00006285), who was appointed as an Additional Director (Non-executive Independent Director) by the Board of Directors of the Company with effect from July 16, 2024, in terms of the provisions of Section 161(1) of the Act and the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee and who has submitted a declaration that she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for being appointed as an Independent Director along with her consent to act as such and in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Act in the prescribed manner from a Member proposing her candidature for the office of the Director, be and is hereby appointed as a Non-executive Independent Director of the Company, not liable to retire by rotation, for a consecutive period of five years, effective from July 16, 2024 up to July 15, 2029.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197, Schedule V and other applicable provisions of the Act and the Rules made thereunder, Dr. Sangita Reddy be paid such fees and remuneration and commission as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee(s) thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

By order of the Board of Directors For Bajaj Auto Limited

Place : Pune Date : July 16, 2024

Sd/- Rajiv Gandhi Company Secretary Membership No. A11263

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NOTES:

1. The Explanatory Statement pursuant to provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution, is annexed hereto and forms part of this Notice. It also contains the relevant details, pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India.

2. In terms of the MCA Circulars, this Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or the Registrar and Share Transfer Agent (“RTA”) or with the Depository(ies) / Depository Participants and whose name appears in the Register of Members / List of Beneficial Owners as on the cut-off date, i.e., Friday, July 19, 2024 (end of day). The Notice is also uploaded on the website of the Company at www.bajajauto.com , website of the e-voting service provider, i.e., KFin Technologies Limited (“KFin”) at https://evoting.kfintech.com and on the websites of National Stock Exchange of India Limited, viz., www.nseindia.com and BSE Limited, viz., www.bseindia.com All the members of the Company as on the cut-off date shall be entitled to vote in accordance with the process specified in this Notice. Any person who is not a member on the cut-off date shall treat this Notice for information purpose only.

As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.

The Company hereby requests all its members to register their email address, if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through email.

1. In accordance with the MCA Circulars, the relevant document(s) referred to in this Postal Ballot Notice are accessible for inspection through electronic mode, on the website of the Company at https://www.bajajauto.com/investors/miscellaneous

2. The Securities and Exchange Board of India (“SEBI”) has mandated that any service request from members holding securities in physical mode shall be entertained only upon registration of the PAN & KYC details in specified forms, viz., Form ISR-1 (registration of PAN, KYC details (including email address) or changes / updation) and Form ISR-2 (specimen signature). The members are encouraged, in their own interest to provide choice of nomination in Form SH-13 (registration of nomination) / Form ISR-3 (opting out of nomination).

The said Forms are available on the website of the Company at https://www.bajajauto.com/investors/miscellaneous and on the website of the RTA, i.e., KFin Technologies Limited (“KFin”) at https://ris.kfintech.com/clientservices/isc/isrforms.aspx

Members have an option to submit the aforesaid Forms duly filled and signed along with self-attested copy of the PAN card and such other documents as prescribed in the Forms in person at any of the branches of KFin, details of which are available at https://www.kfintech.com/contact-us/ or submit e-signed Forms online along with requisite documents by accessing the link https://ris.kfintech.com/clientservices/isc/default.aspx# or physical forms can be sent through post at following address:

KFin Technologies Limited

Unit: Bajaj Auto Limited Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India - 500 032.

Members holding shares in dematerialised mode, who have not registered / updated their aforesaid details are requested to register / update the same with their respective Depository Participants (“DPs”).

1. In compliance with the provisions of Sections 108 and 110 of the Act read with the Rules, SS-2 and Regulation 44 of the Listing Regulations, as amended, the Company is providing remote e-voting (“e-voting”) facility to the members to exercise votes on the e-voting platform provided by KFin to enable them to cast their votes electronically instead of dispatching the Postal Ballot form.

2. The Board of Directors at its meeting held on July 16, 2024 has appointed Shri Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587, CP No. 572) as the Scrutiniser to scrutinise the Postal Ballot process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

3. The e-voting shall commence on Thursday, August 1, 2024 at 9:00 a.m. (IST) and end on Friday, August 30, 2024 at 5:00 p.m. (IST). The e-voting module shall be disabled by KFin for e-voting thereafter. During this period, the members of the Company holding shares as on the cut-off date, i.e., Friday, July 19, 2024 (end of day), may cast their vote by electronic means in the manner given below. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

4. The Scrutiniser shall, after conclusion of the e-voting period, prepare report of the votes cast in favour or against, if any, and submit the same to the Chairman or Managing Director & CEO of the Company. Results of the e-voting will be declared by placing the same along with the Scrutiniser’s report on the Company’s website, viz., www.bajajauto.com as well as on the website of KFin viz., https://evoting.kfintech.com and will also be communicated to the stock exchanges within two working days of conclusion of the e-voting period, i.e., on or before Tuesday, September 3, 2024.

Subject to receipt of requisite number of votes, the resolution mentioned in the Notice shall be deemed to be passed on Friday, August 30, 2024, i.e., the last day of the e-voting period.

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1. The details of the process and manner for remote e-voting are explained herein below:

Login method for remote e-voting for Individual shareholders holding securities in demat mode:

Pursuant to Section VI-C of the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 pertaining to “e-voting facility provided by Listed Companies”, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (“ESP”) thereby facilitating not only seamless authentication but also ease and convenience of participating in e-voting process.

Shareholders are advised to update their mobile number and email address with their DPs in order to access e-voting facility. I. Login method for Individual shareholders holding securities in demat mode is given below:

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B. Users who have not opted for Easi / Easiest:

Option to register for Easi / Easiest is available at www.cdslindia.com Proceed with completing the required fields. After successful registration, please follow the steps given above to cast your vote.

C. By visiting the e-voting website of CDSL:

1. The user can directly access e-voting page by providing demat account number and PAN number from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile & email id as recorded in the Demat Account.

2. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and will also be able to directly access the system of e-voting service provider, i.e., KFin .

Individual shareholders (holding 1. Shareholders can also login using the login credentials of their demat account securities in demat mode) through their Depository Participant registered with NSDL / CDSL for e-voting logging through their depository facility. Once logged-in, you will be able to see e-voting option. participants 2. Once you click on e-voting option, you will be redirected to NSDL / CDSL depository site after successful authentication, wherein you can see e-voting feature.

1. Click on option available against Company name or e-voting service provider, i.e., KFin and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period.

Important Note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode who need assistance for any technical issues related to login through Depository, i.e., NSDL and CDSL:

Members facing any technical issue - NSDL Members facing any technical issue – CDSL Members facing any technical issue in login can contact Members facing any technical issue in login can NSDL helpdesk by sending a request at [email protected] contact CDSL helpdesk by sending a request at or call on toll free no.: 022 - 4886 7000. [email protected] or contact on 1800 22 55 33.

II. Login method for remote e-voting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

• i. Initial password is provided in the body of the email.

• ii. Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.

• iii. Enter the login credentials, i.e., User ID and Password mentioned in your email. Your Folio No. / DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and Password for casting your votes.

• iv. After entering the correct details, click on LOGIN.

• v. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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• vi. You need to login again with the new credentials.

• vii. On successful login, the system will prompt you to select the EVENT, i.e., Bajaj Auto Limited.

• viii. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting / dissenting to the resolution, enter all shares and click “FOR” / “AGAINST” as the case may be or partially in “FOR” and partially in “AGAINST”, but the total number in “FOR” and / or

• “AGAINST” taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option “ABSTAIN”, in which case, the shares held will not be counted under either head.

• ix. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.

• x. Cast your votes by selecting an appropriate option and click on “SUBMIT”. A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

• xi. Corporate / Institutional members (i.e., other than Individuals, HUF, NRI, etc.) are required to send scanned image (PDF / JPG format) of certified true copy of relevant board resolution / authority letter, etc., together with attested specimen signature of the duly authorised signatory(ies) who is / are authorised to vote, to the Scrutinizer through email at [email protected] and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘BAL_EVENT No.’

• xii. In case of any queries / grievances, you may refer the Frequently Asked Questions (FAQs) for members and e-voting user manual available at the “download” section of https://evoting.kfintech.com or call KFin on 1800 309 4001 (toll free).

• xiii. A member need not use all his / her / its votes, nor does he / she / it need to cast all his / her / its votes in the same way.

In case of a member who hold shares and who had not registered their email id, as on the cut-off date, i.e., Friday, July 19, 2024, may participate in the e-voting by registering their email id by following the instructions mentioned at Note No. 4. Post registration, such member may request for User ID and Password for e-voting by sending an email to [email protected] through his / her registered email id to obtain the same.

Members may also reach out to Mr. Mohd. Mohsin Uddin - Senior Manager, KFin at [email protected] / [email protected] or Shri Rajiv Gandhi - Company Secretary, at [email protected] or at (020) 66104481.

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EXPLANATORY STATEMENT

In terms of the provisions of Section 102 of the Companies Act, 2013 (“the Act”), Secretarial Standard on General Meetings (“SS-2”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the following statement sets out the material facts regarding the item included in this Postal Ballot Notice:

Item No. 1

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on July 16, 2024 has approved the appointment of Dr. Sangita Reddy (DIN: 00006285) as an Additional Director (Non-Executive Independent Director) of the Company, in terms of the provisions of Section 161(1) of the Act and the Articles of Association of the Company. The Board of Directors has also approved the tenure of her office as a Non-Executive Independent Director for five consecutive years with effect from July 16, 2024 up to July 15, 2029 in terms of the provisions of Section 149 read with Schedule IV to the Act and Listing Regulations or any amendment thereto or modification thereof, subject to approval of the members of the Company.

Dr. Sangita Reddy has given a declaration to the Board that she meets the criteria of independence as provided in Section 149(6) of the Act and Regulations 16 & 25 of the Listing Regulations and towards inclusion of her name in the data bank of Independent Directors.

The Company has also received:

• (i) the consent in writing to act as a Director of the Company;

• (ii) intimation that she is not disqualified under Section 164(2) of the Act and

• (iii) a declaration to the effect that she is not debarred from holding the office of Director pursuant to any order issued by the Securities and Exchange Board of India (“SEBI”) or any such authority.

In terms of proviso to sub-section (5) of Section 152 read with Schedule IV to the Act, the Board of Directors is of the opinion that Dr. Sangita Reddy fulfils the conditions specified in the Act and the rules made thereunder as also the applicable provisions of Listing Regulations for her appointment as an Independent Director and is independent of the Management.

After taking into consideration the recommendation of the Nomination and Remuneration Committee, the Board is of the opinion that Dr. Sangita Reddy possesses the requisite skills, experience, knowledge and capabilities required for the role of Independent Director, which would be of immense benefit to the Company and hence recommend her appointment as an Independent Director of the Company not liable to retire by rotation for a period of five consecutive years effective from July 16, 2024 up to July 15, 2029 for approval of the members of the Company.

The brief profile and other details of the appointee in terms of Regulation 36(3) of the Listing Regulations and SS-2 are given below:

Brief Profile:

Dr. Sangita Reddy is a distinguished Global Healthcare Leader, a pioneering Indian Entrepreneur and a compassionate Humanitarian with over 30 years of experience. She currently holds the position of Joint Managing Director of Apollo Hospitals Enterprise Limited - an esteemed healthcare group renowned as the largest and most trusted of its kind in Asia. Furthermore, in the year of India's G20 Presidency, she was appointed as the Chairperson of G20 Empower India and continues to lead G20 EMPOWER for India. She was also the former President of The Federation of Indian Chambers of Commerce and Industry (FICCI). Additionally, she is the Chairperson of BRICS Women’s Business Alliance, India.

As a founding team member of Apollo Hospital, Dr. Sangita Reddy has been a driving force behind numerous groundbreaking initiatives and has been fervently determined to revolutionize the healthcare system by utilizing cutting-edge technology, thus enabling universal access to healthcare. Dr. Reddy has been appointed to the Board of Joint Commission Resources, Inc. (JCR), a renowned authority for healthcare organizations. Bringing her global expertise to the table, Dr. Reddy aims to elevate healthcare safety and excellence not only in the United States but also across various nations.

A firm believer in the potential of leveraging technology in a holistic manner, Dr. Sangita Reddy is focused on setting benchmarks in futuristic health care projects enabling IOT, AI, Data analytics, Drone technology and Block chain. A driving force behind the adoption of innovation and foundational technological building blocks like PHR, the Telemedicine platforms which have successfully evolved into Apollo 24/7 a patient centric digital healthcare platform. It is under her leadership that Apollo Hospitals has received three consecutive HiMSS-Elsevier ICT achievement awards and four hospitals have achieved the HiMSS Level-6 certification. Apollo Hospitals Hyderabad has emerged as Asia’s first Health City.

As a preeminent policy influencer and reformist, Dr. Sangita Reddy has been actively engaged in collaboration with governments and industry bodies on a spectrum of public health and policy development matters. She was appointed to the CSIR overarching committee, where she works in close proximity to the Indian scientific and research community in order to hasten the application of science for the benefit of the nation in various ways, ranging from economic prosperity to social wellbeing and healthcare. Dr. Reddy has been successful in advocating and promulgating policy reforms and her insights have been sought after on various international healthcare forums, including the World Health Congress. Additionally, as a member of the Rockefeller Working Group, she has contributed significantly to the advancement of the private sector's role in the global healthcare industry.

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Committed to the establishment of a more comprehensive public and private healthcare system in the nation, one of Dr. Sangita Reddy's initiatives has been Apollo Clinics, which aspires to create a series of tech-driven primary care clinics throughout urban and rural India. She is also Chairman at Apollo Knowledge, an educational venture devoted to the formation of healthcare human capital for the future, as well as the head of Apollo Philanthropy, an umbrella association embracing the “Save a Child's Heart Initiative”, SAHI, CURE and the Billion Hearts Beating Foundation, Total Health - an exceptional amalgamated rural health model, with a concentration in public and private sectors. To commemorate her unwavering efforts and resolute dedication to the transformation of healthcare, the development of Health IT and her vigorous promotion of multiple initiatives in both India and overseas, Dr. Reddy has been granted an Honorary Doctorate by Macquarie University, Australia. In addition, she has been appointed as the Honorary Consul of Brazil in Hyderabad by the Government of India and was previously a member of the World Economic Forum. She has been the recipient of numerous prestigious awards for business and leadership and is ranked by Business Today as most powerful women in business - 2022.

Other details:

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In terms of the provisions of Regulations 17(1C) and 25(2A) of the Listing Regulations, the Company is required to obtain approval of the shareholders for appointment of a person on the Board of Directors at the next general meeting or within a period of three months from the date of appointment, whichever is earlier, through a special resolution.

A notice in writing in the prescribed manner as required by Section 160 of the Act, as amended and the rules made thereunder, has been received by the Company, from a member proposing her candidature for the office of the Director. Accordingly, the approval of the members is sought for appointment of Dr. Sangita Reddy as an Independent Director of the Company.

A copy of the draft letter for the appointment of Dr. Sangita Reddy as an Independent Director setting out the terms & conditions of appointment is available at the Company’s website https://www.bajajauto.com/investors/miscellaneous for inspection through electronic mode.

None of the Directors or Key Managerial Personnel or their relatives, except Dr. Sangita Reddy is directly or indirectly concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.

The Board recommends the Special Resolution set out at Item No. 1 of this Notice for approval of the members.

By order of the Board of Directors For Bajaj Auto Limited

Sd/-

Place : Pune Date : July 16, 2024

Rajiv Gandhi Company Secretary Membership No. A11263

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