NOTICE. 7. To authorise the Board of Directors to fix the remuneration of joint statutory auditors of the Company for the years onwards.

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1 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED (CIN: U66010PN2001PLC015329) Registered office: Bajaj Allianz House, Airport Road, Yerawada, Pune Website: ID: Tel.: (+91 20) Fax: (+91 20) NOTICE NOTICE is hereby given that the 18 th Annual General Meeting of the Shareholders of Bajaj Allianz General Insurance Company Limited will be held on Wednesday, 18 July 2018 at 1:45 p.m. at the Board Room, 6 th Floor, Bajaj Finserv Limited Corporate Office, Viman Nagar, Pune to transact the following business: Ordinary Business: 1. To consider and adopt the Audited Balance Sheet as at 31 March 2018, Revenue Accounts, the Profit & Loss Account, Schedules thereto and Notes to Accounts for the year ended 31 March 2018 and the Directors' and Auditors' Reports thereon. 2. To declare dividend. 3. To appoint a Director in place of Rahul Bajaj (DIN ), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Ranjit Gupta (DIN ), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment. 5. To appoint a Director in place of Dipak Poddar (DIN ), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment. 6. To appoint S R Batliboi & Co. LLP, Chartered Accountants (Firm Registration No E/E300005), as Joint Statutory Auditors of the Company for the period commencing from the conclusion of 18 th Annual General Meeting till the conclusion of the 23 rd Annual General Meeting and authorise the Board of Directors to fix their remuneration for the years onwards. 7. To authorise the Board of Directors to fix the remuneration of joint statutory auditors of the Company for the years onwards. Special Business: 8. Approval of Bajaj Finserv Limited Employee Stock Option Scheme To consider and, if thought fit, to pass the following resolution, with or without modifications, as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 67(3)(b) and all other applicable provisions, if any, of the Companies Act, 2013, the rules thereunder, the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (hereinafter referred 1 P age

2 as SEBI Regulations ), including any statutory modification(s) or re-enactment thereof, for the time being in force and subject to such other approvals (including necessary approval of shareholders of Bajaj Finserv Limited), permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company in its sole discretion (hereinafter referred to as the Board', which expression shall also include any committee constituted by the Board for this purpose including Nomination and Remuneration ), approval of the Company be and is hereby accorded to the Bajaj Finserv Limited Employee Stock Option Scheme (BFS- ESOS) for the benefit of such person(s), who are the permanent employees or Directors of the Company as may be permissible under the SEBI Regulations (hereinafter referred as Employees ) as may be decided by the Board, providing for stock options to be granted by Bajaj Finserv Limited (BFS) which will be convertible into equity shares of BFS on such terms and conditions including the price as the Board may decide in accordance with the BFS-ESOS and the SEBI Regulations or other provisions of the law as may be prevailing at the relevant time. RESOLVED FURTHER THAT consent of the shareholders be and is hereby given for providing loan / financial assistance by the Company to the trust formed for implementation of the BFS-ESOS, on such terms as the Board may think fit, to enable the trust to subscribe to or purchase the equity shares of BFS. RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to do all other acts, deeds, matters and things as are necessary to give effect to the above resolution and with power on behalf of the Company to settle any questions or difficulties that may arise without requiring the Board to secure any further consent or approval of the shareholders of the Company in this respect. By Order of the Board of Directors For Bajaj Allianz General Insurance Company Limited Sd/- Onkar Kothari Company Secretary & Compliance Officer Pune, 15 May 2018 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE TIME OF COMMENCEMENT OF THE MEETING. 2. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company. Further, a member holding more than ten percent of the total share capital of the Company carrying 2 P age

3 voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or member. 3. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days written notice is given to the Company. 4. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 forms part of this Notice. 5. Brief profile of the Directors seeking re-appointment at the Annual General Meeting is annexed to the Notice. 6. Subject to the provisions of Section 126 of the Companies Act, 2013, dividend on equity shares, if declared at the Annual General Meeting, will be paid to the shareholders holding shares as on the date of the Annual General Meeting. 7. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170(1) of the Companies Act, 2013 is available for inspection by the s at the Registered Office and the same will be open for inspection at the meeting. 8. The Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013 is available for inspection by the s at the Registered Office and the same will be open for inspection at the meeting. 9. Corporate members are requested to send in advance, duly certified copy of the Board Resolution/Power of Attorney authorising their representative to attend the meeting. 10. Documents referred to in the Notice will be kept open for inspection by the members at the registered office of the Company from Monday to Friday from a.m. to 1.00 p.m., except holidays, up to the date of the meeting and also at the meeting. 11. Route map including prominent land mark for easy location of the place of the meeting is also enclosed to the Notice. 3 P age

4 Annexure to the Notice Brief profile of the Directors seeking re-appointment at the Annual General Meeting pursuant to Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India Item No. 3 of the Notice Rahul Bajaj Rahul Bajaj (DIN: ) is the non-executive Director of the Company, liable to retire by rotation pursuant to the provisions of the Companies Act, He retires at this Annual General Meeting and, being eligible, has offered himself for re-appointment. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act. In respect of re-appointment of Rahul Bajaj referred to in item no. 2 of the notice, following necessary disclosures are made for the information of the Shareholders: Rahul Bajaj, aged 80 years, is an Honours Graduate in Economics and holds a Bachelor s degree in Law and a Master s degree in Business Administration from Harvard Business School, U.S.A. He is considered as one of the most successful business leaders of India and heads the Bajaj Group of Companies. He was awarded the 'Padma Bhushan' by the President of India in March He has immense experience, among others, in the auto and financial services sectors. Date of first appointment on the Board: 19 September 2000 Details of remuneration to be paid / last drawn: Nil Shareholding in the Company: Jointly holds 100 equity shares with Bajaj Finserv Limited Relationship with other Directors, Managers and other Key Managerial Personnel (KMP): He is related to Sanjiv Bajaj, Director of the Company. Number of Meetings of the Board attended during FY2018: 4/5 Directorships and positions held in other companies: Other directorships: Sr. Name of company No. 1 Bajaj Allianz Life Insurance Company Limited 2 Bajaj Auto Limited 3 Bajaj Electoral Trust 4 Bajaj Finance Limited 5 Bajaj Finserv Limited 6 Bajaj Holdings and Investment Limited 7 Bajaj Sevashram Private Limited 8 Bhoopati Shikshan Pratisthan 9 Indian School of Business 10 Kamalnayan Investment and Trading Private Limited 4 P age

5 11 Mahakalp Arogya Pratisthan 12 Rahul Securities Private Limited 13 Rupa Equities Private Limited positions held in other companies: Sr. No. Name of company Name of committee / Chairman Corporate Social Responsibility 1 Chairman Duplicate Share Certificate 2 Bajaj Finserv Limited Issuance Nomination and Remuneration 3 Corporate Social Responsibility 4 Chairman Duplicate Share Certificate 5 Bajaj Finance Limited Chairman Issuance Nomination and Remuneration 6 Corporate Social Responsibility 7 Chairman Bajaj Holdings & Duplicate Share Certificate 8 Investments Limited Issuance Nomination and Remuneration 9 None of the directors, except Rahul Bajaj and Sanjiv Bajaj, key managerial personnel of the Company and their relatives are, concerned or interested, in this resolution. The Board on the recommendation of the Nomination and Remuneration recommends the Ordinary Resolution for approval of the Shareholders. Item No. 4 of the Notice Ranjit Gupta Ranjit Gupta (DIN: ) is the non-executive Director of the Company, liable to retire by rotation pursuant to the provisions of the Companies Act, He retires at this Annual General Meeting and, being eligible, has offered himself for re-appointment. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act. In respect of re-appointment of Ranjit Gupta referred to in item no. 3 of the notice, following necessary disclosures are made for the information of the Shareholders: Ranjit Gupta, aged 74 years, is a fellow of the Institute of Engineering and Technology, Landon. He is currently working as President Insurance, at Bajaj Finserv Limited. Date of first appointment on the Board: 19 September 2000 Details of remuneration to be paid / last drawn: Nil Shareholding in the Company: Jointly holds 100 equity shares with Bajaj Finserv Limited 5 P age

6 Relationship with other Directors, Managers and other Key Managerial Personnel (KMP): Nil Number of Meetings of the Board attended during FY2017: 5/5 Directorships and positions held in other companies: Other directorships: Sr. No. Name of company 1 Bajaj Allianz Life Insurance Company Limited 2 Siara Engineering Private Limited positions held in other companies: Sr. No. Name of company Name of committee / Chairman 1 Bajaj Allianz Life Share Allotment Chairman Insurance Company Limited Audit Investment Policyholders Protection Risk Management Nomination and Remuneration Corporate Social Responsibility None of the directors, except Ranjit Gupta, key managerial personnel of the Company and their relatives are, concerned or interested, in this resolution. The Board on the recommendation of the Nomination and Remuneration recommends the Ordinary Resolution for approval of the Shareholders. Item No. 5 of the Notice Dipak Poddar Dipak Poddar (DIN: ) is the non-executive Director of the Company, liable to retire by rotation pursuant to the provisions of the Companies Act, He retires at this Annual General Meeting and, being eligible, has offered himself for re-appointment. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act. In respect of re-appointment of Dipak Poddar referred to in item no. 4 of the notice, following necessary disclosures are made for the information of the Shareholders: Dipak, aged 75 years, serves as an Executive Chairman of Poddar Developers Ltd. He is also the Chairman of Monotona Securities Limited and Monotona Tyres Ltd. He is an engineering graduate from Massachusetts Institute of Technology, USA. 6 P age

7 Date of first appointment on the Board: 30 September 2002 Details of remuneration to be paid / last drawn: Nil Shareholding in the Company: Nil Relationship with other Directors, Managers and other Key Managerial Personnel (KMP): Nil Number of Meetings of the Board attended during FY2018: 4/5 Directorship and positions held in other companies: Other directorships: Sr. Name of company No. 1 Bachharaj Factories Limited 2 Bajaj Finance Limited 3 VIP Industries Limited 4 Poddar Bhumi Holdings Limited 5 Poddar Natural Resources and Ores Limited 6 Poddar Infrastructure Private Limited 7 Poddar Leisure Infrastructure Private Limited 8 Brite Merchants Limited 9 Poddar Housing Private Limited 10 Poddar Residences LLP 11 Poddar Shikashan LLP 12 Poddar Bio Kids Education LLP 13 Poddar Heaven Homes Limited 14 Poddar Habitat Private Limited 15 Poddar Housing and Development Limited positions held in other companies: Sr. No. Name of company Name of committee / Chairman 1 Poddar Housing and Development Limited Stakeholders Relationship Chairman Audit 2 VIP Industries Ltd Audit 3 Poddar Bhumi Holding Limited Stakeholders Relationship Audit None of the directors, except Dipak Poddar, key managerial personnel of the Company and their relatives are, concerned or interested, in this resolution. The Board on the recommendation of the Nomination and Remuneration recommends the Ordinary Resolution for approval of the Shareholders. 7 P age

8 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Item no. 8 relating to approval of Bajaj Finserv Limited Employee Stock Option Scheme Stock Options have long been recognised internationally, as an effective instrument, to align the interest of employees with those of the company and its shareholders, providing an opportunity to employees to share the growth of the company, and to create long-term wealth in the hands of the employees. It creates a sense of ownership between the company and its employees, paving the way for a unified approach to the common objective of enhancing overall shareholders value. In the present competitive economic environment in the country and in the long-term interests of the Company and its shareholders, it is necessary that the Company adopts suitable measures for attracting and retaining qualified, talented and competent personnel. An employee stock option scheme, designed to foster a sense of ownership and belonging amongst personnel, is a well-accepted approach to this end. Based on the recommendation of the Nomination and Remuneration and subject to the approval of shareholders of the Company and the approval of the shareholders of Bajaj Finserv Limited (BFS), holding company of the Company, the Board of Directors of the Company, at its meeting held on 15 May 2018 approved the Bajaj Finserv Limited Employee Stock Option Scheme (BFS-ESOS) for the benefit of permanent employees and Directors of the Company as may be permissible under the SEBI (Share Based Employee Benefits) Regulations, 2014 (hereinafter referred as Employees ). The Scheme involves grant of stock options of BFS to eligible employees of BFS and its subsidiary companies and hence is proposed to be implemented as a part of the Long Term Incentive Plan (LTIP) of the Company. Each stock option will be, upon exercise, converted into one fully paid-up equity share of BFS. The BFS-ESOS is proposed to be implemented and administered through Bajaj Finserv ESOP Trust (hereinafter referred as Trust ). The Company may provide interest free loan to the Trust to the extent required by it for the purchase of equity shares of BFS for the purpose of issue of equity shares to the employees of the Company on exercise of stock options granted to them. The loan will be repaid by the Trust to the Company upon receipt of exercise price by the Trust on exercise of stock options by option grantees. Disclosure pursuant to the Companies Act, 2013 is as under: 1. Class of Employees for whose benefit the Scheme is being implemented and money is being provided for purchase of or subscription to shares: The BFS-ESOS, inter alia, provides for grant of stock options to the permanent employees and / or Directors of the Company, as may be permissible under the SEBI (Share Based Employee Benefits) Regulations, 2014 (hereinafter referred as Employees ) as may be decided by the Board of Directors of the Company. 2. Particulars of the trustees or Employees in whose favour such shares are to be registered: The BFS-ESOS is proposed to be administered through Bajaj Finserv ESOP Trust. Bajaj Finserv Direct Limited (previously known as Bajaj Financial Holdings Limited), fellow subsidiary of the Company, is appointed as the Trustee of the Trust. However, in the case of primary issue, the scheme may be implemented and administered directly as permitted under the SEBI Regulations. The trust may acquire equity shares of the Company from the secondary market as well. The equity shares acquired by the Trust from the allotment 8 P age

9 and / or the secondary market shall be transferred to the Employees on exercise of stock options. 3. Particulars of Trust and name, address, occupation and nationality of trustees and their relationship with the promoters, directors or key managerial personnel, if any; Name of the Trust Bajaj Finserv ESOP Trust Name of the Trustee Bajaj Finserv Direct Limited Address of the Trustee Mumbai Pune Road, Akurdi, Pune Occupation of Trustee Business Nationality of Trustee Not applicable Relation of Trustee with promoters, directors or key managerial personnel Not applicable (Subsidiary of BFS) The trustee is a fellow subsidiary of the Company. 4. Any interest of key managerial personnel, directors or promoters in such Scheme or Trust and effect thereof: As per the SEBI Regulations and the Companies Act, 2013, the Promoters and Independent Directors of the Company are not entitled to any stock options. The key managerial personnel and non-promoter non-independent directors of the Company may be deemed to be concerned or interested in the Scheme or Trust to the extent of stock options that may be granted to them pursuant to the BFS-ESOS. 5. Detailed particulars of benefits which will accrue to the Employees from the implementation of the Scheme: The Employees will be entitled to exercise the options granted to them at the exercise price during the exercise period. 6. Details about who would exercise and how the voting rights in respect of the shares to be purchased or subscribed under the ESOS would be exercised: The voting rights in respect of the shares will be exercised by the Employees on transfer of shares by the Trust to them upon exercise of the stock options. The trustee of the Trust shall not vote in respect of the shares held by the Trust. Pursuant to Section 67(3)(b) of the Companies Act, 2013, the BFS-ESOS requires approval of the shareholders by special resolution which is proposed in item no. 7 of this Notice. A copy of the BFS-ESOS will be kept open for inspection by shareholders at the registered office of the Company during business hours. The Board recommends the special resolution for approval of the shareholders. 9 P age

10 None of the Directors, key managerial personnel of the Company and their relatives are, concerned or interested, in this resolution, except to the extent of their respective shareholding, if any, in the Company and number of options which may be granted to them. By Order of the Board of Directors For Bajaj Allianz General Insurance Company Limited Sd/- Onkar Kothari Company Secretary & Compliance Officer Pune, 15 May P age

11 Folio No.: BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED (CIN: U66010PN2001PLC015329) Registered office: Bajaj Allianz House, Airport Road, Yerawada, Pune Website: ID: Tel.: (+91 20) Fax: (+91 20) Name & Address: Name(s) of joint holder(s), if any: No. of shares held: ATTENDANCE SLIP I/we certify that I/we am/are member(s)/proxy for the member(s) of the Company. I/We hereby record my/our presence at the 18 th Annual General Meeting of the Company on Wednesday, 18 July 2018 at 1:45 p.m. at the Board Room, 6 th Floor, Bajaj Finserv Limited Corporate Office, Viman Nagar, Pune Full name of proxy (in case of proxy) Signature of first holder/proxy Signature of joint holder(s) Notes: 1. Please fill and sign this attendance slip and hand it over at the venue of the meeting. 2. Only members of the Company and/or their proxy will be allowed to attend the meeting.

12 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED (CIN: U66010PN2001PLC015329) Registered office: Bajaj Allianz House, Airport Road, Yerawada, Pune Website: ID: Tel.: (+91 20) Fax: (+91 20) PROXY FORM Form No. MGT-11 [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN : U66010PN2001PLC Name of the Company : Bajaj Allianz General Insurance Company Limited Registered office : Bajaj Allianz House, Airport Road, Yerawada, Pune Name of the member (s) Registered address ID Folio No. : : : : I/We, being the member(s) of shares of the above named Company, hereby appoint: (1) Name : Address : ID : Signature : or failing him (2) Name : Address : ID : Signature : or failing him (3) Name : Address : ID : Signature : as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 18 th Annual General Meeting of the Company, to be held on Wednesday, 18 July 2018 at 1:45 p.m. at the Board Room, 6 th Floor, Bajaj Finserv Limited Corporate Office, Viman Nagar, Pune and at any adjournment thereof in respect of such resolutions as are indicated below: Sr. Item No. 1 Adoption of financial statements for the year ended 31 March 2018 and the Directors, Management and Auditors Reports thereon 2 Declaration of dividend 3 Re appointment of Rahul Bajaj, Director, who retires by rotation 4 Re appointment of Ranjit Gupta, Director, who retires by rotation 5 Re appointment of Dipak Poddar, Director, who retires by rotation 6 Appointment of S R Batliboi & Co. LLP, Chartered Accountants, as joint statutory auditors 7 Authorisation of the Board of Directors to fix the remuneration of the joint statutory auditors 8 Approval of Bajaj Finserv Limited Employee Stock Option Scheme

13 Signed on this day of 2018 Signature of Shareholder Affix revenue Stamp of Rs. 1 Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

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