NOTICE. 3. To appoint Director in place of Mr. Dipak Poddar (DIN: ), who retires by rotation in

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1 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED Registered Office: GE Plaza, Air Port Road, Yerawada, Pune (CIN: U66010PN2000PLC015329; NOTICE NOTICE is hereby given that the Fifteenth Annual General Meeting of the Shareholders of Bajaj Allianz General Insurance Company Limited will be held on Friday, 17 th July, 2015 at 3.45 pm at 6 th Floor, Bajaj Finserv Limited Corporate Office, Viman Nagar, Pune to transact the following Ordinary Business: 1. To consider and adopt the Audited Balance Sheet as at 31 st March 2015, Revenue Accounts, the Profit & Loss Account, Schedules thereto and Notes to Accounts for the year ended 31 st March 2015 and the Directors' and Auditors' Reports thereon; 2. To appoint Director in place of Mr. Sanjiv Bajaj (DIN: ), who retires by rotation in terms of Section 152(6) of the Companies Act 2013 and being eligible offers himself for reappointment; 3. To appoint Director in place of Mr. Dipak Poddar (DIN: ), who retires by rotation in terms of Section 152(6) of the Companies Act 2013 and being eligible offers himself for reappointment; 4. To appoint M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration W/W ), as Joint Statutory Auditors of the Company for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration; 5. To appoint M/s. Walker Chandiok & Co LLP (Firm Registration N/N500013), Chartered Accountants, as Joint Statutory Auditors of the Company for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration; By Order of the Board of Directors For Bajaj Allianz General Insurance Company Limited Onkar Kothari Company Secretary & Compliance Officer Pune, 15 th May 2015 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) 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 COMMENCEMENT OF THE MEETING. 2. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 (1) of the Act is available for inspection by the s at the Registered Office on all working days except on Sundays, during business hours of the Company and the same will be open for inspection at the AGM. 3. The Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Act is available for inspection by the s at the Registered Office on all working days except on Sundays, during business hours of the Company and the same will be open for inspection at the AGM. 4. Brief profile of the Directors seeking re-appointment at the Annual General Meeting is annexed to the Notice.

2 ANNEXURE TO THE NOTICE Brief Resume 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 2 of the Notice Mr. Sanjiv Bajaj Mr. Sanjiv Bajaj (DIN: ) is the non-executive Director of the Company, liable to retire by rotation pursuant to the provisions of the Companies Act He is the Director of the Company since its inception and is currently the of the Company since 1 st April He retires at this Annual General Meeting and, being eligible, has offered himself for re-appointment. As regards re-appointment of Mr. Sanjiv Bajaj referred to in item no. 2 of the notice, following necessary disclosures are made for the information of the Shareholders: Mr. Sanjiv Bajaj, aged 45 years, is a Mechanical Engineer from COEP, Pune and has done Masters in Manufacturing Systems Engineering, (M Sc) from University of Warwick, UK. He has also done MBA from Harvard Business School, USA. He is the Managing Director of Bajaj Finserv Ltd. and Bajaj Holdings & Investment Ltd., of Bajaj Allianz Life Insurance Company Limited and the Vicechairman of Bajaj Finance Limited. Date of first appointment on the Board: 19 th 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 Mr. Rahul Bajaj, Director of the Company. Number of Meetings of the Board attended during FY : 6/6 Other Directorships: Sr. Name of the companies/bodies corporate/firms/association of individuals Nature of interest 1 Bajaj Auto Limited Director 2 Bajaj Holdings & Investment Limited Managing Director 3 Bajaj Finserv Limited Managing Director 4 Bajaj Finance Limited Director 5 Bajaj Auto Holdings Limited Director 6 Bajaj Allianz General Insurance Company Limited Director 7 Bajaj Allianz Life Insurance Company Limited Director 8 The Hindustan Housing Company Limited Director 9 Kamalnayan Investment & Trading Private Limited Director 10 Rupa Equities Private Limited Director 11 Sanraj Nayan Investment Private Limited Director

3 Sr. Name of the companies/bodies corporate/firms/association of individuals Nature of interest 12 Bachharaj & Company Private Limited Director 13 Bachhraj Factories Private Limited Director 14 Bajaj Sevashram Private Limited Director 15 Jeewan Limited Director 16 Maharashtra Scooters Limited Nominee Director 17 Jamnalal Sons Private Limited Director positions held in other Companies: Sr. Name of the Company Name of the / 1 Bajaj Allianz General Insurance Company Limited Share Allotment Audit 2 Bajaj Allianz Life Insurance Company Limited Investment Policyholder Protection Risk Management Corporate Social Responsibility Nomination and Remuneration Share Allotment Audit Investment Policyholder Protection Risk Management Corporate Social Responsibility Nomination and Remuneration 3 Bajaj Auto Holdings Audit Ltd. 4 Maharashtra Scooters Stakeholders Relationship Ltd. 5 Bajaj Finserv Stakeholders Relationship Ltd. 6 Bajaj Finance Ltd. Audit

4 Sr. Name of the Company Name of the / Stakeholders Relationship The Board recommends the Ordinary Resolution for approval of the Shareholders. None of the Directors, Key Managerial Personnel of the Company and their relatives, except Mr. Sanjiv Bajaj and his relative Mr. Rahul Bajaj, are interested or concerned in the proposed resolution.

5 Item 3 of the Notice Mr. Dipak Poddar Mr. 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 reappointment. As regards re-appointment of Mr. Dipak Poddar referred to in item no. 3 of the notice, following necessary disclosures are made for the information of the Shareholders: Mr. Dipak Poddar, aged 71 years, is an Engineering Graduate from Massachusetts Institute of Technology, USA. He serves as an Executive of Poddar Developers Ltd. He is also the of Monotona Securities Limited and Monotona Tyres Ltd. Date of first appointment on the Board: 30 th 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 FY : 5/6 Other Directorships: Sr. Name of the companies/bodies corporate/firms/association of individuals Nature of interest 1 Bajaj Allianz General Insurance Co. Ltd. Director 2 Bajaj Finance Limited Director 3 V I P Industries Limited Director 4 Poddar Bhumi Holdings Limited Director 5 Poddar Developers Limited Whole Time Director 6 Poddar Heaven Homes Limited Director 7 Poddar Natural Resources And Ores Limited Director 8 Brite Merchants Limited Additional Director 9 Bachhraj Factories Private Limited Director 10 Citron Finlease Private Limited Director 11 Poddar Infrastructure Private Limited Director 12 Poddar Habitat Private Limited Additional Director 13 Poddar Leisure Infrastructure Private Limited Director 14 Poddar Housing Private Limited Director 15 Poddar Residences LLP Director positions held in other Companies: Nil

6 The Board recommends the Ordinary Resolution for approval of the Shareholders. None of the Directors, Key Managerial Personnel of the Company and their relatives, except Mr. Dipak Poddar, are interested or concerned in the proposed resolution.

7 PROXY FORM Form 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 Name of the Company : U66010PN2000PLC : Bajaj Allianz General Insurance Company Limited Registered office : GE Plaza, Airport Road, Yerawada, Pune Name of the member (s) Registered address ID Folio No/ Client ID/DP ID : : : : 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 FIFTEENTH Annual General Meeting of the Company, to be held on the Friday 17th July 2015 at 3.45 p.m. at 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: Ordinary Business 1. To consider and adopt the Audited Balance Sheet as at 31st March 2015, Revenue Accounts, the Profit & Loss Account (including the transfer of funds from the Shareholders Account to the Policyholders Account) and Schedules thereto and Notes to Accounts for the year ended 31st March 2015 and the Directors' and Auditors' Reports thereon; 2. To appoint Director in place of Mr. Sanjiv 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; 3. To appoint Director in place of Mr. 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; 4. To appoint M/s. BSR & Co. LLP, (Firm Registration W/W ), Chartered Accountants, as Joint Statutory Auditors of the Company for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration; 5. To appoint M/s. Walker Chandiok & Co LLP, (Firm Registration ), Chartered Accountants, as Joint Statutory Auditors of the Company for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration; Signed on this day of 2015 Affix revenue Stamp of Rs. 1 Signature of Shareholder 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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