Shareholders resolution for Buyback of Equity Shares in accordance of the Regulation 5(v) of the Securities and Exchange Board of India (Buyback of Securities), 2018

22 June 2026 To To Corporate Relations Department Corporate Relations Department BSE Limited National Stock Exchange of India Ltd. 1st Floor, New Trading Ring Exchange Plaza, 5th 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 Sub: Submission of shareholders’ resolution passed by the shareholders of Bajaj Auto Limited (“Company”) and resolutions passed by the board of directors of the Company for the buyback of fully paid-up equity shares of the Company Dear Sir/ Madam, This has reference to our letter dated 6 May 2026 and 18 June 2026, wherein it was intimated that the Board of Directors and the shareholders of the Company, respectively, have approved the buyback of up to 46,94,000 (Forty Six Lakh Ninety Four Thousand) fully paid-up equity shares of the Company, having face value of INR 10/- (Indian Rupees Ten only) each (“Equity Shares”), at a price of INR 12,000/- (Indian Rupees Twelve Thousand only) per Equity Share, payable in cash, for an aggregate amount of up to INR 5,632,80,00,000/- (Indian Rupees Five Thousand Six Hundred Thirty Two Crore and Eighty Lakh only) (excluding Transaction Costs), on a proportionate basis through the tender offer route in accordance with the Companies Act, 2013, as amended, and rules made thereunder, the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”) and other applicable laws (“Buyback”). Pursuant to Regulation 5(v) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, a certified true copy of the special resolution passed by the shareholders of the Company through postal ballot (including e-voting) approving the Buyback is enclosed as Annexure 1. Further, certified true copies of the resolutions passed by the board of directors of the Company, at its meeting held on Wednesday, 6 May 2026, are collectively enclosed as Annexure 2. The above documents are also being made available on the website of the Company at https://www.bajajauto.com/investors/share-buyback-2026. All capitalised terms used herein and not specifically defined shall have the same meaning as ascribed to such terms in the Public Announcement. This is for your information and records. Thanking you Registered Office Akurdi Pune 411035 India CIN L65993PN2007PLC130076 investors@bajajauto.co.in For Bajaj Auto Limited Rajiv Gandhi Company Secretary & Compliance Officer ACS 11263 Encl.: As above Registered Office Akurdi Pune 411035 India CIN L65993PN2007PLC130076 investors@bajajauto.co.in Annexure 1 CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS BY WAY OF POSTAL BALLOT ON THURSDAY, 18 JUNE 2026 Approval for the Buyback of Equity Shares of the Company “RESOLVED THAT pursuant to Article 40 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (hereinafter called the “Act”), applicable rules made thereunder including the Companies (Share Capital and Debentures) Rules, 2014, as amended, and the Companies (Management and Administration) Rules, 2014, as amended, to the extent applicable, and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”), and including any amendments, statutory modification(s) or re-enactment(s) for the time being in force, and subject to such other approvals, permissions, consents, exemptions and sanctions as may be necessary and subject to any modifications and conditions, if any, as may be prescribed or imposed by the statutory, regulatory, or governmental authorities including but not limited to the Securities and Exchange Board of India (“SEBI”), relevant Registrar of Companies, (the “ROC”), the stock exchanges where the Equity Shares are listed i.e., BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” and together with BSE the “Stock Exchanges”) and/ or other authorities, institutions or bodies (the “Appropriate Authorities”), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by the Appropriate Authorities while granting such approvals, permissions, consents, exemptions and sanctions, which may be agreed to by the Board of Directors of the Company (“Board”, which expression shall include any committee constituted by the Board to exercise its powers, including the powers conferred by this resolution (“Buyback Committee”/ “Committee”)), consent of the Members of the Company, be and is hereby accorded for the buyback of up to 46,94,000 (Forty Six Lakh Ninety Four Thousand) fully paid-up equity shares of the Company having face value of INR 10/- (Indian Rupees Ten only) each (“Equity Shares”), representing up to 1.68% of the total number of Equity Shares in the paid-up equity share capital of the Company, at a price of INR 12,000/- (Indian Rupees Twelve Thousand only) per Equity Share (“Buyback Price”), subject to any increase to the Buyback Price as may be approved by the Board or the Buyback Committee, payable in cash for an aggregate amount of up to INR 5,632,80,00,000/- (Indian Rupees Five Thousand Six Hundred Thirty Two Crore and Eighty Lakh only) (excluding transaction costs, viz. brokerage costs, fees, turnover charges, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, etc., expenses incurred or to be incurred for the Buyback like filing fees payable to the SEBI, advisors/ legal fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses, etc.) (“Buyback Size”), which represents 16.93% and 15.59% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per the latest audited standalone financial statements and audited consolidated financial statements of the Company as on March 31, 2026, respectively (which is within the statutory limit of 25% of the aggregate of the fully paid-up equity share capital and free reserves of the Company based on the audited standalone financial statements and audited consolidated financial statements of the Company as on March 31, 2026, under the Registered Office Akurdi Pune 411035 India CIN L65993PN2007PLC130076 investors@bajajauto.co.in Annexure 1 shareholders’ approval route as per the provisions of the Act and Buyback Regulations), on a proportionate basis through the “Tender Offer” route as prescribed under the Buyback Regulations from all of the equity shareholders/ beneficial owners of the Equity Shares, who hold Equity Shares as on the record date to be determined by the Board/ Buyback Committee (“Record Date”) (“Buyback”)”. “RESOLVED FURTHER THAT in accordance with the Buyback Regulations, the Buyback period shall commence from the date of declaration of the results of the postal ballot for special resolution approving the Buyback until the date on which the payment of consideration to the shareholders for the Equity Shares bought back by the Company is made (“Buyback Period”)”. “RESOLVED FURTHER THAT all equity shareholders/ beneficial owners of the Equity Shares, who hold Equity Shares as on the Record Date (“Eligible Shareholders”), will be eligible to participate in the Buyback, except any shareholders who may be specifically prohibited under the applicable laws by Appropriate Authorities”. “RESOLVED FURTHER THAT in terms of Regulation 5(via) of the Buyback Regulations, the Board/ Buyback Committee may inter alia increase the Buyback Price and decrease the number of Equity Shares proposed to be bought back, such that there is no change in the Buyback S [Showing first 8,000 characters — download PDF for full document]