Hero MotoCorp : Code of Conduct under SEBI(PIT) Reg., 2015

February 10, 2022	The Secretary,
Asst. Vice President, Listing Deptt.,
National Stock Exchange of India Ltd.	BSE Limited
Exchange Plaza, Plot C-1, Block G,	25th Floor,
Bandra Kurla Complex,	Phiroze Jeejeebhoy Towers,
Bandra (E),	Dalal Street,
MUMBAI - 400 051	MUMBAI - 400 001
Scrip Code: HEROMOTOCO	Scrip Code: 500182

Sub: Compliances under SEBI Regulations

Re: Outcome of Board Meeting held on February 10, 2022

Dear Sirs,

The Board of Directors at its meeting held today, viz. February 10, 2022, has considered and approved the following matters:

1. The unaudited standalone and consolidated financial results for the quarter and nine months ended December 31, 2021. A copy of the said results along with the limited review report, is enclosed.
   A press release issued in this regard is also enclosed.
2. Interim dividend @ 3000% i.e. Rs. 60 per equity share (face value of Rs. 2 per equity share) for the financial year 2021-22. Accordingly, the Board has fixed February 22, 2022 as record date for determining entitlement of members for the purpose of payment of interim dividend. The payment of interim dividend/ dispatch of dividend warrants will be completed by March 12, 2022.

We hereby provide the revised contact details of the persons authorized jointly for the purpose of determining materiality of an event or information. Further, the Company Secretary is authorized to make disclosure to stock exchanges of the relevant or the material event/information under the said regulation.

S.	Name and Designation	Email address	Address and Phone Nos.
No.
1.	Mr. Niranjan Gupta	[e-mail]	The Grand Plaza, Plot No. 2,
Chief Financial Officer
			Nelson Mandela Road,
2.	Mr. Dhiraj Kapoor	[e-mail]
Company Secretary &		Vasant Kunj - Phase-II New
	Compliance Officer		Delhi- 110070
			Tel.No.-[phone]

Hero MotoCorp Ltd.

Regd. Office: The Grand Plaza, Plot No. 2, Nelson Mandela Road,

Vasant Kunj - Phase - II, New Delhi - 110070, India

Tel. [phone], Fax [phone]

HeroMotoCorp.com CIN: L35911DL1984PLC017354 PAN: AAACH0812J

The updated Code of Practices and Procedures of Fair Disclosure of Unpublished Price Sensitive Information is enclosed herewith.

The meeting of the Board of Directors commenced at 6.35 p.m. and concluded at 9.45 p.m.

Kindly take the aforesaid information on your records.

Thanking you,

For Hero MotoCorp Limited

(Dhiraj Kapoor)

Company Secretary & Compliance Officer

Encl: As above

Hero MotoCorp Ltd.

Regd. Office: The Grand Plaza, Plot No. 2, Nelson Mandela Road,

Vasant Kunj - Phase - II, New Delhi - 110070, India

Tel. [phone], Fax [phone]

HeroMotoCorp.com CIN: L35911DL1984PLC017354 PAN: AAACH0812J

CODE OF PRACTICES AND PROCEDURES OF FAIR DISCLOSURE OF UNPUBLISHED PRICE

SENSITIVE INFORMATION

Preliminary

This Code of practices and procedures of fair disclosure of unpublished price sensitive information ("Code") is framed pursuant to Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Regulations"), as amended from time to time. This Code has been framed with an aim to ensure fair disclosure of unpublished price sensitive information, that Hero MotoCorp Limited ("Company") would follow in order to adhere to each of the principles set out in Schedule A to the Regulations without diluting the provisions of the Regulations in any manner, by the Company to the Stock Exchanges and disseminate on a continuous and prompt basis.

Further, the Code also provides the manner in which the Company may consider ways of supplementing information released to Stock Exchanges by improving Investor access to their public announcements.

Overseeing and Co-ordinating Disclosure

The Board has nominated the Company Secretary and Compliance Officer to deal with dissemination of information and disclosure of unpublished price sensitive information.

Policy for determination of legitimate purposes ("Policy") forms part of this Code and is annexed hereto.

Code

Code of practices and procedures for fair disclosure of unpublished price sensitive information ("UPSI") is set out below:

1. Prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available;
2. Uniform and universal dissemination of unpublished price sensitive information to avoid selective disclosure;
3. Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available;
4. Ensuring that information shared with analysts and research personnel is not unpublished price sensitive information;

1. Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made;
2. Handling of all unpublished price sensitive information on a need-to-know basis.
3. A Designated Person may communicate, provide or allow access to any UPSI, in furtherance of legitimate purposes, performance of duties and discharge of legal obligations.

Responding to Market Rumours

All queries or requests for verification of market rumours by exchanges shall be directed to the Company Secretary and Compliance Officer and be sent at the following address:

Hero MotoCorp Ltd.

The Grand Plaza, Plot No. 2, Nelson Mandela Road,

Vasant Kunj, Phase-II, New Delhi - 110 070

The Company Secretary and Compliance Officer on receipt of such requests shall respond appropriately and fairly to the queries on news reports and requests for verification of market rumours by regulatory authorities within a reasonable time.

Disclosures

The Company shall ensure that

1. This Code shall be published on the official website of the Company;
2. Further, this Code and every subsequent amendment made thereto, shall be promptly intimated to the Stock Exchanges where the securities of the Company are listed.

Review and Amendments

The Board of Directors will review the Code and amend the same as and when required or at least once in three years. Any amendment to any applicable law, rules and regulations will become applicable on the Code and/ or the Policy and shall supersede anything mentioned in the Code and/or the Policy.

POLICY FOR DETERMINATION OF LEGITIMATE PURPOSES

A. INTRODUCTION

The Policy for determination of legitimate purposes forms part of the "Code of Practices and Procedures of Fair Disclosure of Unpublished Price Sensitive Information" ("Code") and has been formulated pursuant to Regulation 3(2A) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and will be termed as the "Policy for determination of Legitimate Purposes" ("Policy").

The objective of the Policy is to identify the legitimate purposes for sharing Unpublished Price Sensitive Information of the Company, if any, during the course of performance of duties or discharging legally bona-fide obligations.

B. DEFINITIONS

"Legitimate Purpose" shall include sharing of unpublished price sensitive information in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.

"Insider" for the purpose of this Policy will mean any person who is in receipt of Unpublished Price Sensitive Information pursuant to a legitimate purpose.

"Ordinary Course of Business" means the usual transactions, customs and practices undertaken by the Company to conduct its business operations and activities and includes all such activities which the Company can undertake as per Memorandum & Articles of Association. The Board including its Committees thereof may lay down principles for determining ordinary course of business in accordance with statutory requirements and other industry practices and guidelines.

"Unpublished Price Sensitive Information" will have the same meaning as defined in the Regulations and the Code of Conduct formulated by the Company under regulation 9(1) of the Regulations.

C. UNDERSTANDING "LEGITIMATE PURPOSE"

The dictionary meaning of the word legitimate is:

• a thing in accordance with law or established legal forms and requirements;
• conforming to recognized principles or accepted rules and standards

A legitimate act is one which is acceptable or recognized as genuine, valid or confirming to established codes, customs, rules or standards of conduct.