SUNDARAM FINANCE LTD — M&A Activity 2021

Jan 28, 2021

ff SUNDARAM FINANCE Enduring values. New age thinking.

S EC : 141 : 20-21 /GN January 28, 2021

The Manager - Listing National Stock Exchange of India Limited Capital Market -Listlng Exchange Plaza, 5th Floor Plot No.C/1, G Block Bandra-Kurla Complex Bandra (E), Mumbai 400 051

The Corporate Relationship Dept. of Corporate Services Bombay Stock Exchange Limited Floor 25, P J Towers Dalal Street, Mumbai 400 001

Company Symbol: SUNDARMFIN

Company Code No: 590071

Red: Execution Of bindinq transaction documents bv Sundaram Asset Manaaement ComDan ng

Dear Sir/Madam,

Please find enclosed a proposed press release in relation to an agreement executed by Sundaram Asset Management Company Limited. ("SAMC"), a 100% subsidiary of Sundaram Finance Ltd (SFL) to acquire 100% of the share capital of Principal Asset Management Pvt. Ltd., Principal Trustee Company Pvt. Ltd, and Principal Retirement Advisors Pvt. Ltd.

At present SAMC is in the business of administrating and managing or advising mutual fund schemes of the Sundaram Mutual Fund, whereas Principal AMC ls in the business of administrating and managing or advislng mutual fund schemes of the Principal Mutual Fund.

The said press release will also be available on the website of the Company i.e. www.sundaramfinance.in

Further, the details as required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are given in Annexure A.

We request you to take the aforesaid on your record.

Yours faithfully, For Sundaram Finance Limited

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Encl.: Proposed Press Release and Annexure A

Sundaram Finance Limited

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PROPOSED PRESS RELEASE

Sundaram Asset Management Announces Purchase of principal® AMC in India

January 28, 2021, Chennai: Sundaram Asset Management Company Limited. ("Sundaram"), a 100% subsidiary of Sundaram Finance Ltd., has announced the purchase of the asset management businesses of Principal Asset Management Pvt. Ltd ("Principal"). Sundaram will acquire the schemes managed by Principal Asset Management Pvt. Ltd and acquire 100% of the share capital of Principal Asset Management Pvt. Ltd., Principal Trustee Company Pvt. Limited, and Principal Retirement Advisors Pvt. Ltd. The transaction is subject to the receipt of necessary regulatory approvals and SEBl prescribed processes, and Principal® will continue to operate the businesses until the deal is closed.

Sundaram is a significant player in the fund management space with a 25-year track record. Sundaram has over Rs. 40,000 crores in assets under management, the majority of which is in equity oriented schemes. Principal Asset Management has assets under management of INR 7,447 crores as on December 31, 2020 with about 90% of this in equity-oriented schemes.

Commenting on the acquisition, Mr. Sunil Subramaniam, Managing Director, Sundaram Asset Mz\nngement Company said, `CThis transaction will slrengthen our presence in the marketplace with the addi[ion Of a range Of schemes wilh a good long term performance track record across the large and mid-cap segments. This will complement our business which has traditionally been weighted towards the mid-and small-cap segment . "

Mr. Pedro Borda, chief operating ofrlcer, Principal International said, .4s pczr/ a/cJ a);s/emo/I.c revz.ew o/ the company's porifolio Of businesses and global market dynamics, we've made the decision to exit the asset management business in India. As we trayisition the business. customers and distributors will remain our top prioriry We believe they will benefit rom Sundaram Asset Management's larger mutual fund plaiform in this market . "

Mr. T.T. Srinivasaraghavan, Managing Director of Sundaram Finance added, "/for.s czcg"i.s!./I.o7. i.s cz natural step in our aspiration {o become a sizeable player in the asset management industry. We will be able to leverage the combined platform to derive significant synergies. The focus fior us will be on delivering a bel{er experience to our inves[ors and distribution parlners. "

The transaction is subject to approval from SEBI and other regulators, and both Sundaram and Principal will work to ensure that there will be no disruption of service to their partners and investors in the interim, and a seamless transfer once approval is obtained.

Principal said it is committed to the continued operation of Principal Global Services in Pune and Hyderabad to provide critical technical support and services to its offices around the globe.

JM Financial Limited acted as the exclusive financial advisor and J. Sagar Associates acted as the legal advisors to Sundaram Asset Management Company.

Barclays acted as the exclusive financial advisor and Cyril Amarchand Mangaldas as the legal advisors to Principal.

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About Sundaram Asset Management Company:

Sundaram Asset Management Company, established in 1996, is a subsidiary of Sundaram Finance Ltd" one of the most respected financial services players in India. Directly and through its subsidiaries, it manages assets across mutual funds, portfolio management services, alternate investment funds and global funds and advisory mandates. Along with its subsidiaries, it has assets under management of about INR 40,000 crores. The mutual fund operations has a bouquet of seventeen equity and eleven fixed-income funds catering to diverse investor preferences. The brand has a strong retail focus with over 1. I million active investors and 93 branches across the country.

For more information on Sundaram Mutual Fund and its products, please visit www.sundarammutual.com

About Sundaram Finance Ltd.

Sundaram Finance Ltd ( www.sundaramfinance.in ) is one of the most respected financial services players in India with assets under management exceeding Rs 30,000 Cr. Incorporated in I 954, Sundaram Finance has an all India presence with 588 branches. The fixed deposits and long term borrowings of SFL are rated AAA by CRISIL and ICRA. In addition to financing of Commercial vehicles, Cars, Construction Equipment and Tractors, it offers innovative solutious to its customers including Diesel Finance, other working capital finance for commercial vehicle operators and operating leases to corporates. Sundaram Direct, its distribution brand offers a suite of financial produets from its various partners including loans, savings and insurance (+oth non-life and Life) products to its customers and has an over 2000 strong sales force. SFL through Sundaram Asset Management Ltd. offers various mutual funds, through Sundaram Home Finance Ltd" offers home loans and through Royal Sundaram it offers various non-life insurance produets.

About princieat®

Principal helps people and companies around the world build, protect and advance their financial well-being through retirement, insurance and asset management solutious that fit their lives. Our employees are passionate about helping clients of all income and portfolio sizes achieve their goalsutifering innovative ideas, investment expertise and real-life solutions to make financial progress possible. To find out more, visit us at DrinciDal.com.

Insurance products issued by Principal National Life Insurance Co (except in NY) and Prineipal Life lusurance Co. Plan administrative services offered by Principal Life. Principal Funds, Inc. is distributed by Prineipal Funds Distributor, Inc. Securities offered through Principal Securities, Ire., 888-774-6267, member SPIC and/or independent broker/-dealers. Referenced companies are members of the Principal Financial Group®, Des Moines, lA 50392. Principal Global lnvestors leads global asset management and is a member of the Principal Financial Group®.

Principal, Principal and symbol design and Principal Financial Group are trademarks and service marks of Principal Financial Services, lnc., a member of the Principal Financial Group.

For Media Enquiries:

Harit S. Tank Phone: 022 -301002 I 5 Mobile: tl) 198194 55607. Email: harittank@sundarammutual.com or harit.smf@gmail.com

Aj it Narasimhan Phone: 044-28569900/ Dir.: 044-28569805 Mobile: +9198840 88925. Email: ajitn@sundarammutual.com

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Anand Rao Phone: +919820199367 Email: anand.rao@genesis-bcw.com

#SUNDARAM FINANCE Enduring values. New age thinking.

Annexure A Letter no.: SEC:141 :20-21/GN

Items to be disclosed	Details
Name of the target entity, details in briesuch as size, turnover etc`	Name of the Target Entity: Principal Asset Management.PvtLtd , Principal Trustee Company Pvt. Ltd" and PrincipaRetirement Advisors Pvt. LtdPrincipal Asset Management has assets under management olNR 7,447 crores as on December 31, 2020 with about 90% othis in equity-oriented schemes
Whether the acquisition would fall withinrelated party transaction(s) and whether thepromoter/promotergroup/groupcompanies have any interest in the entitybeing acciuired?	The Transaction is not a related party transaction
Industry to which the entity being acquiredbelongs	Asset Management
Objects and effects of acquisition (includingbut not limited to, disclosure of reasons foacquisition of target entity, If 'ts business isoutside the maln line of business of thelisted entity)	•Strengthening sAMC's presence in the marketplace withthe additlc)n of a range of schemes wLth a good longterm performance track record across the large and midcap segmentsIComplementing SAMC's business focused on mid andsmall cap curve stocks•Ability toleveragethePrincipalAMC'splatformtoachleve slgnificant growth•Ability to offer more products across investor categoriesIDistributlonrelationshipswithdifferenttypesofintermediaries to widen the coverage and outreach tocustomers
Briefdetailsofanygovernmentaloregulatoryapprovalsrequiredforthacquisition	TheTransactionissubjecttosatisfactionofcustomaconditions, including recelpt of applicable regulatory approvals
Indicative time period for completion of theacquisition	The integration is expected to take 6 to 7 months subject toreceiving all regulatory approvals
Natureof consideration- whether cashconsideration or share swap and details othe same	Cash
Cost of acquisitlon or the price at whlch theshares are acquired	lNR 338.53 Cr (Indian Rupees Three Hundred and ThirtyEight Crores and Fifty Nine Lakhs)Subiect to further adiustments at closing
Percentageofshareholding/controacquiredand/ornumberofshareacquired	100% shareholding acquired
Brief background about the entity acquiredintermsofproducts/lineofbusinesacquired, date of incorporation, history olast 3 years turnover, country in wrich the<br>acquired entity has presence and any cithe<br>significant Information (in brief)<br>•x,irlNJ.<br>,I '-/;	Principal Asset Management Pvt. Ltd is investment manageof Principal Mutual Fund which offers financial solutions foshort term to mid-term to long-term financial goals. It is paofthePrincipalFinancialGroup,aglobalinvestmenmanagement leader headquartered in Des Moines, Iowa,IuSlt follows a focused fund management and disciplinedrisk management strategy that is ably supportedby athorough credit and economic research.Principal Mutual Fund started operations in India in 2000and currently serves over 5.5 lakh customers.AAUM for quarter ended March 31, 2020 for Princlpal AMC wasRs. 6854.9 crore. Income reported for FY18, FY19 and FY20are Rs.48.2 crore, Rs.49.6 crore Rs.47.9 crore respectively
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undaram I:inance Limited