Sundaram Finance Ltd.

Demerger Event Update

February 2017

Page 2

Sundaram Finance Ltd.

Demerger Event Update

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Stock Performance (%)

1m 3m 12m

SUF 9% 12% 20%

Sensex 6% 12% 21%

Bankex 10% 13% 46%

Date 22 Feb, 2017

Market Data

SENSEX 28762

Nifty 8908

Bloomberg SUF IN

Shares o/s 111mn

Market Cap Rs. 153bn

52-wk High-Low Rs. 1,575-1,089

3m Avg. Vol Rs. 51mn

Latest Shareholding (%)

Promoters 36.1

Institutions 15.9

Public 48.0

Among the many reasons placing Sundaram Finance (SUF) on an exalted pedestal viz. clear cut emphasis on asset

quality over growth at all times, an enviable repeat customer base, a seasoned management team, frugal capital

consumption leading to consistently high return metrics, we believe it is SUF’s end to end understanding of the market

led by the group’s positioning (auto manufacturer, OEM supplier and financier) which singles out the company in a

hypercompetitive landscape. The current scheme of demerger offers a different facet of this positioning with

significant potential for value unlocking; our calculations suggest ~12-14x increase over the carrying value of

investments. While we do see a modest ~60bps impact to RoE in the standalone business, this is more than offset by

the valuation SFIL (Sundaram Finance Investment Limited) is likely to command. In addition, the scheme brings with it

the benefits of ring fencing financial assets - a path of action espoused by the RBI, administrative efficiencies, higher

productivity and simplification of the balance sheet.

While we continue to believe that SUF is a multi-year compounding opportunity in the asset and home financing segments, we

take note of the subdued profitability of the core business led by intensifying competition (specifically in the cars segment),

lacklustre performance of the insurance business and under-performance in the home finance subsidiary. Nonetheless, the conservative business philosophy of the management, coupled with a conducive rate environment and a return to growth in the

core business provides comfort. Making use of the arbitrage opportunity/value unlocking, we upgrade our rating to BUY

with a target price of Rs.1,592, valuing SUF at Rs.1,460 and SFIL at Rs.132*.

Key Highlights:

The Scheme: 1) Merge Sundaram Insurance Broking Services Ltd and Logistics Solutions Ltd with SUF. 2) Shared services

division of Sundaram BPO to be demerged into SUF 3) SUF to demerge select shared service businesses, non-FS investments

along with select real estate assets to Sundaram Finance Investments Limited. From an investor’s perspective 1) and 2) above

are value neutral.

Consideration: All shareholders of SUF will receive one share of SFIL free of cost for every share held in SUF; SFIL will

subsequently list on the stock exchanges.

Value Unlocking: Of the 18 non-financial holdings, 12 were subsidiaries or associates while 6 were non-current investments. Against a carrying value of Rs.1.5bn, we arrive at a market value of Rs.19.9bn, a potential value unlocking of 13x.

Impact on Core Business: Dividends accruing from the non-financials investments accounted for 10% of PBT. Post the

demerger these dividends will accrue to SFIL. Consequently, we see a ~10bps and ~60bps impact to FY18 RoA and RoE

respectively.

ABHINESH VIJAYARAJ abhinesh@sparkcapital.in +91 44 4344 0006

NISHANT RUNGTA nishant@sparkcapital.in +91 44 4344 0033

NAVIN BABU E S navin@Sparkcapital.in +91 44 4344 0065

Year NII (Rs. mn) PAT (Rs. mn) ROE (%) ROA (%) ABV (Rs.) P/E (x)

FY16 10,947 4,773 15.2% 2.4% 290 23.5

FY17E 11,870 4,822 13.9% 2.1% 318 23.0

FY18E 13,723 5,115 13.6% 2.0% 339 21.9

FY19E 15,610 6,165 14.9% 2.1% 381 17.5

CMP

Rs. 1,381

Target

Rs. 1,460*

Rating

BUY

Page 3

Sundaram Finance Limited (SUF)

Financial Services Investments (Rs.10.24bn) Non-Financial Services Investments # (Rs.1.4974bn)

Royal Sundaram General Insurance (Rs. 6.41bn)

Sundaram AMC (Rs.1.85bn)

Sundaram BNP Paribas Home Finance (Rs.1.52bn)

Sundaram BNP Paribas Fund Services (Rs.178.5mn)

Sundaram Trustee Company

Sundaram Finance Investments

Sundaram Insurance Broking

LGF Services

Equifax Experian

Other FS investments (Rs.281.9mn)

Flometallic

Automotive Investments (Rs.1.2bn)

Sundaram Hydraulics

Axles India

IMPAL

Transenergy

Vishnu Forge

Delphi TVS

Dunes Oman

Sundaram Clayton

Wheels India

Turbo Energy

Sundaram Dynacast

Lucas TVS

Brakes India

SBSL

BPO Investments (Rs.263mn)

SBIL

TVS Investments*

Other Investments (Rs.31.5mn)

Techtran Polylenses

Figures in brackets indicate book value of investments on SUF balance sheet as on 31 March 2016

# Non FS Investments proposed for demerger. Non-FS investments refer to investments in these 18 companies

* TVS Investments is the holding company for TVS Capital Funds, TVS Electronics

Sundaram Finance (SUF) – Investment Portfolio as on March 31, 2016

Source: Spark Capital Research

Page 4

The Board of Directors of SUF has approved and recommended a composite scheme of arrangement under sections 230 – 232 of the

Companies Act, 2013. Following are the key steps involved in the process*:

Step 1: Sundaram Insurance Broking Services Limited and Infreight Logistics Solutions Limited to merge with SUF.

Step 2: Sundaram BPO India Limited comprises of 2 divisions: (i) shared services division i.e. division catering to companies in SUF group;

(ii) Third Party division. The shared services division of Sundaram BPO to be demerged into SUF.

Step 3: SUF will demerge select shared service businesses, non-FS investments, along with select real estate assets to Sundaram Finance

Investments Limited.

Parameter Detail

Swap ratio 1:1 to all shareholders of SUF

Appointed date April 1, 2016

Shareholding pattern post demerger 26.47% - SUF (as promoter)

73.53% - All shareholders of SUF as per the swap ratio

Regulatory approvals required SEBI, Competition Commission of India (CCI), National Company Law Tribunal (NCLT) and

other regulators/ authorities as applicable

*All steps pursuant to the scheme of arrangement

Scheme Mechanics

Other Key Scheme Details

Source: Spark Capital Research

Page 5

Before Demerger

Promoters Public

SUF

Financial Services

Investments

Non-Financial Services

Investments

36.18% 63.82%

After Demerger

Promoters Public

SUF

Financial Services

Investments

Non-Financial Services

Investments

36.18% 63.82%

SFIL*

26.47%

73.53%

Issue of

Shares

* Select shared services businesses and select real estate assets will also be

demerged into SFIL Proposed Shareholding pattern of SFIL post demerger Shareholding pattern as on 31 December 2016

Scheme Mechanics – Entity Structure

Source: Spark Capital Research

What is the likely market valuation for Sundaram Finance Investments Ltd. (SFIL)?

Page 6

Companies Type PAT in FY16

(Rs.mn)

PE Multiple on

FY16

Valuation

(Rs.mn) % Stake Held

Stake adjusted Value

(Rs.mn)

(A) (B) (A)*(B) = ( C ) (D) ( C )*(D) = ( E )

Sundaram Clayton Ltd.* Listed 2,440 27.6 67,292 11.2% 7,560

Wheels India Ltd.* Listed 400 55.2 22,085 11.1% 2,448

India Motor Parts & Accessories Ltd.* Listed 270 23.4 6,329 18.5% 1,172

Brakes India Private Ltd. Unlisted 3,150 20.0 63,000 6.7% 4,202

Turbo Energy Private Ltd. Unlisted 1,250 25.0 31,250 32.0% 10,000

Lucas-TVS Unlisted 440 12.0 5,280 5.3% 281

Delphi TVS Diesel Systems Unlisted - 15.0 - 3.2% -

Dunes Oman LLC (FZC) Unlisted 610 20.0 12,200 43.7% 5,330

TVS Investments Unlisted 90 5.0 450 15.0% 67

Flometallic Unlisted 160 18.0 2,880 40.6% 1,170

Axles India Unlisted 130 18.0 2,340 38.8% 908

Sundaram Business Services Ltd. Unlisted - 10.0 - 100.0% -

Sundaram BPO India Ltd. Unlisted 1 10.0 5 84.3% 4

Total (Rs. Mn) 8,941 213,111 33,144

Holding Company Discount (F) 40%

Fair Value of SFIL (Rs.mn) ( E )*(1-F) = (G) 19,886

Stake held by SUF in SFIL (H) 26.47%

Fair value of stake held by SUF (Rs.mn) (G)*(H) = (I) 5,264

Per Share value unlocking for SUF (Rs. Per share) 47.4

No. of shares outstanding for SFIL (in mns) (J) 151.1

Per Share Value of SFIL (Rs. Per share) (G)/(J) 131.6

*The Valuation figures for Sundaram Clayton, Wheels India, and India Motor Parts represent the market cap of these companies as of Feb 21, 2017

The investments in various non-financial entities which were

carried at a book value of Rs.1.5bn on the books of SUF will now

be valued at Rs.19.9bn when they sit as investments on the

books of SFIL (at the holding cost).

Pursuant to the scheme of arrangement, SUF’s non-financial

assets are to be demerged into SFIL at book value (holding cost).

Since the book value of investments is small relative to SUF’s net

worth (Rs.1.5bn. vs Rs.33.13bn.), the demerger does not

materially impact the balance sheet strength of SUF.

This is in effect a ~13x value unlocking for the company which

were until now valued at cost (Rs.1.5bn) Source: Spark Capital Research

What is the likely impact on SUF on account of this reorganization?

Page 7

Assessing the impact on SUF on

FY18 numbers Pre Demerger Post Demerger Variance

Net Worth (Rs.mn) 40,415 38,967 -4%

NII (Rs.mn) 13,723 13,723 0%

Other Income (Rs.mn) 1,262 752 -40%

PAT (Rs.mn) 5,462 5,115 -6%

ROA 2.1% 2.0% -10 bps

ROE 14.2% 13.6% -64 bps

Book value per share (Rs.) 364 351 -4%

Adjusted book value per share (Rs.) 352 339 -4%

EPS (Rs.) 49.2 46.0 -6%

Impact on Net Worth in FY18 is on account of:

1. Lower Other Income accretion due to lower

dividends

2. Reduction on account of transfer of

investments (of Rs.1.5bn) from SUF’s books

to SFIL’s books. SUF would only get 26.47%

stake in SFIL in return for a transfer of 100%

of Rs.1.5bn investments.

Impact on Other Income in FY18 is on account

of:

• Lower dividends which will accrue to SUF

going forward. SUF had dividend of

Rs.692.3mn in FY16 from the non-FS

investments. However, now that SUF will

have a 26.47% stake in SFIL, the dividend

accruing to SUF will also be limited to

26.47% of total dividends distributed.

Impact on profitability and book value per share

on account of

• Net worth going down on account of transfer

of investments to SFIL.

• Lower dividend income resulting in lower

PAT

Thus, the ROE is impacted by ~60bps and ROA

by ~10bps. We believe that the impact on profitability and the book value on account of this

demerger is modest and will not impair the underlying valuations of the company

due to value unlocking in SFIL. This is explained in depth in the SOTP slide

(no.8).

Source: Spark Capital Research

Page 8

How does the SOTP valuation for SUF stack up post demerger?

SOTP Valuation for SUF (Rs. Per Share) Pre-Demerger Post-Demerger

Core business value @ 3.6x Dec’18E 1,022 1,014

Housing business @ 1.8x Dec’18E 90 90

AMC @ 5% Dec’18E AUM 139 139

Insurance @ 1.1x Dec’18E GWP 157 157

Other Investments @ 4x Investments 54 14

Total value per share 1,461 1,413

Investment in SFIL 47

Total Value per share including SFIL investment 1,460

Share Price of SFIL (upside for existing investor in SUF) 132

Total upside for an existing shareholder in SUF 1,592

CMP (Rs.) 1,381

Upside % from CMP 15.3%

Market Capitalization of Combined Entities Rs. Mn

Market Cap of SUF as on Feb 21, 2017 153,440

Less: Value of investments being transferred (4x BV of investments) 4,483

Add: Value of investment in SFIL (26.47% stake in SFIL) 5,264

Total Valuation of SUF upon demerger (A) 154,221

Total Valuation of SFIL (as arrived on slide no.6) (B) 19,886

Total combined market valuation post value unlocking (A)+(B) 174,107

Impact on Core business valuation due to

• Lower book value on account of lower

accretions resulting from lower dividend.

Investments in SFIL to accrue to SUF’s

valuation post demerger. Value unlocking

upon demerger is estimated at Rs.47 per

share.

Existing shareholders in SUF to get one

share in SFIL. This may translate into per

share value of Rs.132 upon listing of SFIL.

Please refer to slide no.6 for detailed

calculations on SFIL’s valuation.

As per our estimates, an existing investor

stands to gain one share of SFIL and

consequently look at an upside of >15%

based on CMP. This is after a conservative

estimate of the various investments based on

trailing numbers and after ascribing a hefty

40% holding company discount on trailing

numbers. We believe the upside could be

material based on price discovery upon

listing of SFIL.

Financials of Investments being Demerged

Page 9

FY16 Financials - Figures in Rs.mn Sales EBITDA EBITDA

Margin PAT Net Worth

Capital

Employed

Debt to

Equity ROCE ROE

Sundaram Clayton Ltd. 126,000 8,900 7.1% 2,440 14,020 34,410 1.04 14.1% 17.8%

Wheels India Ltd. 20,160 1,730 8.6% 400 4,080 7,940 0.95 10.3% 10.1%

India Motor Parts & Accessories Ltd. 5,020 310 6.2% 270 2,320 2,450 0.06 11.2% 12.0%

Brakes India Private Ltd. 34,960 4,510 12.9% 3,150 14,020 14,600 0.04 21.6% 22.9%

Turbo Energy Private Ltd. 9,230 1,780 19.3% 1,250 8,960 9,060 0.01 14.7% 14.9%

Lucas-TVS 22,800 1,160 5.1% 440 9,000 11,040 0.23 5.7% 5.0%

Delphi TVS Diesel Systems 7,690 960 12.5% - 2,830 6,760 1.39 3.6% -0.2%

Dunes Oman LLC (FZC) 3,420 880 25.7% 610 2,120 2,600 0.23 24.7% 28.4%

TVS Investments 6,170 160 2.6% 90 1,250 1,840 0.28 7.5% 6.2%

Flometallic 1,980 350 17.7% 160 1,010 1,870 0.85 12.0% 17.0%

Axles India 4,940 320 6.5% 130 820 960 0.17 16.7% 16.5%

Sundaram Business Services Ltd. 240 6 2.5% - 70 100 0.51 0.0% 0.0%

Sundaram BPO India Ltd. 160 4 2.5% 1 100 110 0.07 0.0% 0.5%

Financial Summary – Pre Demerger

Page 10

Abridged Financial Statements Key Metrics

Rs.mn FY16 FY17E FY18E FY19E FY20E FY16 FY17E FY18E FY19E FY20E

Profit & Loss Growth ratios

Net Interest Income 10,947 11,870 13,723 15,610 17,716 ABV per share 10% 10% 11% 13% 13%

Other Income 1,626 1,117 1,262 1,425 1,338 AUM growth 10% 15% 13% 13% 14%

Total Income 12,573 12,987 14,985 17,035 19,054 Borrowings 0% 15% 13% 13% 14%

Operating Expenses 4,930 5,079 5,692 6,404 7,164 NII 1% 8% 16% 14% 13%

PPOP 7,643 7,908 9,293 10,631 11,890 PAT 5% 1% 13% 19% 12%

Provisions 811 888 1,319 1,124 1,216 EPS 5% 1% 13% 19% 12%

PBT 6,832 7,020 7,974 9,507 10,674 Asset-Liability Profile

PAT 4,773 4,822 5,462 6,512 7,312 Leverage (x) 5.4 5.3 5.4 5.5 5.5

Balance Sheet Core Tier 1- CAR 14.8% 14.5% 14.3% 14.3% 14.3%

Net worth 33,126 36,491 40,415 45,322 51,029 Profitability and Efficiency

Paid Up Capital 1,111 1,111 1,111 1,111 1,111 GNPA 2.1% 2.2% 2.4% 2.1% 1.9%

Reserves 32,015 35,380 39,304 44,211 49,918 Net Interest Margin 6.4% 6.2% 6.3% 6.3% 6.3%

Others Capital Instruments ROA (incl Off B/S) 2.4% 2.1% 2.1% 2.2% 2.2%

Borrowings 125,867 144,636 163,827 185,881 211,122 ROE 15.2% 13.9% 14.2% 15.2% 15.2%

Total Liabilities & Net worth 173,926 194,800 219,474 247,959 280,752 Cost/Income 39.2% 39.1% 38.0% 37.6% 37.6%

Advances 178,950 205,741 233,040 264,411 300,316 Dupont Analysis

Fixed Assets 2,784 2,654 2,465 2,255 2,025 NII/Total Assets (On+Off) 5.4% 5.3% 5.4% 5.4% 5.4%

Net Current Assets 8,882 13,910 16,908 20,552 24,981 TI/Total Assets (On+Off) 6.2% 5.8% 5.8% 5.9% 5.8%

Total Assets 173,926 194,800 219,474 247,959 280,752 Opex/Total Assets (On+Off) 2.4% 2.2% 2.2% 2.2% 2.2%

Off Balance Sheet Assets 36,574 46,292 52,434 59,492 67,571 PPOP/Total Assets (On+Off) 3.8% 3.5% 3.6% 3.7% 3.6%

Total Assets (incl. Off B/S) 210,500 241,092 271,908 307,451 348,323 Provisions/Total Assets (On+Off) 0.4% 0.4% 0.5% 0.4% 0.4%

PAT/Total Assets (On+Off) 2.4% 2.1% 2.1% 2.2% 2.2%

Shares outstanding (mn) 111 111 111 111 111 Valuation

Current market price (Rs.) 1,375 1,375 1,375 1,375 1,375 Book Value per share (Rs.) 298 328 364 408 459

Market capitalization (Rs. mn) 152,790 152,790 152,790 152,790 152,790 Adj Book Value per share (Rs.) 290 318 352 397 449

Earnings per share (Rs.) 43.0 43.4 49.2 58.6 65.8 P/ABV (x) 5.4 4.6 3.8 3.1 2.6

Dividend per share (Rs.) 11.00 11.00 11.50 12.00 12.00 P/E (x) 23.4 22.8 19.6 15.8 13.3

Financial Summary – Post Demerger

Page 11

Abridged Financial Statements Key Metrics

Rs.mn FY16 FY17E FY18E FY19E FY20E FY16 FY17E FY18E FY19E FY20E

Profit & Loss Growth ratios

Net Interest Income 10,947 11,870 13,723 15,610 17,716 ABV per share 10% 10% 6% 13% 13%

Other Income 1,626 1,117 752 915 828 AUM growth 10% 15% 13% 13% 14%

Total Income 12,573 12,987 14,475 16,525 18,544 Borrowings 0% 15% 13% 13% 14%

Operating Expenses 4,930 5,079 5,692 6,404 7,164 NII 1% 8% 16% 14% 13%

PPOP 7,643 7,908 8,783 10,121 11,380 PAT 5% 1% 6% 21% 13%

Provisions 811 888 1,316 1,121 1,213 EPS 5% 1% 6% 21% 13%

PBT 6,832 7,020 7,467 9,000 10,167 Asset-Liability Profile

PAT 4,773 4,822 5,115 6,165 6,964 Leverage (x) 5.4 5.3 5.5 5.6 5.7

Balance Sheet Core Tier 1- CAR 14.8% 14.5% 13.8% 13.8% 13.7%

Net worth 33,126 36,491 38,967 43,527 48,886 Profitability and Efficiency

Paid Up Capital 1,111 1,111 1,111 1,111 1,111 GNPA 2.1% 2.2% 2.4% 2.1% 1.9%

Reserves 32,015 35,380 37,856 42,415 47,775 Net Interest Margin 6.4% 6.2% 6.3% 6.3% 6.3%

Others Capital Instruments ROA (incl Off B/S) 2.4% 2.1% 2.0% 2.1% 2.1%

Borrowings 125,867 144,636 163,827 185,881 211,122 ROE 15.2% 13.9% 13.6% 14.9% 15.1%

Total Liabilities & Net worth 173,926 194,800 218,339 246,778 279,523 Cost/Income 39.2% 39.1% 39.3% 38.8% 38.6%

Advances 178,950 205,741 233,040 264,411 300,316 Dupont Analysis

Fixed Assets 2,784 2,654 2,465 2,255 2,025 NII/Total Assets (On+Off) 5.4% 5.3% 5.4% 5.4% 5.4%

Net Current Assets 8,882 13,910 16,908 20,552 24,981 TI/Total Assets (On+Off) 6.2% 5.8% 5.7% 5.7% 5.7%

Total Assets 173,926 194,800 218,339 246,778 279,523 Opex/Total Assets (On+Off) 2.4% 2.2% 2.2% 2.2% 2.2%

Off Balance Sheet Assets 36,574 46,292 52,434 59,492 67,571 PPOP/Total Assets (On+Off) 3.8% 3.5% 3.4% 3.5% 3.5%

Total Assets (incl. Off B/S) 210,500 241,092 270,773 306,271 347,094 Provisions/Total Assets (On+Off) 0.4% 0.4% 0.5% 0.4% 0.4%

PAT/Total Assets (On+Off) 2.4% 2.1% 2.0% 2.1% 2.1%

Shares outstanding (mn) 111 111 111 111 111 Valuation

Current market price (Rs.) 1,381 1,381 1,381 1,381 1,381 Book Value per share (Rs.) 298 328 351 392 440

Market capitalization (Rs. mn) 153,440 153,440 153,440 153,440 153,440 Adj Book Value per share (Rs.) 290 318 339 381 430

Earnings per share (Rs.) 43.0 43.4 46.0 55.5 62.7 P/ABV (x) 5.4 4.6 3.9 3.2 2.6

Dividend per share (Rs.) 11.00 11.00 11.50 12.00 12.00 P/E (x) 23.5 23.0 20.9 16.7 14.0

Spark Disclaimer

Spark Capital Advisors (India) Private Limited (Spark Capital) and its affiliates are engaged in

investment banking, investment advisory and institutional equities and infrastructure advisory

services. Spark Capital is registered with SEBI as a Stock Broker and Category 1 Merchant Banker.

We hereby declare that our activities were neither suspended nor we have defaulted with any stock

exchange authority with whom we are registered in the last five years. We have not been debarred

from doing business by any Stock Exchange/SEBI or any other authorities, nor has our certificate of

registration been cancelled by SEBI at any point of time.

Absolute Rating Interpretation

BUY Stock expected to provide positive returns of >15% over a 1-year horizon

ADD Stock expected to provide positive returns of >5% – <15% over a 1-year horizon

REDUCE Stock expected to provide returns of <5% – -10% over a 1-year horizon

SELL Stock expected to fall >10% over a 1-year horizon

Spark Capital has a subsidiary Spark Investment Advisors (India) Private Limited which is engaged in the services of providing investment advisory services and is registered with SEBI as

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report.

0

500

1,000

1,500

2,000

Feb-14 Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17

Rs. Sundaram Finance – 3 Year Price and Rating History

Price Target

Report Date Price Target Reco.

31/Jan/17 1,375 1,461 Add

13/Dec/16 1,211 1,281 Add

07/Nov/16 1,345 1,510 Add

02/Aug/16 1,468 1,546 Add

06/Jun/16 1,432 1,509 Add

03/Feb/16 1,360 1,464 Buy

03/Nov/15 1,520 1,640 Buy

26/Aug/15 1,467 1,611 Buy

05/Jun/15 1,470 1,650 Buy

15/Sep/14 1,100 1,320 Buy

Disclaimer (Cont’d)

This report has been prepared on the basis of information, which is already available in publicly accessible media or developed through an independent analysis by Spark Capital. While we would

endeavour to update the information herein on a reasonable basis, Spark Capital and its affiliates are under no obligation to update the information. Also, there may be regulatory, compliance or

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incorporated a disclosure of interest statement in this document. This should however not be treated as endorsement of views expressed in this report:

Disclosure of Interest Statement SUF

Analyst financial interest in the company Yes

Group/directors ownership of the subject company covered No

Investment banking relationship with the company covered No

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Associates of Spark Capital’s ownership more than 1% in the company covered No

Any other material conflict of interest at the time of publishing the research report No

Receipt of compensation by Spark Capital or its Associate Companies from the subject company covered for in the last twelve months:

Managing/co-managing public offering of securities

Investment banking/merchant banking/brokerage services

Products or services other than those above

In connection with research report

No

Whether Research Analyst has served as an officer, director or employee of the subject company covered No

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