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Investor Presentation June 2020 SECTION I  Max Financial Services Max Group Vision “To Be the Most Admired Corporate for Service Excellence”

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Investor Presentation June 2020 SECTION I  Max Financial Services Max Group Vision “To Be the Most Admired Corporate for Service Excellence” Max Financial Services Limited Investor Presentation June 2020 SECTION I Max Financial Services Max Group Vision “To be the most admired corporate for service excellence” • Positive social impact • Culture of Service Sevabhav • Helpfulness • Mindfulness • Expertise • Entrepreneurship Excellence • Dependability • Business performance • Transparency • Respect Credibility • Integrity • Governance 3 Max Group – Overview Max Group - Sponsors 28.3% 40.9% 49.7% Senior Living and Real Estate, Manufacturing Holding Life Insurance Business Companies Skilling businesses & Other businesses 51% 72.52%^ 100% 100% • Independent living - Residencies • Assisted Living - Care Homes Operating • Homecare - Care@Home 100% Companies 100% 100% Relatively stable, profitable and dividend Growth businesses Entrepreneurial Ventures paying ^ Max Life to be 70:30 JV with Axis Bank post series of transactions 4 Evolution of Max Group First wave: Early years, Second wave: Group reinvented Third wave: Corporate restructuring to Started with Manufacturing from a B2B conglomerate to a B2C unlock value & Portfolio Rebalancing Businesses (1982 – 2000) company (2000 – 2014) (2015-20) Started its journey with Reinvented itself … Shifted from B2B Acquisitions, Demerger, Wider world of Manufacturing & trading to B2C : businesses through MVIL & Portfolio businesses rebalancing : • Life Insurance: JV with NYL in 2001, new • Demerger: Spilt into 3 entities, Max Financial, • Pharma: Penicillin-based drug JV partner MSI in 2012 Max India & Max Ventures • Packaging Films: Max Speciality Films • Health Insurance: JV with Bupa in 2009 • Wider world of businesses : MVIL forays into Real Estate; NYL acquires 22.5% stake in MVIL; • Electronics: Partnered with Avnet • Healthcare: JV with LHC in 2012, LHC Toppan inducted as JV partner in Max • Cellular services: JV with Hutchison equalize stake in 2014 invested 766 Cr Speciality Films • Re-balancing Portfolio: MHC merged with • Paging services: Tie-up with Motorola • Senior Living: Launched first community rd in Doon in 2013 Radiant to create 3 largest Hospital chain; • Communication & Satellite: Comsat JV True North acquired Max’s stake (51%) in Max • Fund Raised: Warburg invested 340 Cr in Bupa for Rs 543 Cr • Printed Circuit Board: JV with Atotech 2005; 1000 Cr QIP in 2007; IFC invested • Holistic Senior care service provider: Antara • Divestment: Divested 40% stake in 450 Cr till 2009; GS invested 522 Cr in aspires to create an ecosystem for seniors Telecom business for a gain of 488 Cr 2010 offering a blend of lifecare & lifestyle products. 5 Journey of Successful Partnerships Current JV Partners Marquee Investors Past JV Partners 6 MFS – Board of Directors Former Chairman of HSBC India. Serving on the Chairman and Founder Founder and Chairman of Max Group. Awarded Independent Director Board of L&T, Cipla, Nayara Energy, Lafarage Mr. Analjit Singh with highest civilian honor, the Padma Bhushan Mrs. Naina Lal Kidwai Holicim Managing Director Independent Director Currently the Chairman of Rothschild and Co, Seasoned professional with 36 years of Sir Charles Richard India. He is a Director of the JP Morgan Asian experience in Corporate Finance and Banking Mr. Mohit Talwar Vernon Stagg Investment Trust Former CEO of HSBC Asia Pacific with 35 yrs of Seasoned professional with 37 years experience Independent Director Independent Director experience. Serving on the Board of Vedanta, with Bank of New York Mellon and Bank of Mr. Aman Mehta Mr. Jai Arya TCS, Tata Steel, Wockhardt & Godrej Consumer America CEO & Managing Director of Max Ventures and Director Independent Director Former IAS officer of 1977 batch and has served Industries Limited. Responsible for the overall Mr. Sahil Vachani Mr. D. K. Mittal the government of India in various capacities strategic vision and direction of the company 7 Max Group – Senior Management Mohit Talwar • Vice-Chairman, Max Group • Managing Director, Max India Limited • Managing Director, Max Financial Services • Vice-Chairman, Max Ventures and Industries Ltd • Chairman, Max Specialty Films Prashant Tripathy Sahil Vachani • Managing Director & CEO, Max Life Insurance • MD & CEO, Max Ventures and Industries Limited • Director in Max Financial & Max Life Insurance Tara Singh Vachani Rajit Mehta • Executive Chairman, Antara Senior Living • Managing Director& CEO, Antara Senior Living • Director in Max India & Max Healthcare • Group role to oversee Max India New Growth Initiatives and Advisor for Max Group’s Human Capital Ramneek Jain Rajender Sud • CEO, Max Specialty Films • CEO, Max Skill First Limited 8 Max Group Overview 1 USD 2.5 billion Revenues… 4 Mn Customers… 16,000 Employees… ~46,000 Agents 2 Strong growth trajectory even in challenging times; a resilient & diversified business model 3 Steady revenue growth and cost rationalization leads to strong financial performance 4 Well established board governance….internationally acclaimed domain experts inducted 5 Diversified ownership…..marquee investor base 6 Superior brand recall with a proven track record of service excellence 7 Strong history of entrepreneurship and nurturing successful business partnerships basis FY20 numbers for conversion assumed 1 USD = INR 75 9 High pedigree of long-term investor base Shareholding concentrated with Marquee Investors ▪ KKR Shareholding Pattern ▪ Baron Emerging Market Fund as on 31st Mar 20 ▪ Ward ferry ▪ New York Life Public ▪ Vanguard 13.9% Promoter ▪ Norway Government Pension Fund 28.3% ▪ Jupiter ▪ Blackrock FII- Others ▪ Neuberger Berman 23.9% ▪ Eastspring KKR 6.7% ▪ Dimension ▪ Mirae Mutual Fund Mutual Funds ▪ HDFC Mutual Fund 27.2% ▪ Reliance Mutual Fund ▪ Kotak Mutual Fund ▪ ICICI Prudential Mutual Fund Number of outstanding shares: 26.95 Cr. ▪ Aditya Birla Sunlife Mutual Fund ▪ DSP Mutual Fund 10 SECTION II Recent Developments in Max Financial & Max Life MSI & Axis Transaction Summary MSI Transaction ▪Preferential allotment to MSI in MFS against swap of shares held by MSI in Max Life ▪MFS to acquire balance 5.17% stake from MSI at Rs 85 per share for cash consideration of Rs 843 Cr ▪Transaction expected to be completed by Jun’20, subject to receipt of all regulatory approvals (DEA, IRDAI & CCI) Axis Transaction ▪ Axis Bank to acquire 29% stake in Max Life from MFS at a valuation as per Tax Book value (currently at Rs 28.62/sh^; ~ Rs 1,600 Cr) ▪ Post completion of series of transactions Max Life will be a 70:30 JV between MFS and Axis Bank ▪ This transaction brings together the 3rd largest private bank and 4th largest private life insurer in the country ▪ It will significantly improve Max Life’s competitive position vis a vis its Peers, including other large bank owned private life insurers ▪ Axis & Max Life had a successful business relationship with 19 lacs customers and premium generated over Rs. 38,000 Cr ▪ This JV will govern this in the spirit of equal partnership. Max Life will have 4 directors nominated by MFS and 3 by Axis ▪Transaction expected to be completed by Dec’20, subject to receipt of all regulatory approvals (RBI, IRDAI & CCI) 12 Transaction Structure Final structure (Post completion of series of transactions Current Structure step wise detail given below ) Mitsui Max Promoter Public Max Promoter Public Sumitomo 28.31% 71.69% 22.11% 21.87% 56.02% Max Financial Max Financial (MFSL) (MFSL) Max Life Max Life (MLIC)^ (MLIC) 72.52% 25.48% 1.99% 70% 30% Max Financial Mitsui Max Financial Axis Bank Axis Bank (MFSL) Sumitomo (MFSL) ▪ Step 1: MSI to hold 21.87% stake of MFS stake in exchange of 20.57% of Max Life through a Share SWAP transaction ▪ Step 2: MFS & MSI to acquire 1% stake in Max Life from Axis in the ratio of 74: 26 ▪ Step 3: MFS to sell 29% stake in Max Life to Axis at Tax Book Value ▪ Step 4: MFS to acquire balance 5.17% stake from MSI Note: MFS Shareholding on undiluted basis 13 SECTION III Max Life Insurance – Insurance Opportunity Weak macroeconomic environment led to de-growth in financial assets flow; Life Insurance is among preferred asset class in India Retail wealth in India - Increasing preference for avenues other than cash High Savings Culture though savings rate slowing due to consumption and bank deposits Amount in INR Trillion ` 226 Growth 22% 20% 20% lakh cr 2019 Vs 2015 24% 18% 18% 19% 18% 0.4 0.5 0.4 0.3 0.4 0.5 0.5 0.4 19.1 21.8 13.2 15.9 13.9 14.7 14.2 15.1 20.6 20.0 42% 10% 9.3 10.6 11.9 12.6 15.0 16.1 Bank Deposits 46% -2.9 -3.3 -3.6 -3.8 -3.9 -4.7 -7.4 -7.7 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 Gross Financial Savings Savings in Physical Assets Gold and Silver Financial Liabilities Household savings/ GDP (%) 16% Source: Handbook of Statistics on Indian Economy 2016/2017/18/19 12% Insurance AUM 17% Household Savings flow - ~3% de-growth in financial assets flow in 2019 - 7% Lowest in last 5 years 4% Direct Equities 2015 – 2019 10% 6% Amount in INR Bn 26% CAGR Mutual Funds 4% 9% 9% 41% 47% 55% 47% 50% 48% 52% 10% Cash 10% 20% 59% 53% 53% 50% 52% 48% 12% 24% 45% Others 13% 2008 2010 2015 2016 2017 2018 2019 Financial Assets Physical Assets 2015 2019 Source: Karvy India Wealth Report 2015/2016/2017/2018/2019 Source: Handbook of Statistics on Indian Economy 2016/2017/18/19 Direct Equities only for retail investor class; Bank Deposits include FD, CA deposits, SA deposits, NRI deposits X% CAGR 15 Significant opportunity for Life Insurance to grow in India on the plank of ensuring disciplined savings over a long term – Only asset class which is effective in addressing the gap Gap between other countries and India is significant for Life Insurance
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