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NLB

Investor Presentation May 17, 2017

1985_rns_2017-05-17_ca0a846e-995d-40ee-b2d5-2b8ea16b184e.pdf

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NLB Group Presentation − Q1 2017

Disclaimer

THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN, OR TO ANY RESIDENT THEREOF, OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL.

This presentation includes forward-looking statements within the meaning of the safe-harbour provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements typically use terms such as "believes", "targets", "aims", "projects", "anticipates", "expects", "intends", "plans", "may", "will", "would", "could" or "should" or similar terminology. Statements in this presentation that are not historical facts are forward-looking statements, including statements relating to the intentions, beliefs or current expectations and projections of Nova Ljubljanska banka d.d., Ljubljana ("NLB") about its future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, provisions, impairments, strategies and opportunities, as well as potential developments in the legal and regulatory environment to which NLB is subject and developments in the markets in which NLB operates, including changes in interest rates, inflation, foreign exchange rates, demographics, and any assumptions underlying any such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will or may occur in the future. These forward-looking statements are based on NLB's beliefs, assumptions and current expectations regarding future events and trends that affect NLB's future performance, taking into account all information currently available to NLB, and are not guarantees of future performance. In particular, this presentation includes forward-looking statements relating but not limited to NLB's potential exposures to various types of operational, credit and market risk, such as counterparty risk, interest rate risk, foreign exchange rate risk and commodity and equity price risk. Such statements are subject to risks and uncertainties. These forward-looking statements are not historical facts and represent only NLB's beliefs regarding future events, many of which by their nature are subject to a number of risks and uncertainties, many of which are beyond NLB's control, that could cause NLB's actual results and performance to differ materially from any expected future results or performance expressed or implied by any forward-looking statements. NLB expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in their respective expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this presentation or to update or to keep current any other information contained in this presentation. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this presentation. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance.

The presentation has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of NLB or any of their respective parent or subsidiary undertakings or associated companies, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed for any purpose whatsoever on the truth, fullness, accuracy, completeness or fairness of the information or opinions contained in this presentation or any other information relating to NLB, its subsidiary undertakings or, associated companies or affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available and no responsibility or liability whatsoever is assumed by any such persons for any such information or opinions or for any errors or omissions or for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. The information in this presentation is in draft form and has not been verified. All information presented or contained in this presentation is subject to verification, correction, completion and change without notice. This presentation does not purport to contain all information that may be required to evaluate NLB. In giving this presentation, none of NLB or any of their respective parent or subsidiary undertakings or associated companies, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, or any other party undertakes or is under any obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it. None of the foregoing persons accepts any responsibility whatsoever for the contents of this presentation, and no representation or warranty, express or implied, is made by any such person in relation to the contents of this presentation. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this presentation. Recipients should not construe the contents of this presentation as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters.

Certain information in this presentation is based on public data obtained from sources believed by NLB to be reliable and in good faith, but no representations, guarantees or warranties are made by NLB with regard to accuracy, completeness or suitability of such data. NLB has not performed any independent review or due diligence of publicly available information regarding an unaffiliated reference asset or index. The opinions and estimates contained herein reflect the current judgment of the author(s) on the date of this presentation and are subject to change without notice. NLB does not have an obligation to update, modify or amend this presentation or to otherwise notify a reader thereof in the event that any matter stated herein, or any opinion, projection, forecast or estimate set forth herein, changes or subsequently becomes inaccurate.

This presentation has not been approved by any regulatory authority. This presentation does not, and is not intended to, constitute or form part of, and should not be construed as, any offer, invitation, solicitation or recommendation to purchase, sell, subscribe for or otherwise acquire, any securities of NLB in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as any inducement to enter into, any investment activity. This presentation should not be considered as a recommendation that any recipient of this presentation should purchase or sell any of the NLB financial instruments or groups of financial instruments or assets. This presentation does not include all necessary information, which should be considered by the recipient of this presentation when making a decision on purchasing any of the NLB financial instruments or assets. Each recipient of this presentation contemplating purchasing any of the NLB financial instruments or assets should make its own independent investigation of the financial condition and affairs, and its own appraisal of the NLB creditworthiness. Any purchase of securities in NLB should be made solely on the basis of the information contained in a prospectus relating to such securities. If published, any such prospectus would be available at the registered address of NLB and on its website. NLB has not finally decided whether to proceed with any transaction. Any corporate body or natural person interested in investing into NLB's financial instruments or assets should consult well-qualified professional financial experts and thus obtain additional information.

This presentation is for the use of the addressees only and may not be reproduced, redistributed or passed on to any other person or published, in whole or in part, for any purpose, without the prior, written consent of NLB. The manner of distributing this presentation may be restricted by law or regulation in certain countries, including (but not limited to) the United States. Persons into whose possession this presentation may come are required to inform themselves about and to observe such restrictions. By accepting this presentation, a recipient hereof agrees to be bound by the foregoing limitations.

NLB is regulated by The Bank of Slovenia i.e. "Banka Slovenije, Slovenska 35, 1505 Ljubljana, Slovenia" and by The Securities Market Agency i.e. "Agencija za trg vrednostnih papirjev, Poljanski nasip 6, 1000 Ljubljana, Slovenia."

Team

Nova Ljubljanska Banka (NLB)

Blaž Brodnjak

Chief Executive Officer (CEO) Chief Marketing Officer (CMO)

  • Responsible for Corporate and Retail Banking since December 2012; CEO since February 2016
  • Supervisory Board experience at 11 banking, 3 insurance and 1 manufacturing company
  • MBA from IEDC Bled School of Management (Slovenia)

  • Chief Financial Officer of NLB since July 2013
  • Previously held senior management positions at Dexia Kommunalkredit Group (CEE)
  • Previous consulting experience at Bain & Company and EY
  • MBA from INSEAD (France), MSc in Engineering from Vienna University of Technology (Austria)

Andreas Burkhardt Chief Risk Officer (CRO)

  • Chief Risk Officer of NLB since September 2013
  • Previously held senior managerial positions at Volksbank, including among others CRO at Volksbank Bosnia and CFO at Volksbank Romania
  • Supervisory Board experience at 3 banks
  • MBA from University of Dayton (USA), MSc in Economics from University of Augsburg (Germany)

László Pelle

Chief Operating Officer (COO)

  • Chief Operating Officer of NLB since October 2016
  • Previously COO at Erste Bank in Budapest, COO at HSBC CEE and Operations and Technology Director at Citibank Hungary
  • Supervisory Board experience at 1 pension fund
  • Master's Degree from Technical University of Budapest (Hungary)

X Represents years of experience

Overview of NLB Group today

Investment highlights

  • The largest banking and financial institution in Slovenia by total assets
    • 100% owned by the Republic of Slovenia
    • Leading bank for retail and corporate clients in Slovenia, with 695k active clients and 23.4% market share by total assets (as of Mar-17)
  • Active in 6 attractive markets in South-Eastern Europe
    • 4 of the NLB Group banks are Top-3 banks in their respective markets (by total assets)
    • Sizeable aggregate population of 15.4m as of Dec-16
  • Underwent substantial transformation since 2013, achieving turnaround in operational profitability and asset quality
    • ~21% reduction in operating costs (FY'12-FY'16), an equivalent of -6% CAGR, with 61% C/I as of FY'16
    • NPL ratio reduced from Dec-12 peak of 28.2% to 12.7% in Mar-17
    • 13 consecutive quarters of stable and positive performance
  • Extensive distribution network of 356 branches
    • 113 branches in Slovenia (Mar-17)
  • Attractive dividend payout ratio
    • 48% of 2015 NLB Group net profit paid out in August 2016
    • 58% of 2016 NLB Group net profit paid out in April 2017(3)

Key figures

Balance sheet (EURm) Dec-15 Dec-16 Mar-16 Mar-17 Delta
Total assets 11,822 12,039 11,931 12,090 1%
Loans to customers (gross) 8,351 7,901 8,336 7,876 -6%
Loans to customers (net) 7,088 6,997 7,106 7,005 -1%
Customer deposits 9,026 9,439 9,069 9,514 5%
Attributable equity 1,423 1,495(4) 1,482 1,565(4) 6%
P&L (EURm) FY'15 FY'16 Q1'16 Q1'17
Net interest income 340 317 80 75 -6%
Pre
provision income
186 186 53 64 19%
Profit after tax 92 110 52 82 56%
Dec-15 Dec-16 Mar-16 Mar-17
Key ratios
(%)
/ FY'15 / FY'16 / Q1'16 / Q1'17
CET1 ratio 16.2% 17.0%(5) 16.3% 16.7%(5) 0.4pp
C/I
ratio
61.6% 60.9% 57.1% 51.5% -5.6pp
NPL
ratio
19.3% 13.8% 18.4% 12.7% -5.7pp
NPL coverage
ratio
72.2% 76.1% 73.2% 75.6% 2.4pp
NPE
ratio (EBA)
14.3% 10.0% 13.7% 9.3% -4.4pp
NPE coverage
ratio (EBA)
69.9% 72.2% 63.1% 70.7% 7.6pp
RoE after tax 6.6% 7.4% 14.4%(6) 21.4%(6) 7.0pp

Total assets by country (Mar-17) (2)

Source: Company information, Bank of Slovenia

Note: (1) Government departments, municipalities and agencies; (2) Geographical analysis based on location of assets of the NLB Group; (3) Represents dividend of EUR63.8m, approved by General Meeting of Shareholders; (4) Pre EUR63.8m Apr-17 dividend payment distribution to existing shareholders; (5) Post EUR63.8m Apr-17 dividend payment distribution; (6) Based on annualized Q1'16 and Q1'17 figures, respectively

Background to 2013 recapitalisation

  • Severe economic contraction in Slovenia during 2009 – 2013 drove NLB's NPLs to unprecedented levels
  • An independent Asset Quality Review (AQR) and stress tests undertaken in 2013 by international consultants under the auspices of the Bank of Slovenia identified EUR1.7bn(1) capital shortfall for NLB
  • To address that, a number of measures were taken for the recapitalisation of the bank
  • As a result of State aid, RoS and NLB entered into a restructuring plan, including commitments for NLB's re-privatisation

Recapitalisation measures • Outstanding EUR184m share capital of NLB was reduced to nil • Bail-in by way of termination of EUR250m outstanding subordinated debt instruments(2) • Transfer of EUR1,155m net assets to BAMC(3) resulting in a net loss of EUR545m(4) • EUR1.55bn capital increase, covered entirely by the Republic of Slovenia 1 2 3 4

2013 recapitalisation Journey so far

Source: Company information, Slovenian Statistical Office

Note: (1) Capital shortfalls of EUR1,464m under baseline scenario and EUR1,668m under adverse scenario, including new DTAs effect; (2) EUR258m including accrued interest; (3) Gross book value of assets: EUR2,169m; Transfer price: EUR610m; (4) Represents exposures to 279 customers including NPLs and claims against non-strategic clients; (5) EUR1,070m of provisions and impairments; (6) Includes 2013 Other comprehensive income and transactions with non-controlling interests

Journey so far

Transformation into a sustainably profitable client-oriented group, focused on core markets

Key initiatives implemented Overview Going forward

Focus on core businesses
1
and markets and
divestment of several
Retail banking
Largest retail banking group by loans, deposits and
number of branches

#1 in private banking and asset management
Ongoing initiatives
to transform
operations
non-core subsidiaries
and participations
Core
Slovenia
Corporate banking
Market leader in corporate banking with the largest
client base in the country

Strong trade finance operations and other fee-based
Capitalise on
attractive growth
prospects of
fee-generating

Emphasis on NPL recovery
2
Core businesses businesses
and improving asset quality
Largest brokerage network providing the best access to
Implementation of

Balance sheet reduction
3
Financial markets(1) securities markets for clients

#1 lead organiser for syndicated loans in Slovenia
differentiated risk
adjusted pricing

6% annual cost reduction
4
achieved(4)
Core Foreign strategic
Leading franchise in the SEE with 6 independent, well
capitalised and self-funded
subsidiaries
Increasing
contribution to

Focus on improved
5
members markets
The only international banking group with exclusive
focus on the SEE region
Group profits
business selection and
pricing with clear minimum
client RoE targets
Non-core
Slovenia
(part of
NLB
d.d.)
Corporate
lending
Equity investments
Real estate(2)

Assets booked under NLB d.d. or non-core subsidiaries
funded via NLB d.d.

Investments in listed and private Slovenian companies
Targeted exit by
2020 from selected

Improved risk management
6
policy and corporate
governance
Non-core
Non-core
members
Leasing, factoring
other(3)
and

Various run-off businesses including leasing and
factoring in the sale or liquidation processes

Real estate SPVs consolidating investments in SEE
ancillary businesses
and lending to
certain sectors

2013 recapitalisation Journey so far

Note: (1) Segment includes investment banking, custody services, ALM, trading and treasury

(2) GREAM; (3) NLB Leasing Ljubljana, NLB Interfinanz, Other Leasing, REAM and other Non-core members; (4) CAGR 2012 to 2016

Journey so far (continued)

Transformation into a sustainably profitable client-oriented group, focused on core markets

1.299 1.215

Key initiatives implemented

  • Focus on core businesses and markets and divestment of several non-core subsidiaries and participations 1
  • Emphasis on NPL recovery and improving asset quality 2
  • Balance sheet reduction 3
  • 6% annual cost reduction achieved(1) 4
  • Focus on improved business selection and pricing with clear minimum client RoE targets 5
  • Improved risk management policy and corporate governance

6

21% cost base reduction from 2012 (EURm)

Smaller and stronger balance sheet (EURm)

Return to profitability(2) (EURm)

2013 recapitalisation Journey so far

Note: NPL ratio and NPL stock based on credit portfolio, including balances and obligatory reserves with central banks and demand deposits at banks and different scope of consolidation; (1) CAGR 2012 to 2016; (2) Profit after tax attributable to the shareholders

Investment highlights

Investment highlights of NLB Group

Largest bank in Slovenia and among top players in selected SEE markets

Note: (1) As of Mar-17; (2) By AuM. Source: Slovenia Fund Management Association; (3) Excluding Slovenia

Dominant player in the Slovenian banking sector 1

Market leader across products in Slovenia

Source: Net loans, deposits and branches as per Company information; Market shares calculated based on respective aggregates of Bank Of Slovenia

Note: (1) Net loans and deposits from non-banking sector for NLB as at 31 March 2017, other banks as at 31 December 2016 (latest available). Loans for NLB without DARS bond; (2) Branches: NLB as at 31 March 2017; other banks as at 31 December 2016; (3) Loans, Deposits and Number of branches for NKBM include KBS Bank (merged January 2017)

Dominant player in the Slovenian banking sector Retail banking 1

Market
evolution

Retail lending has been steadily growing since 2014, primarily driven by mortgages;
household indebtedness remains low vs. Eurozone (22% of GDP as of 2015)

Housing transactions increasing, while prices stabilised in 2015

Significant growth of retail deposits
Retail net loans
(EURm)
(1)
24.2% 23.9%
23.7%
23.8%
Retail deposits
(EURm)
(1)
30.2%
30.2%
30.4%
30.3%
NLB positioning Market shares(1) resilient across market segments

(As of Mar-17: Retail net loans: 23.8%, Retail deposits: 30.3%)

Increasing share of new loan production in growing consumer segment, driven by
wide distribution network, strong sales force and large customer base
8.6%
7.781 7.898 8.295 8.447
Dec-14 Dec-15 Dec-16 Mar-17
14.627 14.997 15.956 16.199
dec-14 dec-15 dec-16 mar-17
Distribution
network

Network of 113 branches offers nationwide coverage, with presence in all key cities
of Slovenia

Key initiatives implemented in branches, including rollout of e-signature and branch
refurbishment
Total sector loans / deposits
Branch network (#)
121
121
113
113
NLB mkt share
%
NLB Klik(2) users
(000s)
220
219
214
208
Digital banking
Ongoing enhancement of online and mobile banking platform with the introduction of
new functionalities, including ability to initiate loan applications online and full online
availability of all transaction banking services

First bank to introduce contactless debit and credit cards in Slovenia
dec-14 dec-15 dec-16 mar-17 dec-14 dec-15 dec-16 mar-17
Upside from fee
generating
products
Private banking:

#1 market position, with growing customer base through conversion of existing NLB
customers and limited competition

Strong cross-selling capabilities with bancassurance and asset
management
Bancassurance:

Profitable and growing business segment, with ca 11.4% market share in life by
GWP(3), with upside potential from underpenetrated customer base (13% penetration)
Asset management:
# 1 player by AuM in Slovenian asset management exceeding EUR1.0bn in AuM(4)
Private
banking
1.077
1.102
1.009
858
624
554
474
377
dec-14 dec-15 dec-16 mar-17
AuM (EURm)
GWP (EURm)
62
62
54
1,5
1,9
1,0
60
60
53
FY'14
FY'15
FY'16
Life
Non-life
Clients (k)

Source: Bank of Slovenia, Company information

Note: All figures refer to full year ending 31-Dec unless stated otherwise; (1) Excluding the NPL sale effect of EUR27m net; (2) NLB Klik refers to NLB's online banking application; (3) Slovenian Insurance Association; (4) Including investments in mutual funds and discretionary portfolios. Source: Slovenian Fund Management Association

Dominant player in the Slovenian banking sector Corporate banking 1

Market
evolution

Corporate deleveraging post-crisis, volumes decreasing 8% on average
during 2014-16

Corporate credit demand demonstrated pick-up in 2016 as economic growth
continues

Substantial progress in corporate NPL resolution
NLB positioning
NLB is clear sector leader with 22.3% net loans market share(1); stable market
share despite NPL resolution and repayments
Loan balances in key business(2)

grew on 17% despite the sector falling by
8% on average since 2014

Market leader across deposit product lines: 20% market share for sight
deposits, 13% for term deposits
Competitive
advantage

Largest bank in the country with the highest capacity to
lend and best
capability to service large clients

Strong pricing power, driven by largest customer base –
NLB is positioned in
upper third of market

International desk to leverage on network of subsidiaries in the region
Strong fee
business

Leader in merchant acquiring with 12k POS terminals, 6k merchants and 35%
market share as at Mar-17

Strong performance of Investment Banking in Q1'17, with income growing
at 43.4% (compared to Q1'16 Y-o-Y)

Assets under custody reached EUR13.8bn in Mar-17 (+12.5% vs Dec-16)
Opportunity in
small and mid
business

Mid-corporate: with wide physical presence NLB has advantage in a strongly
contested market

Attractive fee business potential as relevant advisory and treasury services
can be offered at smaller scale

Statistics per key client segment(2) (EURm, Mar-17)

Clients Gross loans
(EURm)
Deposits
(EURm)
Large 668 1,652 195
Mid 2,565 434 438
SE(3) 13,243 103 450

SME gross loans(5) (EURm)

Source: Bank of Slovenia, Company information

Note: (1) Market share of NLB d.d. excluding DARS bonds and the NPL sale effect of EUR54m net; (2) Key business excludes workout and restructuring; (3) Small enterprises, excluding Standard segment clients

in Distribution Network; (4) Non-interest income per larger scale corporate clients (includes large corporate, mid corporate and small enterprises premium plus); (5) Excluding restructuring and workout

NLB's countries of presence outside Slovenia represent attractive markets, with significant growth potential 2

  • NLB's SEE footprint outside of Slovenia covers 5 countries with EUR68.8bn GDP and 15.4m population
  • Attractive growth markets, with 2.7% real GDP growth, EUR5k GDP/capita and 21% household indebtedness as % of GDP(5)

Slovenia Macedonia Bosnia(1) Kosovo Montenegro Serbia Total /
Average(5)
Population
(Dec-16, m)
2.1 2.1 3.9 1.8 0.6 7.0 15.4
GDP(3)
(2016,
EURbn)
39.8 9.9 15.0 6.1 3.7 34.1 68.8
GDP/Capita(3)
(2016, EURk)
19.3 4.8 3.9 3.4 6.0 4.9 4.6
Real GDP
growth
(2016)
2.5% 2.4% 2.5% 3.6% 2.4% 2.8% 2.7%
Inflation(4)
(2016)
-0.1% -0.2% -1.1% 0.3% -0.3% 1.2% -0.1%
Government
debt/GDP (2015)
83% 38% 31% 13% 67% 75% 45%
Household debt
/GDP (2015)
22% 22% 27% 12% 25% 19% 21%
Currency EUR MKD EUR(2) EUR EUR RSD n/a
Credit rating
(Moody's, S&P)
Baa3 / A n/a / BB- B3 / B n/a / n/a B1 / B+ Ba3 / BB- n/a

Source: IMF, World Bank, Central banks data, Bloomberg

Note: (1) Bosnia and Herzegovina is comprised of 2 entities, The Federation of Bosnia and Herzegovina and Republika Srpska; (2) Official currency is BAM – Bosnia-Herzegovina Convertible Mark, pegged to EUR; (3) Converted at average FX rate for 2016; (4) Average inflation for 2016; (5) Excluding Slovenia

Top position across target SEE countries 2

Unified brand across 6 markets since 2015

  • Leading franchise in the region based on total assets, compared to other banks present in the same countries, with network of 243 branches and 1.1m active clients(1) in SEE
  • The only international banking group with exclusive focus on the region
  • Independent, well capitalised, self-funded and profitable subsidiaries

Macedonia Bosnia Kosovo Montenegro Serbia
NLB Banka
Skopje
NLB Banka
Banja Luka
NLB Banka
Sarajevo
NLB Banka
Prishtina
NLB Banka
Podgorica
NLB Banka
Beograd
NLB
ownership (%)
87% 100% 97% 81% 99% 100%
No. of
branches
(#)
51 60 38 45 18 31
Market(2)
share %
16.2% 18.9%(3) 5.3%(4) 14.9% 12.5% 1.0%
Net interest
margin %
4.7% 2.9% 3.5% 4.9% 3.8% 6.3%
Cost/
income %
36.3% 43.4% 55.9% 37.7% 60.4% 74.8%
Loans/
Deposits %
80.1% 66.8% 76.2% 78.0% 77.8% 81.2%
NPL ratio % 5.7% 5.0% 9.4% 3.3% 13.6% 9.0%
RoE(5) 20.8% 20.6% 9.1% 18.9% 7.3% 4.7%
Total assets
(EURm)
1,139 644 514 526 461 313

(1) Excluding NLB d.d.; (2) Market share based on total assets, as of Dec-16; (3) Market share in the Republika Srpska; (4) Market share in the Federation of BiH; (5) Represents FY'16 figures

Consistent volume and revenue growth in International resulting in 14% RoE in FY'16… 2

21 22 22 12 13 13 13 14 14 10 11 11 12 13 13 17 15 17 86 88 89 2014 2015 2016 Operating expenses (EURm) C/I ratio 14% 61% 54% 51% RoE 3.5%

Net retail loans to customers (EURm)

325 379 422

2014 2015 2016

Net corp. loans to customers (EURm)

Kosovo Montenegro Serbia

Deposits from customers (EURm)

Note: Figures represent simple sum of individual financials from core foreign banks only (SPV in Serbia and Montenegro are excluded) excluding consolidation adjustments; (1) Republika Srpska; (2) Federation of BiH

2 …with solid performance continuing in Q1'17

  • Operating profitability improvement across all markets in SEE, with 9% net operating income growth y-o-y
  • Growing credit portfolio in all markets, with aggregate deposits balance marginally up q-o-q
  • Reversal of pool provisions represents EUR12m of total PBT increase
NLB Banka
Skopje
NLB Banka
Banja Luka
NLB Banka
Sarajevo
NLB Banka
Prishtina
Podgorica NLB Banka Beograd NLB Banka Total
foreign strategic
markets(1)
B/S (EURm) Dec-16 Mar-17 Dec-16 Mar-17 Dec-16 Mar-17 Dec-16 Mar-17 Dec-16 Mar-17 Dec-16 Mar-17 Dec-16 Mar-17 Δ
Total assets 1,153 1,139 635 644 498 514 516 526 473 461 276 313 3,551 3,597 1%
Gross loans 829 818 374 370 351 360 357 378 289 299 176 194 2,376 2,419 2%
Net loans 743 737 327 332 312 320 330 351 256 271 159 179 2,127 2,190 3%
Cash, CB(2)
,
LtB(3)
194 182 186 192 142 150 108 99 133 101 46 51 809 774 -4%
Deposits 938 920 495 497 407 421 442 450 361 348 190 220 2,835 2,856 1%
P&L (EURm) Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Δ
NII(4) 11.3 11.9 4.4 4.7 4.0 4.4 5.8 6.0 3.7 3.7 3.3 4.2 32.5 34.9 7%
NNII(4) 2.8 2.9 2.0 2.2 1.6 1.6 1.0 1.0 0.9 1.3 0.5 0.8 8.8 9.8 11%
NOI(4) 14.1 14.9 6.4 6.9 5.6 6.1 6.8 7.0 4.6 5.1 3.8 5.0 41.3 45.0 9%
OpEx -5.5 -5.4 -2.9 -3.0 -3.3 -3.4 -2.5 -2.6 -3.0 -3.1 -3.8 -3.7 -21.0 -21.2 1%
PPI 8.6 9.5 3.5 3.9 2.4 2.7 4.2 4.3 1.6 2.0 0.0 1.3 20.3 23.7 17%
PBT 9.2 15.4 4.6 12.6 3.1 2.2 2.7 4.8 1.4 2.9 1.0 2.9 22.0 40.8 85%
PAT 8.2 13.8 4.2 11.9 2.8 2.0 2.5 4.5 1.4 2.9 1.0 2.9 20.1 38.0 89%
Ratios Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Q1'16 Q1'17 Δ
L/D(5) 79% 80% 66% 67% 77% 76% 75% 78% 71% 78% 84% 81% n/a n/a n/m
C/I 39% 36% 45% 43% 58% 56% 38% 38% 66% 60% 91% 75% n/a n/a n/m
RoE 28% 41% 24% 60% 20% 13% 16% 28% 8% 15% 9% 24% n/a n/a n/m

Notes: (1) Calculated as simple sums for each item; (2) CB = Central Bank; (3) LtB = Loans to Banks; (4) NII: Net interest income, NNII: Net non interest income, NOI: Net operating income; (5) Q1'16 represents Dec-16, Q1'17 represents Mar-17

Investment highlights of NLB Group

Largest bank in Slovenia and among top players in selected SEE markets

Strong revenue performance driven by stable NIM and resilient fee income 3

Net interest income reduced as a result of financial markets Marginal reduction in NIM in Q1'17 (Group, %) book re-pricing (Group, EURm)

Fee income increasing q-o-q reflecting improvement in ancillary products and payments (Group, EURm)

International supporting revenue in the Core operations (Group, EURm)(2)

Source: Company information

Note: (1) NIM of 2.63% in 2016 if normalised for NPL sale impact; (2) The sum of net revenues and costs of the segments is greater than items from the consolidated income statement of the NLB Group, difference results from the activities between the segments which are netted on the Group level. Consolidation adjustment amounts to EUR0.8m in Q1'17, EUR0.9m in Q1'16; EUR4.0m in 2016, EUR3.9m in 2015 and EUR5.6m in 2014

Profitability improvement in all key business segments during FY'16, with reduction of non-core losses... 3

Profitable, client-oriented group, focused on core markets Core segments consistently profitable, retail and

Key metrics (FYE Dec-16, EURm) PBT Gross
loans
Assets % of
assets
Retail banking 31.5 1,992 2,118
Core
Slovenia
Corporate banking 29.5 2,511 2,339
Core Financial markets(1) 38.1 255 3,376 94%
Core
members
Foreign strategic
markets
67.6 2,457 3,540
Non-core
Slovenia
(part of
NLB
d.d.)
Corporate
lending
Equity Investments
Real estate(2)
364 158
Non-core Non-core
members
Leasing, factoring
other(3)
and
-18.9 312 345 4%
Other
segment
Group total
-17.2 (4)
131
10
7,901
164
12,039
~2%

Source: Company information

international increasingly profitable (PBT, EURm)

  • Profit before tax of key business activities decreased by EUR6m primarily as a result of lower interest income and EUR23m negative impact by NPL sale
  • Foreign strategic markets continued positive trend showing an EUR23m increase y-o-y vs 2015
  • Non-strategic markets and other activities drag on profitability considerably lower y-o-y

Note: (1) Segment includes investment banking, custody services, ALM, trading and treasury; (2) GREAM; (3) NLB Leasing Ljubljana, NLB Interfinanz, Other Leasing, REAM and other Non-core members; (4) Other activities includes the categories in Bank whose operating results cannot be allocated to individual segments, costs of restructuring, HR provisions, DGS and SRF payment, expenses from the vacant business premises and on non-recurring effect of Visa EU share transaction; (5) Includes workout and restructuring unit

3 ...with PBT growth continuing across segments in Q1'17

Note: Positive provisions refer to provision reversals

(1) The sum of net revenues and costs of the segments is greater than items from the consolidated income statement of the NLB Group, difference results from the activities between the segments which are netted on the Group level. Consolidation adjustment amounts to EUR0.8m in Q1'17, EUR0.9m in Q1'16

Source: Company information

Successful business transformation results in sustainable profitability with 20% profit growth in 2016 3

Evolution of group profitability since 2014 (EURm)

All Core foreign banks profitable(1) (EURm)

11 8 5 4 3 -18 13 10 8 6 4 1 25 14 11 5 5 2 14 12 5 3 2 3 NLB Banka Skopje NLB Banka Banja Luka NLB Banka Prishtina NLB Banka Podgorica NLB Banka Sarajevo NLB Banka Beograd 2014 2015 2016 Q1'17

Positive performance continued in 2016 and Q1'17

  • Continued trend of stable and profitable Group operations
  • In 2016, NLB Group generated EUR110.0m of profit after tax (20% increase YoY)
  • All Core foreign banks profitable since 2015 going forward

6% annualised cost reduction driven by network optimisation, HQ personnel and non-personnel reductions and Non-Core 3

Impressive cost reduction across the board (Group, EURm)…

Effective rationalisation of headcount and network (#)

dec-12 dec-13 dec-14 dec-15 dec-16 mar-17

Slovenia core Foreign strategic markets Non-core

• Strong management commitment to strict cost containment and optimisation measures

7 7 23 21

Q1'16 Q1'17

41 40

71 68

-4.9%

  • Headcount dropped by 14.5% between Dec-12 and Mar-17 driven primarily by Slovenia Core and Non-Core
  • Closure of unprofitable branches already took place across NLB Group, with high retention rate by transferring clients' business to nearest branches

…with trend continuing in Q1'17 (Group, EURm)

Source: Company information Note: (1) The sum of costs of the segments is greater than items from the consolidated income statement of the NLB Group, difference results from the activities between the segments which are netted on the Group level. Consolidation adjustment amounts to EUR4.0m in 2016

(3)%

(9)% (6)%

3 Double-digit increase in profit before tax since 2014

Normalising NLB Group profit before tax (Group, EURm) One-off items

• Exceptional items:

Q1'17:

• EUR9.5m gain from sale of Petrol shares and EUR1.2m Triglav settlement

2016:

  • EUR7.8m gain on sale of Visa Europe to Visa Inc.
  • EUR5.5m success fee and gain on sale of equity investments 2015:
    • EUR(10.6)m exchange difference on CHF
    • EUR5.2m gain on sale of Republic on Slovenia bonds
    • EUR(1.7)m other items

2014:

  • EUR22.8m gain on sale of equity investments
  • EUR11.9m gain on sale of Republic of Slovenia bonds
  • EUR0.8m other items

• Other provisions:

  • Q1'17
    • EUR21.0m reversal of pool provisions for corporate loans
  • 2016
    • EUR(10.6)m restructuring provisions
  • 2014
    • EUR2.9m provisions related to transfer to BAMC
    • EUR2.1m annuity payment

• Restructuring expenses:

• Expenses related to fulfillment of commitments towards EC (noncore disposal, compliance, EC procedures, NPL wind-down, cost reduction program)

• Project Pine:

• Reduction of net interest income and additional loan loss provisions following the NPL portfolio sale

(1) Net Cost of Risk, calculated as credit impairments and provisions (annualized level)/Average net loans to non-banking sector (excluding BAMC bonds) Source: Company information

of pool provisions

Funding structure driven by deposits and complemented by established wholesale markets access 4

Source: Company information

Strong retail franchise provides stable and price insensitive deposits base (EURm)

Decreasing deposit yields (%)

4 Well capitalised franchise with solid capital position…

  • Highest quality capital (CET1) at Group and NLB d.d.(1), reaching 16.7% in Mar-17 (calculated excluding Q1'17 net profit, equivalent to 1% of RWAs)
  • Marginal increase in credit RWAs in Q1'17, as a result of increased retail and governmental exposures. Operational risk RWAs increased as a result of the inclusion of 2016 revenues in the relevant calculation

RWAs expansion in 2015 driven by one-off increase in SEE sovereign risk weighting (Group, EURm)

44 64

44

FY'14 FY'15 FY'16 Profit after tax Retained earnings Dividend (paid next year)

CET1 ratio comfortably above regulatory requirements

20 22 24 24

Note: (1) NLB d.d. CET1 ratio amounted to 23.0% as of Mar-17; (2) NLB d.d. recognised DTAs accrued on the basis of temporary differences in an amount that is expected to be reversed in the foreseeable future (i.e. within five years based on future profit projections); Out of EUR289m March-17 deferred tax assets, EUR207m are generated from tax losses which can be used to reduce annual tax base of NLB by 50%

4 …and available options for capital optimisation

  • NLB's capital structure comprises entirely of CET1 capital
  • Subject to regulatory and shareholder approvals, NLB could proceed to reduction of CET1 capital via distribution of retained earnings and share buybacks while raising Tier 2 debt

Key conditions for potential capital optimisation measures:

  • Distribution of retained earnings
    • EUR81m as of Dec-16(2)
    • Payable after 1 January 2018 following the ceasing of the EC Restructuring Plan regarding the dividend restrictions
    • Impact on CET1 up to 100bps (based on static RWAs)
    • General meeting decision on appropriation of distributable profit allocated to retained earnings
  • Acquisition of own shares(3)
    • Permission from regulator (CRR article 77)
    • AGM decision authorising Management Board for acquisition
  • Issuance of Tier 2 bond
    • Subject to regulatory requirements (CRR Part 2, chapter 4, section 1)
    • T2 subordinated instrument (MREL/TLAC eligible)

Core foreign banks represent a self-funded source of profits, with solid capital adequacy 4

International contributes 45% of Group profit (Q1'17)

Core foreign banks self-funded by design (L/D ratio(1), Mar-17)(2)

Strong profitability of core foreign banks in 2016 (RoE)(2) Capital adequacy comfortably above local requirements(2)

Source: Company information Note: Geographical analysis based on location of assets of the NLB Group; (1) Calculation based on net loans; (2) Ordered based on FY'16 RoE

Investment highlights of NLB Group

Largest bank in Slovenia and among top players in selected SEE markets

Diversified loan portfolio 5

Dominated by Slovenian assets, focused on core markets and cautious risk taking

Credit portfolio by currency and rate type (Group, Mar-17)

Source: Company information

  • No large concentration in any specific industry or client segment
  • NLB's lending strategy focuses on its core markets of retail, SME and selected corporate business activities
  • Credit business restricted for certain business sectors as part of DG Comp commitments (construction, transport and financial holdings)
  • Great emphasis is also placed on further improvement of credit portfolio
    • Intensive and proactive handling of problematic customers
    • Changes in the credit process
    • Early warning system for detecting increased credit risk

Improving structure of credit portfolio by client credit ratings (Group)

NLB has driven a turnaround in asset quality 5

Further improvements driven by active NPL management and economic recovery

Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Mar-17

Low NPL formation drove normalisation of loan provisions (Group, EURm)(2)

Increasing NPL cash coverage(3) (Group, %)

Reduction of NPLs remains a key focus

  • Gross NPLs at Group level reduced by EUR84m in Mar-17
  • Positive momentum expected through active portfolio management and macro recovery

High coverage of NPLs

• Coverage ratio remained high in Mar-17 (76%) despite release of provisions in Q1'17

Active approach to NPL management

  • Strong emphasis on restructuring (over 65% of NPLs in restructuring process)
  • Other NPL management tools include: debt collection, foreclosure of collateral, sale of claims, active marketing and sale of pledged assets

Note: NPL was defined until December 2014 as loan exposure to D and E clients/claims and delays over 90 days from loans to A, B and C classified clients. Since customers with loans (in arrears over) with 90 days past due should be classified in non-performing grade (D or E), NPL definition changed and from 31.12.2014 include only D and E exposures; NPLs, NPL ratio and NPL cash coverage based on Credit portfolio;

(1) Refers to corporate loans issued since 2014 and retail loans issued since 2015; EUR19m refers to cumulative NPLs 2014-16; (2) Represents credit impairments and provisions; (3) Group NPLs cash coverage calculated including both individual and pool provisions

Project Pine: Disposal of ca EUR500m of non-performing exposures 5

Slovenia Corporate Slovenia Retail
Perimeter
Corporate NPL loans of
gross book value
of
EUR396m

~80% of portfolio
exceeded 360dpd

Total consumer NPL
loans of gross book value
of
EUR104m

~73% of portfolio
exceeded 360dpd
Transaction overview and rationale

Competitive tender process, run by
international financial consultant,
based on international standards
Status
Announced on 30 June
2016

Transaction closed in
Q3'16

Announced on 19
July
2016

Transaction closed in
Q3'16

Substantial de-risking of balance
sheet with immediate reduction of
NPL stock

Acceptable P&L impact for
Buyer
International investor

International investor
substantial NPL reduction
NPL
reduction

Gross NPLs reduced by EUR233m
by 2 percentage points, from 17.9% to 15.9%(2))
(NPL ratio improved
Significant release of workout
resources and collection cost
savings (direct costs & headcount
optimisation)
NPL
coverage

Minor increase in NPL coverage in 2016 after loans
transfer

Frees up senior management's time
P&L impact
One-off P&L impact of EUR29.9m(1)
FY'16 results
was reflected in from the legacy cases

Note: (1) Represents EUR25.8m loss from sale below book value, EUR4.1m reduction of previously recognised interest income

(2) Calculated based on Jun-16 static figures

NPLs adequately covered by provisions and collateral, with limited off balance sheet non-performing exposures 5

  • Total coverage exceeds 100% across segments
  • Limited non-performing exposures from off-balance sheet items (~EUR108m)

Group NPL structure (Mar-17, EURm)

Group NPL to NPE bridge (Mar-17, EURm)

Source: Company information Note: (1) Cash coverage calculated including both individual and pool provisions; (2) Calculated based on collateral capped at NPL exposure

Investment highlights of NLB Group

Largest bank in Slovenia and among top players in selected SEE markets

We have a clear strategy to address current challenges 6

Key trends and challenges

Sector and regulation Macro

Regulatory interventions

Further complexity through new
regulations (TLAC, Basel IV, IFRS9)

Market consolidation

Low interest rate environment

Heightening political and
geopolitical
risks

Subdued credit demand
Social and consumer Products and technology

More demanding and knowledgeable
clients

Product competition from new,
lower-cost entrants

Preference for digital channels

Enhanced customer insights
through sophisticated data management

Impact of social media

Key priorities

Focus on customer experience Omni-channel product distribution

  • Partnership programmes
  • End-to-end customer solutions

Optimised product offering

  • Pricing optimisation
  • Simplified product offering
  • Further focus on fee-based products

Simplicity champion

  • Operational optimisation
  • Right sizing workforce
  • IT transformation

Enhanced distribution

  • Migration to digital channels
  • Sales process optimisation
  • Improved customer insight

Improved risk management

  • Optimised risk processes
  • Improved risk modelling
  • Streamlined risk governance

Regional specialist

  • Exclusive strategic interest in and unique understanding of the region
  • Consistent strategy across markets

Medium-term objectives 6

Delivering growth, sustainable returns and attractive payout to shareholders

Source: Company information Note: (1) Target set by NLB management as a part of their 5-year plan for 2017-2021; (2) Calculated as credit impairments and provisions over average net loans to NBS; (3) Negative Cost of risk in Q1'17; (4) Q1'17 refers to FY'16 dividend payout; Calculated as % of consolidated group profit; (5) Based on EBA definition

Investment highlights of NLB Group

Largest bank in Slovenia and among top players in selected SEE markets

Appendix A

Slovenia macro and banking backdrop

Slovenia: Fully integrated into European institutions

  • Member of the EU and the Eurozone
  • Export-driven economy with valueadded export goods
  • Well educated labour force
  • Solid Parliamentary support for coalition Government (in place until Sep-18)

EUR 39.8bn nominal GDP

79.7%

Govt debt/GDP

A/BBB+/Baa3 Sovereign rating (S&P/Fitch/Moody's)

EUR 19k GDP/capita vs EUR 11k CEE average(1)

2.5% real GDP growth

8.1% unemployment rate(2)

-1.5% of GDP primary surplus

Recent milestones

Note: Macroeconomic data refer to FYE 31-Dec-16 unless otherwise stated

(1) CEE countries include Poland, Romania, Czech Republic, Slovakia, Hungary; (2) Survey unemployment rate as of Dec-16

Slovenian economy growing at 2.5% compared to 1.6% Eurozone growth, driven by exports and private consumption

Real GDP growth

2010 2011 2012 2013 2014 2015 2016 2017E 2018E

Recovery driving lower unemployment and higher consumer confidence(1)

Source: Statistical Office of the Republic of Slovenia, IMF, Global Insight, Press, OECD, National Bank of Slovenia

Macro update

  • Slovenian economy grew by 2.5% in 2016 stronger than Eurozone average of 1.6% and outperforming Apr-16 IMF estimate (1.9%)
  • Drivers included 4.6% exports growth and continued increase in private consumption (2.9% in 2016)
  • Economic recovery drove unemployment rate down by 1.5% since 2013
  • Consumer confidence increased by 37 points since its 2012(2) lows, driving household consumption growth

GDP by source and activities (EURbn)

Note: (1) Consumer confidence indicator represents score average from surveys about expected household financial situation, general economic situation, unemployment, and savings over next 12 months; Scale of -100 to +100;; (2) -45 as of November 2012; (3) Survey unemployment rate

Strong progress with structural reforms

Key reforms implemented

Measures

Adoption of
the fiscal rule requiring balanced budget over the
medium term(1)
Fiscal
Demonstrated progress in tax collection, with further
measures
implemented to fight tax evasion (e.g. on-line system of cash
registers)

Labour market reform implemented in 2013 has effected
numerous improvements:
Labour
Relaxation of employment and dismissal procedures

Reduced labour costs, through limiting notice periods and
severance payments
Pensions
Pension reform implemented
in 2012 has improved system
sustainability through:
Increased
statutory and minimum retirement age

Introduction
of penalties for early retirement

In 2013 Parliament approved 15 firms to be privatised

As
of Jul-16, 9 companies were successfully privatised
Privatisations
Strategy and management plan including performance criteria
for the management of state assets have been adopted

Established
Bank Asset Management Company managing
assets and orderly deleveraging companies
Banking
Banking sector CET1 ratio increased to all time high
(20.0% in Q4'15)

Privatisations attracted foreign investment

Asset Sector Investor Date EURm
Airlines 4K
Invest
Jan-16 n/a
Infrastructure Linetech Nov-15 n/a
Consumer VR Global Jul-15 n/a
Financial Apollo Global Jun-15 250
Consumer Podravka Apr-15 79
Infrastructure Fraport Sep-14 234
Industrials Mahle Holding Jun-14 108
Industrials Gores Group Jan-14 18
Chemicals Ring International Oct-13 254
Total >943

FDI (EURm)

Slovenian banking sector turnaround with vastly improved funding, asset quality and capital position

Sector NPE ratio evolution(1)

Sector CET1 and L/D ratio evolution

Overview of 2013 extraordinary measures

  • Significant contraction of economic activity since 2009 paired with high indebtedness of corporate sector drove NPEs to unprecedented levels
  • Asset Quality Review (AQR) undertaken in 2013 identified EUR 3.3bn(2) capital shortfall at systemic banks
  • Extraordinary measures included:

    • write-off of existing shareholders and holders of subordinated instruments
    • capital increase by RoS 100% state ownership of banks (NLB, NKBM, Banka Celje and Abanka)
    • transfer of EUR 3.3bn non-performing claims(3) to State-owned BAMC(4) leading to substantial losses for local banks
  • Profitability of Slovenian banking sector returned to positive levels in 2015

  • NPE ratio (according to the harmonised definition of EBA) decreased to 8.2%, as a consequence of active NPE management by local banks
  • L/D ratio decreased by ~67p.p. since 2010 to 79% as a result of stricter loan policies, low demand for loans and "cash-rich" retail and corporate sector
  • Sale of NKBM completed while Abanka and Banka Celje completed merger

Source: Bank of Slovenia, European Commission, Press, BAMC

Note: (1) EBA definition applied on Dec-15; (2) Assuming negative scenario with Core Tier 1 ratio at 6%; (3) EUR3.3bn exposure included equity claims and performing assets; (4) Bank Asset Management Company; (5) As of Jun-16

The banking system has seen a pick-up in corporate loans lending while interest rates remained stable

Retail and corporate loan growth (%)

Resurgence of corporate loans and steady growth in retail loans

  • Corporate loans stock increased by 7.1% in February 2017, from its September 2016 low
  • Retail loans stock increased by 5.6% vs January 2015, on the back of improving consumer confidence
  • Total loans to the non-financial sector grew by 4.2% Y-o-Y (Feb-16 to Feb-17)

Interest rate evolution (%)

Stable interest rate environment

• Average interest rate for loans remained stable for the past 12 months, with increasing trends for mortgage and corporate lending during the past 3 months

Appendix B

Additional information

Update on EC restructuring plan commitments

On 11 May 2017, the European Commission announced that final approval has been granted for the Slovenian state's request for a more gradual sale of its stake in NLB

Commitment Status
g
n
uri
ct
u

Reduction of balance sheet
Ongoing

Reduction of operating expenses

Divestment of several subsidiaries and participations
Ongoing
str
e
R

Reduction of credit business in several sectors

Restrictions on business with foreign clients, risk management and
credit
policies
al
NLB must pay dividends at the lower of:

50% (until 2017)
or
100% (in 2018) of the excess capital above the
minimum capital requirement(1) plus a capital buffer of 100bps; or

Profit after tax for the relevant year
ur
o
vi
a
h
e

Acquisition ban

Acquisition ban implementation extended to a new date,
according to 11
May 2017 press
release of the European Commission
B
Republic of Slovenia
to reduce stake in NLB to 25%+ 1 share by a certain
deadline

Sale allowed to take place in two tranches, according to 11 May 2017
press
release of the European Commission
Ongoing

State aid: Commission authorises more gradual sale of Slovenia's Nova Ljubljanska Banka

"The European Commission has endorsed a request by the Slovenian State for a more gradual sale of Slovenian bank Nova Ljubljanska Banka (NLB), amending the Commission's 2013 state aid Decision concerning NLB's restructuring. As part of the 2013 Commission decision, the Slovenian authorities had committed to sell a certain proportion of the State's shares in the bank before a specified confidential deadline. Slovenia will sell a first tranche within the original deadline but requested additional time to sell a second tranche. Apart from the timing Slovenia remains fully committed to divest the initially foreseen stake. In this context, Slovenia furthermore proposed an extension of the bank's acquisition ban. […]"

European Commission press release, 11-May-17

Source: Company information Note: (1) Applicable minimum capital requirement on the consolidated level (including Pillar 1 and 2)

NLB IT highlights

Infrastructure supports business requirements with an integrated architectural approach, providing robust operations and high availability, with rigorous cost control

Appendix C

Asset quality

Comprehensive Group Strategy towards NPE reduction

Solid underlying Group capabilities

Dedicated units

  • Restructuring Task Force for complex cases
  • Specialised restructuring teams mainly in Slovenia, with capabilities in foreign banks
  • Separated Non-Core Unit

Implementation and execution

  • Organised collection effort
  • Group real estate capabilities to facilitate foreclosure and liquidation

Group synergies

  • Transfer of know-how to subsidiary banks
  • Group Governance and oversight

Key strategies

Corporation collaboration with A Liquidation of collateral

  • specialised real estate team (GREAM) to evaluate optimal strategy for repossession and liquidation
  • Repossession of real estate

B Collections / cured clients

  • Proactive role as leading creditor in corporate restructurings of major Corporates
  • Consensual and court collection (alternative collection measures)

C Portfolio and asset sales

Specialised internal team focused on arranging portfolio and asset sales

D Write-offs

Write-off of fully provisioned NPLs based on strict rules

Demonstrated impact to asset quality

Impact on NPL ratio (Dec-13 to Mar-17, Group, EURm)

contribution in 2016 and Mar-17

Minimised new NPL formation and high quality of new production

221 118 118 4 5 10 1,5 225 123 128 13,5 Front Legacy Total NPL formation (Group, EURm) Formation as % of gross loans 2.2% 1.2% 0.1% 1.4%

• To come Comments

NPL formation for existing portfolio normalised across segments since 2014

2014 2015 2016 Q1'17

NPL formation for new production in Mar-17 well below 1.0% of gross loans at Group level

12,0

NPL cash and total coverage increased to 76% and 135%, respectively, in Mar-17

Coverage for the Group (%)

Comments

  • NPL coverage increasing since Dec-14 across key business segments of NLB Group, reaching 76% in Mar-17 (Group), with total coverage exceeding 135% when including collateral
  • NPLs of Core foreign banks fully covered with provisions
  • Total coverage well above 100% in all key segments

Note: Cash coverage calculated including both individual and pool provisions; Collateral coverage calculated based on collateral capped at NPL exposure

Appendix D

Financial statements

Key financial data and performance NLB Group (1/2)

FY'14 FY'15 FY'16 Q1-16 Q1-17
Net interest income 330 340 317 80 75
Net fee and commission income 148 147 146 35 37
Income from financial operations 38 4 20 7 14
Other Income (5) (8) (7) 3 4
Operating Income 511 483 476 124 131
Staff costs (163) (163) (165) (41) (40)
General expenses (105) (103) (96) (23) (21)
Depreciation and amortization expenses (36) (32) (28) (7) (7)
Operating expenses (304) (298) (290) (71) (68)
Pre Provision Income 208 185 186 53 63
Extraordinary measures 0 0 0 0 0
Impairment losses on credit risk (120) (51) (26) 5 25
Other(1) (22) (32) (35) (1) (1)
Investments in subsidiaries,
associates and JVs
3 4 5 1 1
Profit before income tax 69 107 131 58 89
Income Tax (4) (11) (15) (5) (5)
Profit after income tax 65 95 116 54 84
Profit
attributable to shareholders
62 92 110 52 82

Key financial data and performance NLB Group (2/2)

Dec-14 Dec-15 Dec-16 Mar-17
ASSETS
Cash and balances with Central Banks 1,128 1,162 1,299 1,520
Financial instruments(1) 2,529 2,578 2,778 2,631
Loans and advances to banks (net) 271 432 436 411
Loans and advances to customers 7,415 7,088 6,997 7,005
Investments in subsidiaries, associates and JV 38 40 43 44
Intangible assets 43 39 34 33
PP&E 215 208 197 194
Other assets 270 275 255 253
Total Assets 11,909 11,822 12,039 12,090
LIABILITIES & EQUITY
Deposits from banks 62 58 42 35
Deposits from customers 8,949 9,026 9,439 9,514
Borrowings 731 551 455 407
ECB funding 120 120 0 0
Securities and other liabilities 678 616 576 536
Total Liabilities 10,540 10,371 10,513 10,493
Shareholders' funds 1,343 1,423 1,495 1,565
Non Controlling Interests 26 28 30 33
Total Equity 1,369 1,450 1,526 1,598
Total Liabilities & Equity 11,909 11,822 12,039 12,090

Key financial data and performance NLB d.d. (1/2)

FY'14 FY'15 FY'16 Q1-16 Q1-17
Net interest income 227 208 175 46 39
Net fee and commission income 101 98 95 23 24
Income from financial operations 34 9 13 5 12
Other Income 3 (2) 0 3 4
Operating Income 364 313 284 76 80
Staff costs (102) (102) (103) (26) (25)
General expenses (67) (64) (59) (14) (12)
Depreciation and amortization expenses (24) (21) (19) (5) (4)
Operating expenses (193) (187) (181) (45) (42)
Pre Provision Income 171 126 103 31 38
Extraordinary measures 0 0 0 0 0
Impairment losses on credit risk (84) (28) (15) 3 12
Other(1) (9) (60) (49) 0 0
Investments in subsidiaries,
associates and JVs
5 14 29 11 11
Profit before income tax 83 52 68 45 61
Income Tax (1) (8) (4) (2) (2)
Profit after income tax 82 44 64 42 59
Profit
attributable to shareholders
82 44 64 42 59

Key financial data and performance NLB d.d (2/2)

Dec-14 Dec-15 Dec-16 Mar-17
ASSETS
Cash and balances with Central Banks 434 497 617 888
Financial instruments(1) 2,038 2,087 2,295 2,118
Loans and advances to banks (net) 159 345 408 364
Loans and advances to customers 5,700 5,221 4,929 4,881
Investments in associates and JV 353 353 347 347
Intangible assets 34 30 23 22
PP&E 97 95 90 88
Other assets 70 80 68 88
Total Assets 8,886 8,707 8,778 8,797
LIABILITIES & EQUITY
Deposits from banks 91 97 75 62
Deposits from customers 6,300 6,298 6,617 6,674
Borrowings 557 416 343 300
ECB funding 120 120 0 0
Securities and other liabilities 613 534 478 450
Total Liabilities 7,681 7,465 7,513 7,486
Shareholders' funds 1,205 1,242 1,265 1,311
Non Controlling Interests 0 0 0 0
Total Equity 1,205 1,242 1,265 1,311
Total Liabilities & Equity 8,886 8,707 8,778 8,797

Structure of NLB Group

Note: Organisational structure of operating activities only. Support functions (eg. controlling, global risk, IT, HR, etc) are omitted; (1) Micro corporate clients are included in retail; (2) Includes entity Kreditni Biro Sisbon (in liquidation), 28% minority stake in Skupna pokojninska družba and 39% stake in Bankart respectively; (3) 50% equity stake, under equity consolidation; (4) Pension fund; (5) Main objective is NPL management; (6) Real-estate SPVs

Segment profitability – Q1'17

Contribution to NLB Group Net Operating Income Q1'17

Contribution to Core NOI

Contribution to Core PBT

Retail

Contribution to NLB Group PBT Q1'17

Note: (1) Incl. EUR0.8m intersegment adjustment. The sum of net revenues and costs of the segments is greater than items from the consolidated income statement of the NLB Group, difference results from the activities between the segments which are netted on the Group level

Key segment financials – Q1'17

Core markets and activities
EURm Retail banking
in Slovenia
Corporate
banking in
Slovenia
Financial
markets in
Slovenia
Foreign
Strategic
markets
Total Non-Core Other(3) NLB
Group
P&L (Q1'17)
Net interest income 17.2 10.0 9.6 34.9 71.7 3.7 (0.1) 75.3
Net non-interest income 18.0 8.0 3.9 10.8 40.6 14.4 1.5 56.5
Net operating income 35.2 18.0 13.5 45.6 112.4 18.1 1.3 131.8(1)
Total costs (24.3) (10.4) (3.0) (22.9) (60.6) (5.3) (2.5) (68.3)
(1)
Result before impairments and provisions 10.9 7.6 10.5 22.8 51.8 12.8 (1.1) 63.5(1)
Impairments and provisions 0.2 4.2 (0.0) 17.4 21.8 2.7 0.0 24.5
Other(2) 1.1 - - - 1.1 - - 1.1
Result before tax 12.2 11.9 10.5 40.1 74.7 15.5 (1.1) 89.1
Balance sheet (Mar-17)
Gross loans 2,030 2,414 265 2,498 7,208 659 9 7,876
Assets 2,151 2,244 3,467 3,598 11,460 481 149 12,090
Deposits 5,285 1,115 253 2,845 9,498 15 1 9,514
Liabilities 5,291 1,164 911 3,036 10,401 30 61 10,493

Note: (1) Incl. EUR0.8m intersegment consolidation adjustment. The sum of net revenues and costs of the segments is greater than items from the consolidated income statement of the NLB Group, difference results from the activities between the segments which are netted on the Group level; (2) Includes contribution to the NLB Group profit from joint venture NLB Vita and associates Skupna pokojninska družba, Bankart and Kreditni biro Sisbon (in liquidation); (3) Other activities includes the categories in Bank whose operating results cannot be allocated to individual segments

Segment profitability – FY'16

67,6 166,7

Core markets and activities

189.6

Foreign Strategic markets

Contribution to NLB Group Net Banking Income 2016

Contribution to Core NBI

Contribution to NLB Group PBT 2016

Contribution to Core PBT

29,5

42.9

Corporate banking in Slovenia 38,1

Financial Markets in Slovenia

31,5

41.0

Retail banking in Slovenia

Pro-forma for NPL sale impact (Project Pine)

-17.2

Non-Core Other NLB Group

130,6

160.5

Note: (1) Incl. EUR4m intersegment adjustment. The sum of net revenues and costs of the segments is greater than items from the consolidated income statement of the NLB Group, difference results from the activities between the segments which are netted on the Group level

-18.9

-11.9

Key segment financials – FY'16

Core markets and activities
EURm Retail banking
in Slovenia
Corporate
banking in
Slovenia
Financial
markets in
Slovenia
Foreign
Strategic
markets
Total Non-Core Other(3) NLB
Group
P&L (FY'16)
Net interest income 71.2 45.9 48.5 136.9 302.6 15.4 (0.7) 317.3
Net non-interest income 66.5 30.9 1.6 42.5 141.5 10.9 10.1 162.5(1)
Net operating income 137.8 76.8 50.2 179.4 444.1 26.3 9.4 479.8(1)
Total costs (101.1) (44.6) (12.2) (95.5) (253.3) (24.2) (16.0) (293.5)
(1)
Result before impairments and provisions 36.6 32.2 38.0 83.9 190.7 2.1 (6.6) 186.2
Impairments and provisions (10.2) (2.7) 0.1 (16.3) (29.2) (20.9) (10.6) (60.6)
Other(2) 5.2 - - - 5.2 (0.2) - 5.0
Result before tax 31.5 29.5 38.1 67.6 166.7 (18.9) (17.2) 130.6
Result before tax (adj. for proj. Pine) 41.0 42.9 38.1 67.6 189.6 (11.9) (17.2) 160.5
Balance sheet (Dec-16)
Gross loans 1,992 2,511 255 2,457 7,215 676 10 7,901
Assets 2,118 2,339 3,376 3,540 11,373 503 164 12,039
Deposits 5,224 1,152 212 2,824 9,412 26 0 9,439
Liabilities 5,230 1,198 907 3,039 10,374 58 82 10,513

Note: (1) Incl. EUR4m intersegment consolidation adjustment. The sum of net revenues and costs of the segments is greater than items from the consolidated income statement of the NLB Group, difference results from the activities between the segments which are netted on the Group level; (2) Includes contribution to the NLB Group profit from joint venture NLB Vita and associates Skupna pokojninska družba, Bankart and Kreditni biro Sisbon (in liquidation); (3) Other activities includes the categories in Bank whose operating results cannot be allocated to individual segments, costs of restructuring, HR provisions, DGS and SRF payment, expenses from the vacant business premises and on non-recurring effect of Visa EU share transaction

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