Dovalue — Investor Presentation 2019

Jan 8, 2019

Acquisition of Altamira Creating the undisputed leader in NPL and REO

servicing in Southern Europe

January 8, 2019

Strategic Highlights of a Landmark Acquisition for doBank

Altamira Asset Management

• Leading debt recovery and real estate platform in Europe, with c.55bn AuM, full cycle capabilities and long-term servicing agreements with 14 strategic clients
• Independent, pure asset light, international presence and with a strong management team

doBank and Altamira: the #1 gateway for NPL/RE investors into Southern Europe

• AuM >€140bn, leader in Italy, Spain, Greece and Cyprus and a top player in Portugal
• Pure servicing platform granting investors an exposure to over €650bn NPAs in the region
• Diversification to hedge across single macro cycles: multi-client, multi-country and multi-product

Highly complementary businesses with potential for improved performance

• Expectation to improve standalone Altamira's NPL performance and doBank's REO¹performance
• Cross-selling revenue through know-how sharing in NPL and REO¹
• Greater operational efficiency due to the integration of management platforms

Attractive financial impacts with EPS and DPS accretion from onset

• Ordinary EPS accretion from 2019E, >20% accretion in 2020E before synergies
• DPS accretion from 2019E, confirming the Group's dividend policy (at least 65% of consolidated ordinary Net Income)

Executing on a significant pillar of the 2018-2020 Business Plan

• doBank tapping into the structurally growing and profitable servicing market in Southern Europe

• Financial discipline of capital deployment and peak leverage below 3x Net Debt/EBITDA with rapid decline due to expected cash generation

• Real Estate Owned Asset. Real Estate collateral of a loan owned by the bank as repayment

Acquisition Structure Overview

Acquisition of an 85% stake of Altamira Asset Management valued - for 100% - €412m Enterprise Value plus an earn-out of up to €48m linked to the developments of the international business

doBank to maintain a controlling interest in Altamira

• Tag-along right of Santander
• Potential re-investment of another current holder of Altamira

Transaction to be financed via new senior debt already committed of up to €450m ¹, targeting a PF net leverage below 3.0x (in line with Business Plan), reducing quickly due to high cash flow generation

Closing expected by May 2019 subject to the receipt of regulatory approvals from relevant authorities and the completion of doBank's corporate reorganization when doBank will cease to be a Banking Group

1. 5-year bank credit line of up to €450 million underwritten by a syndicate of domestic and international banks. The credit line will bear an interest rate of 6-month Euribor plus an initial spread of 250 basis points, linked to changes in consolidated leverage

Altamira: a Leading Independent Debt and Real Estate Servicer…

Company overview

• Leading debt recovery and real estate servicing platform in Europe with c.€55bn GBV and with full cycle capabilities
• Fully independent company since 2014 following the acquisition of a 85% stake by Apollo, ADIA and CCPIB from Banco Santander post carveout
• Broad asset scope including secured and unsecured debt (NPLs) as well as residential, commercial and land real estate assets (REOs)
• Long term servicing agreements both stock and flow with strategic clients as well as well known investment funds for 3rd party advisory
• European coverage with c.1,000 specialized FTEs in >18 regional offices across Europe and a network of external professionals

Key features

One stop shop

Pure servicer with asset light model

LT contracts with top financial institutions

Market leadership in Spain

Profitable and scalable business model

Independent

High margins and stable cash flows

Source: Company information 1. Figure does not reflect the impact of the sale of Apple portfolio (i.e.€1.6bn residential assets), subject to closing in 1Q 2019

1. Figures adjusted by the €188m advance payment from Santander to Altamira in June 2018, in exchange for lowering fees paid by Santander

…with a Full Range of Servicing Capabilities

NPL management		Real Estate management	Other
Debt Management	1 REO commercialization	2 3 RE development	Property Advisory & Portfolio management management
 Completed and integrated debt management servicing process  Expertise in Individuals, Corporates and SMEs Combination of  workout and legal strategies	 Sale of any Real Estate asset class  Combination of internal specialists with a broker network  More than €2bn currently rented State-of-the-art  and innovative digital platform	 c. 150 ongoing  real estate developments  Value creation versus assets  liquidation  Internal capabilities to perform feasibility analysis  Potential to add new set of services to developers and investors incl. Turnkey Development and Commercialization	Property  Value-added management of valuation and c.125,000 real portfolio estate assets management capabilities for Multi-client investors portfolio management  Advised in c.40 capabilities deals since 2015, 10 of which were subsequently on boarded
GBV
€34bn	€7bn	€9bn	€5bn

Full recovery process structure resulting in an integrated resolution lifecycle for Altamira's managed debt and real estate assets

A Gateway to the Largest European NPE Markets

doBank gains exposure to the European markets with the highest potential, in line with 2018-2020 Business Plan guidelines

Source: NPA in Spain (November 2018, Oliver Wyman), EIU, IMF

• 1. REO assets included for countries where data is available. Figures for each country includes NPLs of domestic banking groups and foreign (EU & non-EU) controlled subsidiaries and branches
• 1. Spain data includes SAREB and REO assets

Key Features of the Spanish NPA Market

• Large market with an established NPL secondary market and in the context of an improving macro and property market
• Servicing penetration at 75% of total, with 50% from banks and 25% from funds. Top 5 servicers at 60% market share
• Out of the total €285bn of NPAs, €230bn are RE related assets of which ~69% are finished and ~31% are WIP and land
• Real estate transactions growing at high-single-digit CAGR since 2013 driven by the residential market with improving pricing

Increasing funds presence and servicing penetration with significant secondary market pipeline available to doBank

doBank Positioned to Capture Growth in Portugal, Cyprus and Greece

7

doBank by far the largest independent pure servicer in Europe

1. 2018 estimates for Altamira. 2017 Actual for doBank.

2. Figures adjusted by the €188m advance payment from Santander to Altamira in June 2018, in exchange for lowering fees paid by Santander. 3. For Altamira as of Jun 18. For doBank as of Sep 18

3. Includes ISP, Italian Recovery Fund, REV and other banks and institutional investors for doBank (17%) and Oitante and others for Altamira (3%)

Altamira preliminary key financial metrics

Preliminary figures ahead of PPA and assessment of depreciation policies

Concluding Remarks

Transformational transaction consistent with our strategy

• Creation of the undisputed leader in pure servicing in Southern Europe
• Significantly more diversified business and geographic profile, creating opportunities for clients and reducing macro volatility to each country's macro cycle
• Execution on a major pillar of the 2018-2020 Business Plan

Strong strategic and business fit

• Long-term and forward-flow agreements with leading financial institutions as well as wellknown investment funds for third party advisory and portfolio management
• Complementary management team with experience and strong track record
• Unique platform to take advantage of the sector's strong fundamentals in Southern Europe

Attractive financial impacts and value creation potential

• Performance and commercial improvement of current Altamira's NPL business and doBank's REO business as well as operational efficiencies due to the integration of management platforms with very low execution risk
• Attractive EPS and DPS accretion from year 1, also before synergies
• Optimised capital structure post transaction, with quick deleveraging thanks to strong cash generation

This presentation and any materials distributed in connection herewith (together, the "Presentation") do not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation of any offer to purchase or subscribe for any securities, and neither this Presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. The information contained in this Presentation has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, reasonableness or correctness of the information or opinions contained herein. None of doBank S.p.A., its subsidiaries or any of their respective employees, advisers, representatives or affiliates shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this Presentation. The information contained in this Presentation is provided as at the date of this Presentation and is subject to change without notice.

Statements made in this Presentation may include forward-looking statements. These statements may be identified by the fact that they use words such as "anticipate", "estimate", "should", "expect", "guidance", "project", "intend", "plan", "believe", and/or other words and terms of similar meaning in connection with, among other things, any discussion of results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. Such statements are based on management's current intentions, expectations or beliefs and involve inherent risks, assumptions and uncertainties, including factors that could delay, divert or change any of them. Forward-looking statements contained in this Presentation regarding trends or current activities should not be taken as a representation that such trends or activities will continue in the future. Actual outcomes, results and other future events may differ materially from those expressed or implied by the statements contained herein. Such differences may adversely affect the outcome and financial effects of the plans and events described herein and may result from, among other things, changes in economic, business, competitive, technological, strategic or regulatory factors and other factors affecting the business and operations of the company. Neither doBank S.p.A. nor any of its affiliates is under any obligation, and each such entity expressly disclaims any such obligation, to update, revise or amend any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this Presentation. It should be noted that past performance is not a guide to future performance. Please also note that interim results are not necessarily indicative of full-year results.