Obbligazioni Bancarie Garantite Programme
Transcription
Obbligazioni Bancarie Garantite Programme
Obbligazioni Bancarie Garantite Programme Investor Presentation July 2015 Disclaimer | Strettamente riservato e confidenziale This document has been prepared by “Banca popolare dell’Emilia Romagna” solely for information purposes, and only in order to present its strategies and main financial figures. The information contained in this document has not been audited. No guarantee, express or implied, can be given as to the document’s contents, nor should the completeness, correctness or accuracy of the information or opinions herein be relied upon. Banca popolare dell’Emilia Romagna, its advisors and its representatives decline all liability (for negligence or any other cause) for any loss occasioned by the use of this document or its contents. All forecasts contained herein have been prepared on the basis of specific assumptions which could prove wrong, in which case the actual data would differ from the figures given herein. No part of this document may be regarded as forming the basis for any contract or agreement. No part of the information contained herein may for any purpose be reproduced or published as a whole or in part, nor may such information be disseminated. Banca popolare dell’Emilia Romagna Società cooperativa con sede in Modena, via San Carlo, 8/20 - Codice Fiscale, Partita IVA e iscrizione nel Registro Imprese di Modena n. 01153230360 - Capitale sociale variabile - Codice ABI 5387.6 Iscritta all’Albo delle Banche al n. 4932 e all’Albo delle Cooperative al n. A163859 - Telefono 059.2021111 Telefax 059.2022033 - email: [email protected] - PEC: [email protected] Aderente al Fondo Interbancario di Tutela dei Depositi e al Fondo Nazionale di Garanzia Capogruppo del Gruppo bancario Banca popolare dell’Emilia Romagna iscritto all’Albo dei Gruppi Bancari al n. 5387.6 - [email protected] - bper.it - gruppobper.it Page | 2 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 3 National Presence and Strong Multi-Regional Footprint #6 in Italy by Branches and Total Assets1 National presence Group Commercial banks BPER Banco di Sardegna Banco di Sassari CR Bra Total Geografic areas in Italy North Centre South Islands Total # Branches 816 374 55 28 1,273 # Branches 432 192 229 420 1,273 Market Shares 3 Greater than 7.5% 46 34 Between 5% and 7.5% Between 2.5% and 5% 28 316 (9.7%) Lower than 2.5% 5 Number of Italian Branches Data as of 31.12.2014 Bank 1 Total Assets (€/bn) 646 4,473 Bank 2 844 4,009 Bank 3 183 2,186 Bank 4 123 1,812 Bank 5 122 1,670 BPER Bank 7 10 | Strettamente riservato e confidenziale 61 1,273 48 654 9 2 Focus on traditional business with customers1 98 73 10 104 Customer loans / Total assets (%) Data as of 31.12.2014 37 35 400 43 20 Source: BPER Group data as of 31 Mar.’15 1) Includes: ISP, UCG, BMPS, BP, UBI and PMI Source: Company information Page | 4 | Strettamente riservato e confidenziale BPER: overview of the common stock history and the shareholder structure Common stock history and status Shareholder Structure • Shares outstanding as of 31 Mar.’15: 481,308,435 • BPER share milestones: • Geographical distribution: • 22 Jun.’09: listing on MTA (“Mercato Telematico Azionario”) • North: 83.5% (of which Emilia Romagna 78.3%) • 19 Sept.’11: inclusion in the FTSEMIB index (Italian “blue chips” index) • Centre, South & Island: 15.5% • Abroad: 0.2% • Last 3 months average daily volume: c. 4.0 million shares • Currently, the “cooperative” status of BPER, according to Italian law, implies that every shareholder has one vote in relation to the resolutions of the Shareholders' meeting regardless of the number of shares owned (“one head one vote” rule). The recent approval of the law regarding the “Banche popolari reform” implies the mandatory transformation of Popolari banks (with total assets above 8 €/bn) into join-stock companies by the end of 2016. Market Capitalisation1 (€/bn) • • Registered shareholders ("Soci") as of 31 Mar.’15: 89,143 Institutional investors in BPER’s total capital (as of 31 Aug.’14): 32.3% • Geographical distribution (main countries): • USA 33%, UK 26%, France 11%, Norway 7% Institutional Investors’ Growth % BPER Shares Held by Institutional Investors 1) Includes: ISP, UCG, BMPS, BP, UBI and PMI. Source: Company information, Bloomberg of 17 July 2015, Shareholders ID (31/08/2014) Page | 5 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 6 Executive summary | Strettamente riservato e confidenziale • 1Q15 Net profit of 51.7 €/mn (+65.6% y/y) the best result since 3Q12 • Loan loss provisions accounted in 1Q15 (147.5 €/mn) significantly down (-30.4% y/y; -36.6% q/q), the lowest level in the last 10 quarters, confirming the beginning of a new phase of “cost of credit” normalization • Cash coverage ratio on total doubtful loans at 41.0% (+30 bps versus Dec 2014), the highest level since 2009 • Solid capital base with a CET1 ratio “Fully Phased” of 11.3% as of 31 Mar.’15 (or 11.4% “Phased in”) excluding potential benefits from internal models (“AIRB”) validation (process already started at the end of January 2015 with both ECB and Bank of Italy) • B3 leverage ratio at 7.1% one of the best among domestic peers • Liquidity ratios LCR and NSFR well above 100%* • Operating income at 555.0 €/mn in the 1Q15 up by 2.7% q/q (-4.9% y/y): • • Net interest income slightly up by 0.3% q/q (-4.8% y/y) thanks to a spread improvement with substantially flat loans volume and despite the “calendar effect” (2 days less than the last quarter of 2014) • Net commissions up by 1.7% q/q (+4.5% y/y) resulting mainly from improving AuM & bancassurance fees (+21.2% q/q; 33.2% y/y) and recording signals of stabilization of “traditional business” fees related to loans and guarantees in the quarter (-0.3% q/q) • Dividends and Trading income up by 19.5% q/q (-27.5% y/y) mainly thanks to favourable financial markets Operating costs broadly in line compared to 1Q14 (+0.3%) and down by 7.7% q/q (4Q14 included some one-off items) *: LCR index at 31 March 2015 stands at 117%, whereas the NSFR index is estimated well over 100% (at 31 December 2014 it was 115%) Page | 7 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 8 | Strettamente riservato e confidenziale Profit & Loss 1Q15 Reclassified consolidated Profit & Loss (€/mn) Captions 10+20 40+50 70 80+90+100+110 220* 180 a) 180 b)* 200+210 130 a) 130 b)+c)+d) 190 240+260+270 290 310 320 330 340 Mar 15 Mar 14 Chg y/y (%) 4Q14 3Q14 2Q14 1Q14 Net interest income Net commissions Dividends Net trading income Other revenues/costs Operating income Staff expenses Administrative expenses Depreciations & Amortizations Operating costs Net operating income Loan loss provisions Other provisions Total provisions Net Provisions for Risks & Charges Net other income Profit (loss) before taxes Taxes Net profit of assets under disp. Net profit (loss) Minority Interests Profit (loss) for the period pertaining to the Parent Company 314.1 179.2 0.2 46.1 15.4 555.0 -199.3 -93.6 -17.3 -310.3 244.8 -147.5 -2.5 -150.0 -14.1 -1.8 78.9 -27.2 0.0 51.7 -6.5 329.8 171.5 0.6 63.3 18.7 583.8 -196.8 -96.3 -16.4 -309.5 274.3 -211.8 -2.9 -214.7 -6.7 -1.0 52.0 -20.8 0.0 31.2 -2.9 -4.8% 4.5% -56.6% -27.2% -17.3% -4.9% 1.3% -2.8% 5.9% 0.3% -10.8% -30.4% -14.6% -30.2% 111.7% 82.4% 51.9% 31.2% n.m. 65.6% 120.7% 313.3 176.2 1.1 37.7 12.2 540.4 -208.8 -106.8 -20.4 -336.0 204.5 -232.6 -35.0 -267.6 -11.1 0.7 -73.6 27.6 0.0 -46.0 -0.3 320.0 169.0 0.1 20.3 5.9 515.3 -180.0 -97.9 -17.0 -295.0 220.4 -163.3 -3.8 -167.1 -8.0 2.3 47.5 -14.3 0.0 33.3 -8.1 328.6 174.0 17.6 46.4 11.1 577.8 -201.1 -103.3 -16.6 -321.0 256.8 -205.0 -3.8 -208.8 -13.0 -2.8 32.3 -20.9 0.0 11.3 -3.7 329.8 171.5 0.6 63.3 18.7 583.8 -196.8 -96.3 -16.4 -309.5 274.3 -211.8 -2.9 -214.7 -6.7 -1.0 52.0 -20.8 0.0 31.2 -2.9 45.2 28.3 59.9% -46.3 25.2 7.6 28.3 cost / income cost / (net interest income + net commissions) cost of credit (bps) cost of credit on annual basis (bps) net profit / total income tax rate 55.9% 62.9% 34 135 9.3% 34.5% 53.0% 61.7% 46 185* 5.3% 39.9% 62.2% 68.6% 53 57.2% 60.3% 37 55.6% 63.9% 45 53.0% 61.7% 46 -8.5% 37.4% 6.5% 30.0% 2.0% 64.9% 5.3% 39.9% n.m.: Not meaningful; (*) Caption exposed net of “Recovery of taxes” reallocated, for better representation, at caption 180 a) “Other administrative costs”, where relative tax costs are accounted (*) Estimated annualized cost of credit based on March ‘14 figures; 2014 final year cost of credit was 185 bps Note: figures in this page may not add exactly due to rounding differences Page | 9 | Strettamente riservato e confidenziale Net Interest Income Net Interest Income (€/mn) -4.8% +0.3% Net Interest Income contribution (%; y/y) Spread effect Volume effect • Net Interest Income down by 4.8% y/y mainly due to the different economic and market environment and interest rates level • NII up by 0.3% q/q despite the “calendar effect” (2 days less than the last quarter of 2014) mainly infuenced by: • Lower financial asset yield offset by an increase in volume (contribution to NII stable vs the last quarter) • increasing pressure on loans competition: loans spread reduction offset by a significanti reduction of cost of funding • benefits from repricing actions on cost of funding mainly on sight deposits (effective by 1 Jan.’15) • partial substitution of retail funding with wholesales one benefeting by positive market conditions Net Interest Income contribution (%; q/q) Spread effect Volume effect Calendar effect Total Total Page | 10 | Strettamente riservato e confidenziale Spread evolution Spread (%) 3.29 3.26 3.15 3.05 2.07 3.00 2.50 2.17 2.16 2.09 1.12 1.11 1.06 Spread slightly up (2.10% in the 1Q15 from 2.07% in 4Q14) • Asset yield reduction driven by commercial and financial yield decline more than offset by the decrease of cost of funding • Mark-down improving by 12 bps and mark-up slight decline by 5 bps • 1Q15 average 3M Euribor down to 5 bps from 8 bps in 4Q14 and 29 bps in 1Q14 Mark up & mark down (%) Spread contribution (%) 3.50 • 2.93 2.10 2.00 1.50 1.00 0.50 0.30 0.30 0.17 0.98 0.83 0.08 0.05 4Q14 1Q15 0.00 1Q14 2Q14 Euribor 3M (avg) 3Q14 Tot. Assets yield Tot. Liabilities yield Spread Figures from data management system and calculated on a Consolidated basis Page | 11 | Strettamente riservato e confidenziale Net Commissions Net Commissions (€/mn) • +4.5% Net commissions up 4.5% y/y and +1.7% q/q mailnly driven by good performance in AuM and Bancassurance placement: • indirect deposits and bancassurance +33.2% y/y (+21.2% q/q) • credit cards, collections/payments down by 6.1% y/y (-9.3% q/q) • loans and guarantee -4.3% y/y affected by weak credit demand, but broadly stable vs 4Q14 (-0.3%) showing encouraging signs of stabilization Net Commissions evolution (€/mn) Net Commissions breakdown (€/mn; %) +1.7% Mar 15 Mar 14 Chg y/y (%) Indirect deposits and bancassurance 46.5 34.9 33.2% Credit cards, collections and payments 35.7 38.0 -6.1% Loans and guarantees 86.4 90.2 -4.3% Other commissions 10.6 8.3 28.1% 179.2 171.5 4.5% Total Page | 12 | Strettamente riservato e confidenziale Dividends and Trading income • Dividends and Trading income (€/mn) -27.5% Dividends and Trading income breakdown (€/mn; %) Dividends Trading (net) Plus Minus FVO Others Total Mar 15 0.2 30.7 30.9 -1.4 -6.5 -7.6 46.3 Dividends and trading income down at 46.3 €/mn vs 63.9 €/mn in Mar.’14 but up by 19.5% q/q: • Trading income (realized gains) of 30.7 €/mn in 1Q15 only partially due to the AFS financial assets disposal on Government bonds • Fair Value Option on financial liabilities: -6.5 €/mn in Mar.’15. FVO effects almost completely absorbed and no more impacts expected from next quarter onwards Trading gains excluding dividends (€/mn) Mar 14 Chg y/y (% ) 0.6 -56.6% 71.3 -57.0% 16.0 93.4% -3.0 -53.3% -12.7 -48.4% -8.3 -8.5% 63.9 +22.3% -27.5% 1 Note 1: Trading income includes an accounting reallocation (-29.0 €/mn) occurred in the 3Q14 from LLPs to “Losses on disposal of loans” within trading (from item 130-a to item 100-a in the P&L), already accounted in 2Q14, related to the sale of a “non-core” portfolio of residential mortgage NPLs Page | 13 | Strettamente riservato e confidenziale Operating costs Operating Costs (€/mn) +0.3% • Operating costs broadly stable (+0.3% y/y) but down by 7.7% q/q (4Q14 included some one-off items): • Staff costs +1.3% y/y (-4.5% q/q; 4Q14 included a redunduncy plan one-off cost of c. 9 €/mn). Previous National Labour contract inertial increase offsets savings from headcont reduction • Administrative expenses down by 2.8% y/y mainly affected by seasonality; -12.3% q/q influenced by extra one off costs recorded in 4Q14 mainly related to AQR activities, infra-group mergers, rights issue • D&A up 5.9% y/y mainly due to investments expenses in 2014 in execution of the old Business plan Operating costs evolution (€/mn) Operating costs breakdown (€/mn; %) -7.7% Mar 15 Mar 14 Chg y/y (% ) Staff expenses 199.3 196.8 1.3% Administrative expenses 93.6 96.3 -2.8% D&A 17.4 16.4 5.9% 310.3 309.5 0.3% Operating costs Note: figures in this page may not add exactly due to rounding differences Page | 14 | Strettamente riservato e confidenziale Provisions Provisions breakdown (€/mn) Total figures 214.7 -30.2% 150.0 • Total provisions significantly down by 30.2% y/y (-64.7 €/mn y/y) and down by 44,0% q/q (-117.7 €/mn) • Loan Loss Provisions down by 30.4% y/y, the lowest level in the last 10 quarters (3Q12:128.6 €/mn) • Other provisions (-14.6% y/y) including an impairment of a financial assets available for sale for a total value of 6.0 €/mn relating to a single shareholding • Cost of credit at 34 bps in 1Q15 (135 bps annualized) remarkably down with the previous quarters Loan Loss Provisions evolution (€/mn) Cost of credit evolution (bps) -36.6% Note: figures in this page may not add exactly due to rounding differences Page | 15 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 16 | Strettamente riservato e confidenziale Customer loans Customer loans (€/mn) • Net customer loans down by 4.3% y/y still below the one-year ago level as a consequence of the prolonged economic recession in Italy, still weak demand for investments, credit sector de-risking strategy (ie. real estate and construction) and a gradual refocus on higher rating customer exposures • 1Q15 net loans volume trend substantially flat (-0.1%) • Gross loans value shows a positive performance (+0.1%) after 8 consecutive decling quarters showing that a turning point in volumes should have been reached • Retail mortgages new business up by 43.5% y/y confirming an uptrend which started at the beginning of the last year • Corporate and retail loans account for 94.3% of the total loan book, confirming BPER Group’s focus on commercial business -4.3% -0.1% Customer loans breakdown (net figures; €/mn ) €/mn Current accounts Mar 15 Dec 14 Mar 14 Chg vs Dec '14 (%) Customer loans breakdown by customer segment (%) Chg y/y (%) 6,456 6,514 7,559 -0.9% -14.6% Medium-Long term loans 24,950 24,896 25,434 0.2% -1.9% Other transactions 12,459 12,510 12,855 -0.4% -3.1% Customer loans 43,865 43,920 45,849 -0.1% -4.3% Large corporate 4.7% Others 1.0% Retail & Private 41.1% Corporate 53.2% Page | 17 | Strettamente riservato e confidenziale Customer loans: portfolio composition Customer loans breakdown by sectors (%) Business sector Customer loans breakdown by geographical distribution* (%) Mar 15 % on Total ∆ % vs Dec 14 Agriculture, forestry and fishing 1,230 2.8% -0.7% Manufacturing 7,021 16.0% 1.2% Constructions 4,814 11.0% -1.1% Wholesale and retail services, recoveries and repairs 4,985 11.4% 1.7% HORECA* 1,676 3.8% 2.0% Real Estate 3,259 7.4% -4.3% Other 5,206 11.9% 0.8% Total loans to resident non-financial businesses 28,191 64.3% 0.1% 134 0.3% 4.4% Total loans to non-financial businesses 28,325 64.6% 0.1% Households 10,396 23.7% -1.3% 5,144 11.7% 0.8% 43,865 100.0% -0.1% Non-resident, non-financial companies North: 52.0% Emilia Romagna: 35.2% South: 12.1% Centre: 19.1% Islands: 16.3% Total loans to financial businesses Total Customers Loans Figures as per ATECO business sector definitions (ISTAT) *: Hotel, Restaurant & Cafè (HORECA) Sardinia: 14.9% *Commercial banks + Sarda Leasing • Well diversified loan portfolio • Construction sector further downsizing (-1.1 since Dec 14; -12.1% y/y) following a de-risking strategy Page | 18 | Strettamente riservato e confidenziale Doubtful loans (1/2) Doubtful loans breakdown (net figures; €/mn) Total figures 6,470 6,564 256 334 3,583 3,630 6,590 6,618 6,527 296 192 218 Net doubtful loans only slightly up by 1.0% (63 €/mn) and +1.8% y/y. (119 €/mn) showing signs of stabilization • New EBA standards and definitions about non-performing exposures (i.e. different accountability of watchlist and restructured loans according to the introduction of the “unlikely to pay” cathegory*) • In details (net figures): +13.2% 3,504 3,516 3,614 +1.0% • -0.3% • Non performing loans (Sofferenze) up (+11.0% y/y; +1.7% since Dec.’14) • Unlikely to pay down (-3.5% y/y; -0.3% since Dec.’14) • Past-due down by 15.1% y/y; +13.2% since Dec.’14 2,584 2,647 2,708 2,819 2,868 +1.7% • Coverage on doubtful loans at 41.0% (40.7% in Dec.’14), the highest level since 2009. Unlikely to pay coverage up by 92 bps since Dec.’14 Mar 14 Jun 14 Sept 14 Dec 14 Mar 15 Change vs Dec.’14 • 85.7% of total net doubtful loans are collateralized (76.1% fully collateralized) Non performing Unlikely to pay Past due Doubtful loans breakdown (% on total net loans) Cash coverage trend (%) Total figures 14.1% 14.5% 0.6% 0.7% 14.8% 0.7% 14.9% 0.4% 8.1% 8.0% Mar 15 15.0% 0.5% Non performing 7.9% 5.6% Mar 14 7.9% 5.8% Jun 14 Non performing 6.1% Sept 14 Unlikely to pay 6.4% Dec 14 Past due 6.5% Mar 15 Mar 14 56.5% 56.6% 55.4% 63.7% 63.9% 64.3% Unlikely to pay Past due 19.2% 7.6% 18.3% 8.1% 18.5% 6.9% Total doubtful loans 41.0% 40.7% 38.5% 47.2% 47.0% 45.9% In bonis 0.6% 0.6% 0.5% Total loans 9.8% 9.6% 8.5% including write-off 8.0% Dec 14 including write-off *: with reference to the new supervisory rules that took effect on 1 January 2015, and in particular the 7th update of Bank of Italy Circular 272/2008, which redefined the categories of impaired financial assets known as "non-performing exposures", with the creation of a new category of probable defaults known as "unlikely to pay" and the elimination of watchlist and restructured loans. Page | 19 | Strettamente riservato e confidenziale Doubtful loans (2/2) Unlikely to pay inflows/outflows* Non performing (Sofferenze) inflows/outflows* (gross figures; €/mn) (gross figures; €/mn) 138.0 143.0 115.0 491.0 377.9 -75.0 -20.0 102.5 215.9 454.0 380.0 309.9 395.0 370.0 403.5 337.0 129.8 279.1 241.2 157.0 -353.0 -227.0 -339.0 -400.0 -470.0 -25.3 -27.1 -25.6 -27.2 4Q14 1Q15 -176.6 1Q14 2Q14 3Q14 Inflows Outflows 4Q14 1Q15 Net flows 1Q14 2Q14 3Q14 Inflows Outflows Net flows *: Figures from data management system and referred to commercial banks within the Group (excl.CR Bra); Data showed in the boxes referred to inlfows/outflows and don’t take into consideration other increases/decrease • 1Q15 trends. • unlikely to pay loans: • 1Q15 records the lowest level of inflows in the last 6 quarters • Significant reduction of outflows mainly into non performing cathegory • non performing loans: • inflows in the 1Q15 significantly down, the lowest level in the last 3 years Note: 3Q14 non-peforming loans (Sofferenze) outflows record the disposal of the residential mortgage NPL portfolio “Systema Mutui” already finalized in 2Q14 but accounted on 10 July 2014 with the transfer of the loans and payment of the consideration under a contract signed at the end of Jun.’14 (165.8 €/mn gross value) Page | 20 | Strettamente riservato e confidenziale Financial Assets Financial Assets breakdown (€/mn; %) €/mn Bonds Equity Funds and Sicav Other* Group HFT 687 72 54 266 1,080 CFV 38 71 109 AFS 7,061 374 154 7,589 HTM 2,522 2,522 Total 10,308 447 279 266 11,300 % on total • Financial assets portfolio at 11.3 €/bn, up by 1 €/bn since Dec.’14 • Bond portfolio at 10.3 €/bn of which 6.7 €/bn of Italian Government bonds (duration 3.9 years stable vs Dec.’14) • Italian govies account for 130% of tangible shareholders’ equity • AFS net reserve as of 31 Mar.’15 at +272.6 €/mn of which 147.6 €/mn on govies (respectively +211.3 €/mn and +97.9 €/mn in Dec.’14) • Implicit positive reserve of 242.7 €/mn on HTM portfolio calculated as difference between the fair value and the book value 91.2% 4.0% 2.5% 2.3% 100.0% * Derivatives for hedging purposes Note: 459.4 €/mn of Loans and Receivables (banks and customers) not included Financial Assets (€/bn) +9.7% Bond portfolio by issuer (€/bn) Total figures 8.0 10.3 8.6 8.6 9.4 0.4 0.4 0.4 0.4 1.8 2.0 6.2 6.4 6.2 6.7 7.0 Mar 14 Jun 14 Sept 14 Dec 14 Mar 15 0.4 1.4 Government Corporate & ABS 2.2 2.9 Supranational Page | 21 | Strettamente riservato e confidenziale Financial Assets details Govies & Supranational PTF by issuing country (€/bn) Total figures 6.6 0.2 0.4 6.8 6.6 0.2 0.2 0.4 7.2 0.1 0.4 Italian Govies PTF by accounting valuation (€/bn) Total figures 7.4 0.3 0.4 0.4 6.2 6.0 6.2 6.0 0.8 Mar 14 6.6 6.0 Jun 14 Sept 14 Italy Dec 14 Supranational 0.9 1.5 0.4 0.5 0.5 1.0 0.4 Mar 15 3.9 5.4 3.3 3.5 4.8 5.0 4.7 4.7 4.7 Mar 14 Jun 14 Sept 14 Dec 14 Mar 15 AFS Other HFT Duration (Years) HTM Italian Govies PTF Maturities* (€/bn) Total figures Total figures 0.5 1.5 6.7 Italian Govies PTF by coupon (€/bn) 6.0 6.0 0.8 0.4 6.7 6.6 6.2 6.0 0.7 0.2 0.9 0.9 6.6 6.7 0.5 0.3 0.8 2.1 0.9 1.3 0.91 0.02 0.09 4.6 Mar 14 5.3 4.9 4.6 Jun 14 Sept 14 Fixed Floating Dec 14 5.5 Mar 15 0.6 0.8 0.6 0.10 0.05 0.08 0.04 0.06 0.05 0.50 0.47 2015 2016 0.3 1.23 0.77 2017 AFS ZC 2018 HFT 0.14 0.07 0.07 2019 0.2 1.04 0.12 0.01 0.08 2020 > 2020 HTM *: figures are shown as per nominal values Page | 22 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 23 | Strettamente riservato e confidenziale Direct funding Total Direct Funding (€/mn) -2.0% • Direct funding down by 2.0% y/y (-0.9 €/bn) and down by 1.9% since Dec.’14 (-0.9 €/bn) • 1Q15 key trends: -1.9% • Current accounts and sight deposits Term deposits Repurchase agreements Other short-term loans Bonds - subscribed by institutional customers - subscribed by ordinary customers Certificates of deposit Direct customer deposits Mar 15 Dec 14 Mar 14 Jan.’15: 750 €/mn Covered bond issue (total outstanding at 1.75 €/bn) • Direct funding reduction also due to switch to AuM and bancassurance products • Retail bond maturities only partially replaced by new issues • Reduction of expensive funding from customers, mainly corporate Total wholesale and covered bonds account only around 2 €/bn. No wholesale bond maturities in 2015 and only 0.3 €/bn in 2016-17 providing flexibility to the Group’s funding strategy Direct Funding breakdown by customer segment (%) Direct Funding breakdown (%) €/mn • Chg vs Dec '14 (%) Large Others Corporate 3.8% 2.6% Chg y/y (%) 26,848 2,525 1,313 2,447 8,354 27,487 2,969 1,063 2,445 8,320 25,699 3,556 1,506 2,321 9,574 -2.3% -14.9% 23.5% 0.1% 0.4% 4.5% -29.0% -12.9% 5.5% -12.7% 2,010 1,249 1,262 61.0% 59.3% 6,344 7,071 8,312 -10.3% -23.7% 3,808 3,899 3,584 -2.3% 6.2% 45,295 46,183 46,241 -1.9% -2.0% Corporate 12.1% Retail & Private 81.5% Page | 24 | Strettamente riservato e confidenziale Bonds maturities and issues details Bonds issues (€/bn) Total figures • Bonds stock decline by 12.7% y/y but broadly stable q/q (+0.4%). Substitution of retail bonds in favour of cheaper wholesales ones (Covered bond) • Covered bond new issue of 750 €/mn in Jan.’15 expiring in 2022 • Total wholesale bond (issues under the EMTN Programme and covered bonds) account only around 2 €/bn. No wholesale bond maturities in 2015 and only 0.3 €/bn in 201617 providing flexibility to the Group’s funding strategy Bonds maturities breakdown (€/bn) 2015 Bonds maturities (€/bn) 8.2 €/bn 2.4 €/bn Total figures 1.7 €/bn 1.7 1.8 1.7 Total figures 0.1 1.3 1.7 1.2 1.0 0.2 1.6 0.8 0.5 1.1 0.8 2015* * Remaining 3 quarters 2016 2017 Retail 2018 EMTN 0.5 0.4 2019 beyond Covered Bond Note: figures in this page: 1) are shown as per nominal values and 2) may not add exactly due to rounding differences Page | 25 | Strettamente riservato e confidenziale Eligible assets and counterbalancing capacity Total eligible Assets evolution* (€/mn) Eligible Assets Pool Composition (%) +1.3% 12,054 11,480 12,001 11,632 11,508 6,234 4,633 4,201 3,917 Mar 14 Jun 14 Total eligible assets Sept 14 Dec 14 4,427 Mar 15 Unencumbered eligible assets *: Net of ECB haircuts • Counterbalancing capacity (CBC) as of Mar.’15 at 11.6 €/bn of which 4.4 €/bn unencumbered • In Dec.’14, CBC was at 11.5 €/bn of which 4.6 €/bn unencumbered • ECB TLTRO programme ("Targeted Long Term Refinancing Operations"): 2 €/bn allotment in Sept.’14 auction • ECB exposure as of Mar.’15: 3.3 €/bn of which 1.3 €/bn attributable to short-term Repos and 2 €/bn to 4Y TLTRO Page | 26 Basel 3 Phased in regulatory capital (pre-AIRB validation) B3 Common Equity Tier 1 Phased in Ratio (%) • B3 CET1 Fully Phased* • | Strettamente riservato e confidenziale Capital ratios further improvement vs Dec,.’14 excluding potential benefits from internal models (“AIRB”) validation: • CET1 ratio pro-forma Phased in at 11.43% (11,26% in Dec,’14): +17 bps • CET1 ratio pro-forma Fully Phased* at 11,28% (10,91% in Dec.’14): + 35 bps mainly due to the application of the B3 transitional regime and the increase of the AFS reserve RWA slight decline by 1,1% (-0,5 €/bn since Dec.’14) due to volumes trend and coverage improvement (credit risk capital requirements reduction of 45 €/mn) Capital & ratios Capital requirements B3 Phased in €/mn Mar 15 (*) Dec 14 Sept 14 (*) Common Equity TIER 1 4,599 4,581 4,676 TIER 1 4,616 4,592 4,697 Own Funds 4,934 4,982 5,495 Total RWA 40,237 40,692 42,148 Common Equity TIER 1 Ratio 11.4% 11.3% 11.1% TIER 1 Ratio 11.5% 11.3% 11.1% Own Funds Ratio 12.3% 12.2% 13.0% Requirements as of Mar 15 Credit risk €/mn % 2,843 88.3% Credit Valuation Adjustment (CVA) 26 0.8% Market risk 55 1.7% 7 0.2% 288 9.0% 3,219 100.0% Other regulatory equirements Operating risks Total (*): Common Equity Tier 1 ratio pro-forma ("CET1") calculated taking into account the share of profits attributable to equity earned during the period and the net effects accrued during the same period from application of the fair value option. Fully Phased CET1 estimated according to the new Basel 3 regulations on a "fully phased" basis at January 2019. Page | 27 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 28 | Strettamente riservato e confidenziale Assets & Liabilities: reclassified balance sheet Assets* €/mn Mar 15 Dec 14 Sept 14 Liabilities & Shareholders’ equity* Jun 14 Mar 14 Chg vs Dec '14 (%) €/mn Mar 15 Dec 14 Sept 14 Jun 14 Mar 14 Chg vs Dec' 14 (%) Customer Loans 43,865 43,920 44,581 45,417 45,849 -0.1% Securities Portfolio 11,300 10,302 9,510 9,439 8,874 9.7% Customer Deposits 45,295 46,183 46,276 45,712 46,241 -1.9% 6,945 6,845 6,920 6,400 9.3% Net Interbank Position 5,504 4,770 3,412 5,705 4,897 15.4% 1,785 1,764 1,764 1,756 -0.8% Other Funds & Liabilities 2,848 2,481 3,215 3,125 2,928 14.8% Shareholders' equity 5,612 5,510 5,551 4,777 4,783 1.9% 2,937 2,599 2,699 2,370 -20.9% Total Liabilities 59,259 58,944 58,454 59,319 58,849 0.5% 59,259 58,944 58,454 59,319 58,849 0.5% of which AFS 7,589 Equity Investments, 1,770 Properties & Intangibles Other current assets 2,324 Total Assets * Total Assets shown as net of loans to banks *Total Liabilities inclusive of “Net Interbank Position” (Due to banks - Loans to banks) Page | 29 | Strettamente riservato e confidenziale Asset quality breakdown Mar 15 Gross exposure (€/mn) Doubtful loans Non-performing loans Unlikely to pay loans Past due loans Gross performing loans Total gross exposure A 11,165 6,593 4,336 236 37,481 48,646 Dec 14 % 23.0% 13.6% 8.9% 0.5% 77.0% 100.0% B 10,998 6,487 4,302 209 37,604 48,602 Mar 15 Mar 14 % 22.6% 13.3% 8.9% 0.4% 77.4% 100.0% C % 21.0% 11.6% 8.9% 0.5% 79.0% 100.0% 10,520 5,793 4,452 275 39,590 50,110 Dec 14 Chg 31/3 - 31/12 (A-B) Mar 14 Adjustments to loans (€/mn) A coverage (%) 4,575 3,725 832 18 206 4,781 Adjustments to doubtful loans Non-performing loans Unlikely to pay loans Past due loans Adjustments to performing loan Total adjustments 41.0% 56.5% 19.2% 7.6% 0.5% 9.8% A 6,590 2,868 3,504 218 37,276 43,865 coverage (%) 4,472 3,668 786 17 211 4,682 Mar 15 Net exposure (€/mn) Doubtful loans Non-performing loans Unlikely to pay loans Past due loans Net performing loans Total net exposure B C 40.7% 56.5% 18.3% 8.1% 0.6% 9.6% Dec 14 % 15.0% 6.5% 8.0% 0.5% 85.0% 100.0% B 6,527 2,819 3,515 192 37,393 43,920 coverage (%) 4,049 3,208 822 19 211 4,261 38.5% 55.4% 18.5% 6.9% 0.5% 8.5% Mar 14 % 14.9% 6.4% 6.6% 0.4% 85.1% 100.0% C 6,470 2,584 3,630 256 39,379 45,849 Chg 31/3 - 31/12 (A-B) Abs. Chg (%) 166 1.5% 105 1.6% 34 0.8% 26 12.6% -122 -0.3% 44 0.1% % 14.1% 5.6% 7.9% 0.6% 85.9% 100.0% Abs. Chg (%) 103 56 46 1 -5 98 2.3% 1.5% 5.8% 6.2% -2.4% 2.1% Chg 31/3 - 31/12 (A-B) Abs. Chg (%) 63 1.0% 49 1.7% -12 -0.3% 25 13.2% -117 -0.3% -55 -0.1% Chg 31/3 - 31/3 (A-C) Abs. Chg (%) 645 6.1% 800 13.8% -116 -2.6% -40 -14.4% -2,109 -5.3% -1,464 -2.9% Chg 31/3 - 31/3 (A-C) Abs. Chg (%) 526 516 10 -1 -5 520 13.0% 16.1% 1.2% -4.9% -2.6% 12.2% Chg 31/3 - 31/3 (A-C) Abs. Chg (%) 119 1.8% 284 11.0% -126 -3.5% -39 -15.1% -2,104 -5.3% -1,984 -4.3% Page | 30 | Strettamente riservato e confidenziale Indirect deposits and “bancassurance” Total Indirect Deposits and bancassurance* (€/mn) +9.9% 48.1% 30,457 31,169 2,718 2,971 11,919 51.3% 13,004 15,820 52.8% 15,194 Mar 14 Assets under custody +7.4% • Indirect deposits and bancassurance* significantly up by 9.9% y/y (+3.0 €/bn) and up by 7.4% since Dec.’14 (+2.3 €/bn) even better than new Business Plan 15-17 estimates: 33,472 • AuM up by 20.1% y/y and up by 10.1% since Dec.’14 3,342 • AuM composition: in the 1Q15, Cash still decreasing in favour of different kinds of Funds (equity, balanced, Flexible) 14,315 • Significant growth in bancassurance* both y/y and in the 1Q15 (respectively +22,9% and +12,5%) • AuC broadly stable y/y and up by 4,1% in the 1Q15 minly due to temporary institutional counterparties inflows 15,815 Dec 14 Mar 15 Assets under management Bancassurance (stock) • Well on track on indirect deposits remix strategy in line with new Business Plan 15-17 guidelines: AUM and bancassurance* increased to 52.8% from 51.3% in Dec.’14, increasing its weight on total indirect funding AUM net inflows1 (€/mn) +157.5% AUM composition1 (%) 100% 100% 100% +270 bps Change y/y *: life-insurance products (1): figures from data management system Page | 31 | Strettamente riservato e confidenziale Performance ratios Structural ratios (%) net loans to customers/total assets Capital and liquidity ratios 31.03.2015 2014(*) 72.38% 72.41% Common Equity ratio (CET1 ratio) - Phased in 11.43% 11.26% 11.47% 11.29% 12.24% 10.91% (5) net loans and advances to customers/direct deposits from customers 96.84% 95.10% Tier 1 ratio (T1 ratio) - Phased in financial assets/total assets 18.65% 16.99% Total Capital ratio (TC ratio) - Phased in 12.26% 11.28% fixed assets/total assets goodwill/total assets direct deposits/total assets deposits under management/indirect deposits financial assets/tangible equity Total tangible assets/tangible equity net interbank lending/borrowing (in thousands of Euro) 2.11% 2.12% Common Equity ratio (CET1 ratio) - Fully Phased 0.63% 0.63% Leverage ratio - Phased in 7.2% 7.2% 7.1% 6.9% 125% 86.04% 86.83% Leverage ratio - Fully Phased 47.51% 46.12% Liquidity coverage ratio (LCR) 117% Net stable funding ratio (NSFR) n.d. 2.21 11.74 2.06 (1) 12.00 (2) (5,503,915) (4,770,260) 11,552 11,593 1,273 1,273 31.03.2015 2014(*) ROE 3.75% ROTE 4.17% ROA (net profit/total assets) 0.09% number of employees number of national bank branches Profitability ratios (%) Cost/income ratio 55.90% 115% (6) Non financial ratios Productivity ratios (in thousands of Euro) 31.03.2015 2014(*) direct deposits per employee 3,920.96 3,983.71 loans and advances to customers per employee 3,797.19 3,788.47 0.33% assets managed per employee 1,239.15 1,121.71 0.37% assets administered per employee 1,369.07 1,310.60 0.05% core revenues per employee 42.70 43.06 net interest and other banking income per employee 46.71 48.55 operating costs per employee 26.74 25.55 53.01% (3) Net adjustments to loans /net loans to customers 0.34% 0.46% Basic EPS 0.094 0.084 Diluted EPS 0.094 0.084 31.03.2015 2014(*) net doubtful loans/net loans to customers 15.02% 14.86% net non-performing loans/net loans to customers 6.54% 6.42% Risk ratios (%) 2014(*) (4) 31.03.2015 net unlikely to pay loans/net loans to customers 7.99% 8.00% net past due loans/net loans to customers 0.50% 0.44% adjustments to doubtful loans/gross doubtful loans 40.98% 40.66% adjustments to non-performing loans/gross non-performing loans 56.50% 56.55% adjustments to unlikely to pay loans/gross unlikely to pay loans 19.19% 18.28% adjustments to past due loans/gross past due loans 7.61% 8.07% adjustments to performing loans/gross performing loans 0.55% 0.56% (*) The comparative figures for the income statement are as at 31 March 2014, except for the ROE and the ROTE which are calculated on a yearly basis. (1) Tangible equity = total shareholders' equity net of intangible assets (2) Total tangible assets = total assets net of intangible assets (3) The cost/income ratio has been calculated on the basis of the layout of the reclassified income statement (operating expenses/operating income); when calculated on the basis of the layouts provided by Circular no. 262 of the Bank of Italy the cost/income ratio is at 57.25% (52.64% at March 31, 2014). (4) Capital and liquidity ratios at 31 March 2015 have been calculated on a pro-forma basis, taking into account the share of profits attributable to equity earned during the first quarter of 2015 and the net effects accrued during the same period from application of the fair value option (a total of € 40.5 million). On the other hand, they do not take into account the benefits of internal models (prevalidation of the AIRB models with the ECB and the Bank of Italy officially begun at the end of January 2015). (5) Common Equity Tier 1 ratio (CET1 ratio) – Fully Phased: as stated in the previous paragraph, it is calculated on a pro-forma basis and estimated according to the new Basel 3 regulations at January 2019. (6) The NSFR, not yet available, it is in any case estimated to exceed 100%, in line with the figure at 31 December 2014. Page | 32 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 33 Summary of the programme | Strettamente riservato e confidenziale Summary of the Covered Bond programme Issuer Banca popolare dell’Emilia Romagna Società Cooperativa (“BPER") Seller BPER Programme size EUR 5bn Guarantor Estense Covered Bond Srl (SPV ex 130/1999) Cover Pool 100% Italian prime, first economic lien residential mortgages originated by the BPER Group Segregation of collateral Collateral sold to the Guarantor is segregated for the benefit of CB holders and other secured parties in the context of the programme Listing Luxembourg Over-collateralization The statutory tests are run quarterly to ensure sufficient programme support Minimum Over-collateralization 19% committed, corresponding to 84.03% as Asset Percentage Calculation Agent BPER Guarantor Calculation Agent Securitisation Services S.p.A. Asset Monitors Deloitte & Touche S.p.A. Governing Law Italian Representative of CB holders Securitisation Services S.p.A. Arranger and Dealer The Royal Bank of Scotland plc Page | 34 | Strettamente riservato e confidenziale OBG Programme structure overview Italian Covered Bond Framework Covered Bondholders OBG Covered Bond Guarantee Covered Bond Issuance Proceeds Covered Bond Issuance & Coupons Subordinated Loan Repayments of Subordinated Loan Estense Covered Bond S.r.l. (Guarantor) Asset monitor Cover Pool Purchase Price Transfer of Cover Pool Swap Cashflows Covered Bond Swap Counterparty Page | 35 | Strettamente riservato e confidenziale Statutory tests MANDATORY TESTS (according to the Italian regulation framework) NOMINAL VALUE TEST The Outstanding Principal Balance of the Eligible Cover Pool (that means Not Performing Loans excluded) plus the aggregate amounts standing to the credit of the SPV accounts (in relation to the principal component only) ≥ the Outstanding Principal Notional Amount of all Series of Covered Bonds NET PRESENT VALUE TEST The Net Present Value of the Eligible Cover Pool (that means Not Performing Loans excluded), net of the SPV general and administrative expenses and including any cash flow expected on derivatives ≥ the Net Present Value of the Outstanding Covered Bonds INTEREST COVERAGE TEST The Net Interest Collections from the Eligible Cover Pool (that means Not Performing Loans excluded), including any cash flow expected on derivatives ≥ the interest payments scheduled to be due in respect of all the outstanding Series of Covered Bonds ADDITIONALY TEST (assumed in the legal documentation according to the Rating Agency requirements) The Adjusted Eligible Portfolio ≥ the Outstanding Principal Balance of all Series of Covered Bonds The Adjusted Eligible Portfolio is the lower between: ASSET COVERAGE TEST i) the Outstanding Principal Balance of every Mortgage Loan ii) the Mortgage Loan latest real estate appraisal value, weighted on the loan performance level, taking in consideration the haircut depending on the Asset Percentage, plus the aggregate amounts standing to the credit of the SPV accounts (in relation to the principal component only), minus any set-off amount, commingling amount and negative carry factor calculation. Page | 36 | Strettamente riservato e confidenziale BPER Group’s residential mortgages business Residential mortgages stock (€/bn) Residential mortgages by interest type (%) 8.21 8.10 0.11 0.11 0.10 1.19 8.18 0.08 1.19 1.32 1.28 6.67 6.82 6.78 6.87 6.92 2011 2012 2013 2014 1Q15 1.23 1m Residential mortgages by payment frequency (€/bn) 8.14 8.11 6m 0.08 other Residential mortgages new production (€/bn) Source: figures from data management system ; gross values; Commercial banks excl. CR Bra Note: figures in the tables above may not add exactly due to rounding differences Page | 37 | Strettamente riservato e confidenziale Cover Pool: Summary (1/3) Residential cover pool summary data Country Total Loan Balance (€) Average Loan Balance (€) Borrower concentration: largest 10 borrowers Total number of Loans Total number of Borrowers Total number of Properties Loans to employees of BPER Group Weighted average seasoning (months) Weighted average remaining maturity (months) Weighted average original term (months) Weighted average OLTV (granted balance / original property valuation) Weighted average CLTV (current balance / original property valuation) Weighted average Indexed CLTV (current balance / updated property valuation) Fixed Rate Mixed - Fixed as of this report date Floating Rate Mixed - Floating as of this report date Foreclosure (non performing loans) WA interest rate on floating loans (Mixed - Floating included) WA margin on floating loans (Mixed - Floating included): basis points WA interest rate on fixed loans (Mixed - Fixed included) Loans in arrears > 90 days - defaulted included Italy 2,242,579,649 91,106 0.41% 24,615 24,405 25,340 0 53.69 202.10 255.28 58.01% 48.42% 49.35% 8.60% 5.98% 27.52% 57.57% 0.33% 2.36% 195 4.76% 0.71% Data as of 31 March 2015 Page | 38 | Strettamente riservato e confidenziale Cover Pool: Summary (2/3) Current Loan to Value Current Loan to Value – Key Data Total Loan Balance (€) % of Total Loan Balance Number of Borrowers % of Number of Borrowers 0-≤40% 711,259,820 31.72% 11,961 49.01% >40%-≤50% 352,708,785 15.73% 3,363 13.78% >50%-≤60% 390,948,238 17.43% 3,316 13.59% >60%-≤70% 457,185,162 20.39% 3,442 14.10% >70%-≤80% 320,869,085 14.31% 2,261 9.26% >80%-≤85% 9,608,559 0.43% 63 0.26% 2,242,579,649 100.00% 24,405 100.00% Current LTV ranges Data as of 31 March 2015 Page | 39 | Strettamente riservato e confidenziale Cover Pool: Summary (3/3) Geographical distribution* * In % of Total Loan Balance – Borrower ‘s residence Interest Rate Type Seasoning Seasoning (in months) <12 ≥12-<24 ≥24-<36 ≥36-<60 ≥60 Total Total Loan Balance % of Total Loan (€) Balance 19,894,241 231,469,543 247,394,480 955,567,259 788,254,126 2,242,579,649 0.89% 10.32% 11.03% 42.61% 35.15% 100.00% Data as of 31 March 2015 Page | 40 Origination and underwriting | Strettamente riservato e confidenziale MANDATORY TESTS (according to the Italian regulation framework) Sales Force All mortgages are originated through direct channels - 1,273 branches across the Italian territory of which: 816 BPER branches 456 subsidiary branches All mortgages are underwritten at branch level Underwriting Mortgage approval depends mainly on the value of the property vs. the amount requested, as well as on the clients income, net worth and the in-house credit rating score of the client The credit rating score is a synthetic valuation of the credit quality of the underlying risk Property Valuation Since 1st November 2006 the valuation of residential properties is assessed at the granting date by an independent appraisal company, CRIF Service S.p.A.. The following valuation update is scheduled, at least, once a year with the assessment of a different independent appraisal company: Prelios S.p.A.. BPER performs all of the servicing activities of the mortgage loan portfolio Servicing Collection strategies are in place to achieve the quickest and most effective recovery of loans in arrears The majority of loans are paid through direct debit, reducing delinquency (early detection of overdues) and allowing for a more proactive servicing of the loans Data as of 31 March 2015 Page | 41 | Strettamente riservato e confidenziale The underwriting process Italian Covered Bond Framework 2 1 DATA COLLECTION AND INPUT Collection of documentation from the borrower (financial status & credit performance; property description, location and type) 5 SANCTIONING 6 PRE-CLOSING PROCEDURES Execution of loan & guarantor’s contract Signing of insurance contracts & settlement of any insurance payment Notarisation of the mortgage agreement Registration of the mortgage / lien over the property INTERNAL RATING AND SCORING Assessment of the borrower’s credit worthiness via an internal scoring model, based on borrower characteristics and loan amount ANALYSIS OF KEY FACTORS FOR CREDIT DECISION: Minimum mortgage requirements: Citizenship and residency Age Credit period Debt to income Loan to Value Guarantees Internal credit rating Appraisal of the property 3 PROPERTY VALUATION Residential mortgages are granted only if the property valuation is assessed by the independent appraisal company CRIF Service S.p.A. regardless of amount or scope 4 ASSIGNMENT OF FILE ACCORDING TO LIMITS On the basis of the internal limits and of the borrower’s and loan characteristics, the file is assigned to the appropriate responsible for the credit decision CLOSING Page | 42 | Strettamente riservato e confidenziale Cover Pool | Performance Arrears (months) Number of Loans % Number of Loans Current Balance (€) % Current Balance 0 (in bonis ) 23,853 96.90% 2,164,111,762 96.50% ≤1m 303 1.23% 32,865,678 1.47% >1m to ≤2m 211 0.86% 19,377,464 0.86% >2m to ≤3m 98 0.40% 10,195,844 0.45% >3m to ≤6m 81 0.33% 8,689,556 0.39% Non Performing 69 0.28% 7,339,345 0.33% Total 24,615 100.00% 2,242,579,649 100.00% Data as of 31 March 2015 Page | 43 | Strettamente riservato e confidenziale Rating Rating Overview of Italian Covered Bond Issuers (Moody’s/S&P/Fitch) Republic Intesa Unicredit* UBI Banca of Italy Sanpaolo BPER Banca Pop. di Milano Banco Popolare Carige MPS CREDEM LT Issuer Default n.r. Ba3 Ba3 Caa1 B3 Baa2 Baa1 Baa1 Baa2 Baa2 Covered Bond A1 A2 A2 Ba1 A2 Aa2 Aa2 n.r. Aa2 n.r. Outlook n.r. Stable Stable Pos Neg Stable Stable Stable Stable Stable LT Issuer Default BB- B+ n.r B- n.r BBB- BBB- BBB- BBB- BBB- Covered Bond n.r. n.r n.r n.R n.r n.r n.r n.r. n.r n.r Stable Stable n.r CW- n.r Stable Stable Stable Neg Stable LT Issuer Default BB BB+ BB B B- BBB+ BBB+ BBB+ BBB BBB+ Covered Bond n.r. BBB+ BBB+ (RW-) BBB- BBB A+ n.r. AA+ A n.r. Stable Stable Stable Stable Stable Neg Stable Stable Stable Stable Outlook Outlook Source: Bloomberg as of 20 July 2015 Outlook refers to long-term ratings Moody’s: RuR -/+ (Rating under Review Neg/Pos) Standard and Poor’s: CW -/+ (Credit Watch Neg/Pos) Fitch: RW +/- (Rating Watch Neg/Pos) n.r.: Not Rated *: UniCredit ratings relate to their CPTCB programme; Soft bullet programme ratings are: Aa2 / - / AA (M/S/F) Page | 44 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 45 | Strettamente riservato e confidenziale Growth trends for residential mortgages • In the past the increase in interest rates was the main cause of the slowdown in mortgage growth in Italy Late-stage arrears and annual default rate have been remarkably stable (at 1.6% and 1.3% respectively), despite the weak economic background. Starting from June 2008, the deceleration was due to the economic recession and the weakness of consumer spending Market expectations for new residential mortgage lending in Italy are flat for 2014 with sign of growth in 2015 The reduction in sovereign bond rates has reduced funding spread for banks: this has been leading to lower mortgage rates Average interest rates on new mortgages have decreased by almost 100 bps since 2012 3 2 1 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Germany Spain Portugal 40 165 20 125 0 85 (20) 45 (40) Source: Fitch, Central Banks, National Statistical Institutes, EMF, Loan Performance, CML, DNB, IBF, JHF, CBA Q4 2014 Q1 2014 Q2 2013 Q3 2012 Q4 2011 (60) Q1 2011 2014 f 2015 f Greece Portugal Q2 2010 2012 2013 Germany Netherlands Q3 2009 2010 2011 France Italy United Kingdom Q1 2005 2009 Portugal The Netherlands Change (%) in the volumes of residential household mortgage issuances and household transactions 205 2008 Belgium Ireland Spain The Netherlands Italy 40 35 30 25 20 15 10 5 0 (5) (10) Source: S&P Gross new mortgages lending 5 2007 Italy Germany Spain Q4 2008 • 4 Q1 2008 • 5 Q2 2007 • 6 Q3 2006 • 7 Q4 2005 • Housing loans v/s Interest rates on New housing loans Housing loans (% year-on-year change) 2014 has been a recovery year for Italy for the increased number of residential household purchase: +7.4% Average interest rates on new housing loans (%) • * Var. % mutui casa (*) Var. % compravendite Source: Bank of Italy, Nomisma, Italian Tax Authority Page | 46 | Strettamente riservato e confidenziale Very Stable Housing Market in Italy Price Indexes (% change current/previous period) FUTURE TRENDS: 5.0% The stabilization in Italy's residential property market reflects: i) economy slight recovery and easing credit conditions; ii) increase in consumer confidence (5.0%) Overall, households financial exposure remains balanced thanks to their relatively modest indebtedness and a lowered interest rates environment 0.0% (10.0%) (15.0%) 2012 UK 2013 France 2014 (F) Germany Ireland 2015 (F) Italy 2016 (F) Portugal Spain Source: S&P Rating Services Affordability of the housing market (Price/Income ratio) Housing Price Indexes GBR ESP GRC Source: OECD, RBS; Note: index based in 2010, Southern Europe ITA IRL GBR ESP GRC IRL 2014 2013 2012 2011 2010 2009 2004 2003 2002 2001 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 ITA 2000 160 150 140 130 120 110 100 90 80 70 60 50 40 30 150 140 130 120 110 100 90 80 70 60 2008 • Assuming a modest strengthening of the economy, prices will start to gradually rise again by 1% in 2015 and 2% in 2016 2007 • 10.0% 2006 • As of S&P 2014 report, Italian housing price will decline more slowly this year than in the recent past (2%) 2005 • * Source: OECD, RBS Page | 47 | Strettamente riservato e confidenziale S&P’s Housing Market Forecasts S&P’s House Price Forecasts Italy France Germany Spain Ireland Assuming a modest strengthening of the economy, S&P expects the performance of the industry is forecast to accelerate, with an anticipated CAGR of 0.6% for the five-year period 2013- 2018, which is expected to drive the industry to a value of $79.6bn by the end of 2018. It expects real GDP to rise by 0.5% in 2014, and have lifted their forecasts for 2015 to 1.1% and for 2016 to 1.2%. Supporting an ease in house price declines, however, the real estate market itself does not show signs of significant overvaluation. The price-to-income ratio, a good indicator of affordability, has declined markedly from its 2009 peak and is now close to its long-term average. Similarly, the price-to-rent ratio remains at its historical average as rents continue to rise S&P expects house prices will decline by 4% in 2014 and grow by 1% in 2015 and 2% in 2016. However, an interest rate shock, although currently unlikely, would throw the market into sharper decline. It expects the economic revival in France to be slow, with real GDP growth averaging 0.7% this year, below the eurozone average of 1.1%. Growth is likely to pick up only gradually in 2015 and 2016, remaining below 2%, and its expected that unemployment will come down only very slowly. Against this backdrop, structurally strong housing demand will continue to support the market. However, future trends will be highly dependent on interest rates. The ECB is committed to keeping interest rates very low at the short end of the curve. In the longer run, investor demand for safe haven investments should remain strong. S&P forecasts that the upswing in the German residential property market will continue over the next few years amid strong macroeconomic indicators. On the back of solid economic growth, employment and wage growth should accelerate, boding well for household incomes. However, if investment in residential construction continues to expand at the same fast rate seen in the past, pressures on prices may start to ease in the coming years. Low financing rates and a yearning for financial safety will continue to lift house prices for some time, in our view. We expect financial conditions to remain supportive, at least until 2016. However, as we believe the period of low interest rates outside the eurozone is nearing, investment in the German residential property market is likely to become less attractive and raise international investors' interest in other financial assets in the years to come, additionally easing pressures on prices. Hence, we forecast price increases will slow to a 3.5% growth in 2016. S&P believes prices will continue to decline slightly this year, bottom out in 2015, and start to rise in 2016. Economic fundamentals are improving faster than previously expected. Over the longer term, the very high stock of unsold new homes will still dampen prospects for a sustained recovery in prices. Although construction of new buildings has been very slow in recent years, the stock of unsold houses has been only slowly declining. Declining demographic trends will also weigh on housing demand and house-price growth House Price Change Forecast 8 6 4 2 0 -2 -4 -6 -8 -10 -12 2012 S&P views that the improvement in the economy and the labor market, as well as limited supply in Dublin will help support the residential property market over the next two years. The improving labor market situation, alongside rising employment and wages, should support a continued increase in housing demand. A rise in demand in the context of home supply shortages (mainly in urban areas such as Dublin) will likely put upward pressure on prices, leading to rises nationally. The damage or bankruptcy that many building firms suffered during the financial crisis has contributed to the housing supply shortage. We nevertheless don't expect the recent increase in house prices to stay as strong beyond 2014 2013 2014f 2015f 2016f Belgium France Germany Ireland Italy Netherlands Portugal Spain Sw itzerland U.K. Source: S&P Source: S&P (as of December 2014) Page | 48 | Strettamente riservato e confidenziale Household Leverage & Mortgage Collateral Quality S&P’s House Price Forecasts House Price Change Forecast 25% Italy -45 Belgium -53 20% France -55.1 Germany -61.6 Spain -85.7 250 300 Liabilities Liquid Assets (incl. Cash, Deposits, ST Securities, Shares, Equity) 350 0% Illiquid Assets Spain 200 Denmark 150 Ireland 100 Germany 50 Belgium 0 Italy -50 Portugal -100 Austria -127.1 United Kingdom Netherlands 5% Sweden -118.9 Norway Ireland France -99.5 Switzerland UK 10% Netherlands -94.3 Finland Portugal -150 15% Liability Coverage by Liquid Assets Source: Moody’s, Eurostat Source: Moody’s Page | 49 | Strettamente riservato e confidenziale Agenda Introduction to BPER Group 1Q15 Results Executive summary Profit and loss Balance sheet structure Assets Funding & Capital Annexes OBG Programme & Cover pool description Italian mortgage market Becoming BPER: new Business Plan 2015-17 in a snapshot Page | 50 Becoming BPER: From The Past To The Future | Strettamente riservato e confidenziale Page | 51 | Strettamente riservato e confidenziale Market Conditions Expected To Improve Over The Next Few Years Page | 52 Industrial Plan Structured Around Key Stakeholders | Strettamente riservato e confidenziale Page | 53 Industrial Plan Key Financial Targets | Strettamente riservato e confidenziale Page | 54 ROTE Target: 9% Re-Iterated | Strettamente riservato e confidenziale Page | 55 Top-line Improvement: Key Objectives and Actions | Strettamente riservato e confidenziale Page | 56 | Strettamente riservato e confidenziale Greater Operating Efficiency: Key Objectives and Actions Page | 57 Risk Profile Optimization: Key Objectives and Actions | Strettamente riservato e confidenziale Page | 58 | Strettamente riservato e confidenziale Contacts for Investors and Financial Analysts Gilberto Borghi Roberto Ferrari Head of Investor Relations Chief Financial Officer Via San Carlo, 8/20 Via Aristotele 195 41121 Modena - Italy 41126 Modena - Italy Ph. +39 059 2022194 Ph. +39 059 2021199 e-mail: [email protected] e-mail: [email protected] Alessandro Simonazzi Marco Biale Head of Planning & Control Head of Structured Finance Via San Carlo, 8/20 Via G. Negri, 10 41121 Modena - Italy 20123 Milano - Italy Ph. +39 059 2022014 Ph. +39 02 29022474 e-mail: [email protected] e-mail: [email protected] Page | 59