CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte

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CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
CEE banking M&A dynamics remain stable
Multiple factors to further boost consolidation
December 2018
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
Contents
Foreword
         1
Number of M&A deals in the CEE Region		        2
CEE macroeconomic overview		                   4
Banking trends in CEE		                        5
Banking M&A dynamics in CEE		                  12
Poland		16
Czech Republic		                               20
Slovakia		24
Hungary		28
Romania		32
Slovenia		36
Croatia		40
Bulgaria		44
Serbia		48
Baltic region (Estonia, Latvia, Lithuania)		   52
Contacts		64

2
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
Foreword

Leveraging on the success of our NPL             an average real GDP growth of 4.2% in         market players. Therefore, there are
study which provides an overview on non-         2017, improving labour market conditions      motivating factors to trade both on the sell
performing loan markets in 12 countries          and intense lending activity in the           and buy sides, and a number of potential
across CEE and the Baltics, as a leading         region. Additionally, as base interest rate   acquirers have significant war chest to do
advisor not only in loan portfolio but           increases have been commenced by some         deals. These trends are expected to drive
banking entity deals as well, we decided         national banks, further improvements in       further consolidation in the CEE banking
to introduce a new study on banking M&A          profitability might come due to the higher    market. Such dynamics validate the
dynamics with the same geograpical scope.        interest rate environment.                    existence of this paper and are expected
We do hope this study will also be a useful                                                    to provide rich content for it in the years to
material to various stakeholders of the          Besides digital transformation, another       come.
banking M&A universe in the region.              prevailing trend in the regional banking
                                                 sector is the consolidation of the banking
Recent performance of the banking                market, driven by non-core exits on the
industry in the CEE and Baltics has been         sell side and acquisitive growth on the
reassuring. Capital adequacy ratios in           buy side to increase economies of scale.
2017 remained solid with an average over         Multiple banking sectors in the region are    Balázs Bíró
20% in the twelve countries, NPL ratios          overbanked with a fragmented market           Partner, Regional Financial Services
and volumes decreased significantly, while       structure and a number of banks with low      Industry Leader
profitability rose to historically high levels   market shares, therefore with no efficient    Financial Advisory
in several countries with an average ROE         economies of scale. In addition, the low
around 10% and no loss making banking            interest environment still puts a pressure
sectors. These positive dynamics were            on profitability, thus cost efficiency
backed by stable economic expansion with         improvements are being hunted by banking

                                                                                                                                            1
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
Number of M&A deals
in the CEE region
(2017-2018 September)

2
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
Bulgaria         2
Croatia          1
Czech Republic   0
Estonia          1
Hungary          2
Latvia           2
Lithuania        1
Poland           2
Romania          2
Serbia           5
Slovakia         0
Slovenia         2

                     3
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
CEE macroeconomic overview
All the twelve countries analysed in the           a result, average GDP growth of the twelve
report had positive GDP growth in 2017.            countries increased from 2.9% to 4.2% in 2017.
The highest growth rates were achieved by          The main source of growth was improving
Romania (7.0%), Latvia (5.1%) and Slovenia         labour market conditions across Europe and
(5.0%). Romania experienced increasing             low consumer prices which led to growing
wages and decreasing VAT which resulted            domestic demand. Besides current positive
in the boost of private consumption. In            economic conditions, further structural
Latvia and Slovenia export activity and            reforms are expected in several countries
private consumption generated the above-           to develop productivity, competitiveness,
average expansion of the economy. As               education and labour markets.

Figure 1. Changes in real GDP, 2015-2017
    9.0%

    7.0%

    5.0%
                                                                                                                                       4.2%
    3.0%                                                                                                                               2.9%

    1.0%

-1.0%
               PL      CZ           SK        HU         RO          SI      HR        BG           SRB      EE       LV     LT
                            2015              2016            2017            Average - 2016               Average - 2017
Source: EIU

Recorded unemployment rate decreased               unemployment rate decreased by 1.1 percentage
in all the twelve countries in 2017. The           point from 8.8% to 7.7% in 2017 due to the
most significant improvements were                 growing economies. Most countries experienced
posted in Croatia (-2.4 percentage points),        a significant real wage increase on top of the
Slovakia (-2.4 percentage points) and              decreasing unemployment rate, which resulted in
Serbia (-2.2 percentage points). On average        the gradual increase of inflation.

Figure 2. Unemployment rate, 2015 - 2017

20%

15%

10%                                                                                                                                    9.0%
                                                                                                                                       7.6%
    5%

    0%
              PL     CZ            SK         HU        RO           SI      HR         BG           SRB       EE       LV        LT

                            2015              2016            2017             Average - 2016              Average - 2017
Source: EIU

4
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
Banking trends in CEE
In most of the analysed twelve countries             years, with lending growth, stable funding
banking sectors experienced one of their             and liquidity positions, which could
best performances in 2017 since the                  moderate the pressure on the profitability
crisis of 2008. Capital adequacy ratios              in the region. Furthermore, the slowly
were stable, NPL ratios decreased and                rising interest rate environment affects
profitability rose to historically high levels in    banking interest margins positively, already
some countries. These positive trends are            delivering profitability improvements in
expected to continue in the forthcoming              several countries.

Figure 3. Banking Assets to GDP, 2015-2017

140%
120%
100%                                                                                                                       96%
  80%
  60%
  40%
  20%
   0%
               PL           CZ          SK          HU      RO          SI        HR         BG     SRB     EE   LV   LT

                                 2015               2016           2017             Average - 2016 & 2017
Source: ECB CBD, Eurostat

                                                                                                                             5
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
Average asset penetration (banking                                    The banking sector of the region can be               penetration ratio is between 10-15% with
assets to GDP) of the CEE banking sector                              classified into three groups in terms of              six countries. It is also visible that there is
remained stable in recent years around                                banking penetration. Romania, Serbia and              a fairly strong correlation between GDP
96% and improved in some countries due                                Bulgaria have lower penetration ratio and             per capita and penetration ratio of the
to the vivid lending activity. Although, some                         therefore higher future growth potential,             respective banking markets.
countries experienced a slight decrease                               while the Czech Republic, Estonia and
owing to the higher rate of economic                                  Slovenia have higher current market
growth which outpaced lending activity.                               penetration ratios. In the middle group

Figure 4. Banking market penetration to GDP per capita, 2017

                               25

                                                                                                                                 SI
                                                                                                                                41.7
                               20

                                                                                                  SK
                                                                                                 77.6
                                                                                  HU
                                                                                                                     EE
                                                                                 120.1
    GDP per capita (EUR ths)

                                                                                                                     25.3              CZ
                               15                             LT
                                                                                                            LV                      263.3
                                                             27.3
                                                                                                           28.6
                                                                                                                            High penetration
                                                                                                             HR
                                                                                                            61.3
                               10
                                         RO
                                                                                           PL
                                        93.7
                                                                                         427.5

                                                                           Middle penetration
                                                      BG
                                        SRB
                                5                     50.7
                                        28.5

                                        Lower penetration

                                0
                                    0             5                       10                         15               20                       25                      30
                                                                                 Total Assets per capita (EUR ths)
Source: ECB CBD, EIU, Eurostat                           Note: Bubble size: Total assets volume (EUR bn)

6
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
Banking sectors of the presented countries                                                           CAR with 30.1%, while the Hungarian                                                                 Overall CAR remained stable in 2017 in the
  were well capitalized in 2017, having an                                                             banking sector has the lowest CAR among                                                             covered countries.
  average capital adequacy ratio of 21%. The                                                           the covered countries, with still a robust
  Estonian banking sector has the highest                                                              16.8% well-above the regulatory minimum.

       Figure 5. Capital adequacy ratio, 2015-2017

    35%

    30%

    25%

    20%                                                                                                                                                                                                                                                                                     21%

    15%

    10%
            5%

            0%
                               PL                CZ                       SK                   HU                    RO                     SI                       HR                   BG                    SRB                      EE                     LV                    LT

                                                                                 2015                               2016                               2017                               Average - 2016 & 2017
  Source: National Banks

  In 2017, total assets of the twelve                                                                  sales and write-offs) of banks as well                                                              in Bulgaria (10.6%), while the lowest in Latvia
  banking sectors increased by 11.1%. The                                                              as the generally improving financial                                                                (2.9%) and Estonia (3.0%). At the same time,
  increase was mostly due to the positive                                                              position of households and corporations.                                                            the general trend is very positive even for
  macroeconomic environment and the                                                                    Thus, average NPL ratio of the covered                                                              Croatia and Bulgaria, since banks were able
  entailing strengthening of lending activity.                                                         banking sectors stood at 6.1% in 2017, 1.5                                                          to significantly reduce the total NPL volumes
  Asset quality also improved considerably                                                             percentage point lower than in 2016 and                                                             in their balance sheet in previous years. On
  owing to the proactive balance sheet                                                                 close to pre-crisis levels. The highest NPL                                                         average 56% of total NPL volume consisted
  clean-up measures (mostly NPL portfolio                                                              ratio was measured in Croatia (14.0%) and                                                           of corporate NPLs in 2017.

     Figure 6. Evolution of key NPL metrics, 2015 - 2017
                      18,000                                                                                                                                                                                                                                                                25%

                      16,000

                      14,000                                                                                                                                                                                                                                                                20%

                      12,000
NPL volume (EUR mn)

                                                                                                                                                                                                                                                                                            15%
                      10,000

                       8,000
                                                                                                                                                                                                                                                                                            10%
                       6,000

                       4,000                                                                                                                                                                                                                                                                5%
                       2,000

                          0                                                                                                                                                                                                                                                                 0%
                                                                                                                                                                                                                                                                                     2017
                                                                                                                                                                                                                                                                       2015
                                                                                                                                                                                                                                                                              2016
                                                                                                                                                                                                                                                         2016
                                                                                                                                                                                                                                                                2017
                                                                                                                                                                                                                                           2017
                                                                                                                                                                                                                                                  2015
                                                                                                                                                                                                                      2017
                                                                                                                                                                                                                             2015
                                                                                                                                                                                                                                    2016
                                                                                                                                                                                                        2015
                                                                                                                                                                                                               2016
                                                                                                                                                                                          2016
                                                                                                                                                                                                 2017
                                                                                                                                                                            2017
                                                                                                                                                                                   2015
                                                                                                                                                              2015
                                                                                                                                                                     2016
                                                                                                                                                2016
                                                                                                                                                       2017
                                                                                                                                  2017
                                                                                                                                         2015
                                                                                                                    2015
                                                                                                                           2016
                                                                                                      2016
                                                                                                             2017
                                                                                        2017
                                                                                               2015
                                                                          2015
                                                                                 2016
                                                            2016
                                                                   2017
                                2015
                                       2016
                                              2017
                                                     2015

                                       PL                   CZ                   SK                   HU                   RO                   SI                   HR                   BG               SRB                      EE                   LV                   LT
                                                               Retail NPL (EUR mn)                                         Corporate NPL (EUR mn)                                           NPL ratio (%), right axis
  Source: National Bank

                                                                                                                                                                                                                                                                                                 7
CEE banking M&A dynamics remain stable - Multiple factors to further boost consolidation December 2018 - Deloitte
Profitability remained reassuring in 2017,       Poland the main reason for the relatively     Whereas in Croatia the low profit of the
however average ROE of 10% is still below        lower profitability was the shortage of       banking sector was in connection with the
pre-crisis highs, due to high average capital    considerable one-off income from asset        restructuring of large Agrokor Group.
levels and the relatively underperforming        disposals, or the Visa transaction in
Croatian and Polish banking sector. In           2016 and also the increased tax burden.

Figure 7. Return on equity, 2015-2017

15%

10%                                                                                                                                    10%

    5%

    0%

-5%

-10%
             PL       CZ         SK         HU         RO         SI          HR       BG      SRB         EE         LV         LT

                                    2015             2016              2017             Average 2016 & 2017
Source: ECB CBD

The highest profitability was achieved by        where ROE was the second highest (13%) in     due to the improving asset quality, strong
the Hungarian banking sector, where ROE          2017, rising interest margins on new loans    loan demand, as well as release of former
rose to a historically high level of 14.5%,      supported profit growth, in parallel with a   provision stocks. Nonetheless, to maintain
CIR was also one of the highest among the        low CIR which supports higher profitability   the current positive trend in profitability,
analysed countries though. Consequently,         in the long run.                              banks are expected to put further stringent
exceptional profit of the Hungarian banking                                                    focus on cost and operational efficiency in
sector was partially the result of one-off       Generally, current profitability of the       the forthcoming years to minimize their CIR,
items, like reversals of provisions and high     region’s banking sectors was supported        which currently vary in a fairly wide range in
trading income. In the Czech Republic,           by the limited new loan loss provisions       the region.

8
Figure 8. ROE and CIR of the respective countries (2017)

               18%

               16%

                                                                                                                     HU
               14%                                                                                                  120.1
                            CZ
                           263.3                                              RO
               12%                                                                                       SRB
                                                                              93.7                       28.5
                         BG
               10%                                                                          SK
  ROE (2017)

                         50.7                   LT                                                                     SI
                                                                                           77.6
                                    EE         27.3                                                                   41.7
               8%
                                   25.3
                                                                                                   LV
               6%                                              HR                                 28.6
                                                              61.3
                                                                                        PL
               4%
                                                                                       427.5

               2%

               0%
                 40.0%          45.0%                     50.0%                       55.0%                 60.0%               65.0%               70.0%
                                                                                     CIR (2017)
Source: ECB CBD 		          Note: Bubble size: Total assets volume (EUR bn)

The top 15 leading banking groups covered            nearly EUR 100 bn assets in 6 countries,                   in assets. The leading groups experienced
more than 70% of the total banking                   while Raiffeisen Bank had presence in                      increasing profitability, reporting an
assets of the presented twelve countries.            most of the covered countries (8) in 2017.                 average ROE ratio of 10.5% and ROA ratio
The largest banking group in terms of                On average the leading banking groups                      of 1.3% in 2017.
total assets was Erste Group possessing              operate in 3.5 countries owning EUR 44 bn

                                                                                                                                                            9
Figure 9. Nr. of countries with presence and ROE of the leading banking groups in the respective countries, 2017
Figure 9. Nr. of countries with presence and ROE of the leading banking groups in the respective countries, 2017
                                 10

                                                                                               Raiffeisen
                                  9
                                                                                                  65.0                       Unicredit
                                                                                                                               68.4
                                  8
                                                                                                                                            Erste
                                                                                                                                            99.9         OTP             Société Générale
                                  7                                                                                                                      48.1                  61.1
Nr. of countries with presence

                                  6                                                      Intesa Sanpaolo
                                                                                               38.2
                                  5

                                                                                                                                                               KBC
                                  4
                                                                                                                SEB                                            91.0
                                                                                  Commerzbank                   17.3
                                  3                                                  34.1

                                                                 BNP Paribas                                           Santander                 Swedbank
                                  2                                                                             BCP       36.0                     23.1
                                                                    17.2
                                                                                                                16.9
                                                                                                                                             ING
                                  1
                                                                                   Citibank                                                  29.2
                                                                                     10.3
                                  0
                                  0.0%              2.0%             4.0%        6.0%            8.0%                10.0%         12.0%            14.0%             16.0%        18.0%         20.0%
                                                                                                                ROE (2017)

Source: EMIS, Annual reports, Inteliace Research		                                    Note: Bubble size: Total CEE assets volume (EUR bn)

Table 1. Ranking of the leading banking groups by total assets in the respective countries, 2017
                                                                                                                                                                                 Total CEE    Cumulative
                                                                                                                                            Nr. of countries   Total CEE
             Rank                     Banking Group      PL     CZ    SK    HU   RO      SI      HR     BG      SRB    EE     LV    LT                                           market       market
                                                                                                                                            with presence      assets (EUR bn)
                                                                                                                                                                                 shares (%)   shares (%)

          1                           Erste                      2     1     4    1               3              7                                  6          99.9              11.2%        11.2%

          2                           KBC                        1     4     3                           3                                          4          91.0              10.2%        21.4%

          3                           Unicredit                  4           2    4        3      1      1       2                                  7          68.4              7.7%         29.1%

          4                           Raiffeisen           7     5     3     5    3               5      5       3                                  8          65.0              7.3%         36.3%

          5                           Société Générale     14    3                2        2             6       4                                  6          61.1              6.8%         43.2%

          6                           OTP                              8     1    8               4      2       5                                  6          48.1              5.4%         48.6%

          7                           Intesa Sanpaolo                  2     7    11       4      2              1                                  6          38.2              4.3%         52.9%

          8                           Santander            2                                                                                        1          36.0              4.0%         56.9%

          9                           Commerzbank          3                11                                                                      2          34.1              3.8%         60.7%

          10                          ING                  4                                                                                        1          29.2              3.3%         64.0%

          11                          Swedbank                                                                          1      1     1              3          23.1              2.6%         66.6%

          12                          BNP Paribas          5                                                                                        1          17.2              1.9%         68.5%

          13                          SEB                                                                               2      2     2              3          17.3              1.9%         70.4%

          14                          BCP                  6                                                                                        1          16.9              1.9%         72.3%

          15                          Citibank             8                                                                                        1          10.3              1.1%         73.5%

Source: EMIS, Annual reports, Inteliace Research                                                      TOP 1-5          TOP 6-10          TOP 11-15

10
The average market share of the top 5           The markets in most of the presented               own less than 50% of the total assets.
largest banks in terms of total assets was      countries are moderately concentrated, in          Concentration is expected to increase
around 65% and it has been increasing           Serbia, Bulgaria, Romania, Slovenia, Czech         further gradually driven by the ongoing
in past years, thus creating a more             Republic, Latvia, Croatia and Slovakia the         banking market consolidation in the region.
concentrated banking sector in the region.      top 5 banks own more than 50% but less
Market concentration is high in Lithuania       than 75% of the total banking assets. The
and Estonia, where the top 5 banks              least concentrated markets are Hungary
own more than 75% of the total assets.          and Poland, where the top 5 banks

Figure 10. Market concentration in terms of total assets in the respective countries, 2017

                                             TOPTOP  5
Banking M&A dynamics in CEE
M&A activity in banking markets of the                   three years, vivid lending activity, dismantling   improve economies of scale and realize cost
twelve analysed countries peaked in 2015                 of non-performing exposure volumes and             synergies.
in terms of the number of deals, and has                 entailing profitability improvements, which
been decreasing since then. In 2018 there                eased the pressures on banks and hence             In the mid and long term efficiency deriving
were 2 completed deals and 6 ongoing                     postponed the iimminent need for mergers           from healthy economies of scale is expected
as of September 2018, while 2017 saw 12                  and acquisitions in the banking sector in          to become an even more vital factor in the
completed deals, whereas the number of                   the short term. At the same time, the low          cut throat competition, therefore banks
the completed transactions in 2015 was                   interest environment still puts a pressure         with 1-2% market share might not be able to
19. The main reason for the decreasing                   on the profitability, thus cost efficiency         compete successfully and deliver satisfying
number of transactions is the stabilizing                improvements are being hunted by banking           returns to shareholders. The CEE banking
macroeconomic environment in the past                    market players, also via acquisitions to           sector has a number of banks with such size.

Figure 11. M&A activity by year - Nr. of transactions

2018 (1-9M)               2                          6

          2017                                              12

          2016                                                   13

          2015                                                                     19
Source: Deloitte Intelligence, September 2018                         Completed         Ongoing

The busiest banking M&A markets in CEE                   since 2015 and 2 deals were still ongoing.
in terms of number of transactions were                  In Hungary, Serbia and Romania, 8, 7 and 6
Poland, Hungary, Serbia and Romania. 6                   transactions were closed, respectively.
transactions were completed in Poland

Figure
 Figure12.
        12.M&A
           M&A activity
                activity by
                          bycountry
                            country -- Nr.
                                       Nr. of
                                           of transactions,
                                              transactions, 2015
                                                            2015 - September 2018
                                                                   September 2018

PL                                   3                                                  3                                      2

CZ                        2

SK                        2

HU                                   3                                                  3                                      2

RO                                   3                                  1                      2

 SI              1                   1                       2

HR               1                   1               1

BG               1                   1               1                  1

SRB              1                   1                                  3                                      2

EE               1                   1

LV               1                               2

LT               1                   1               1

      0                   1                      2           3                 4               5               6               7               8

                                                     2015        2016       2017   2018      Ongoing
 Source: Deloitte Intelligence, September 2018

12
The most active buyer in the region
was the Hungarian OTP Bank with 5                        higher market shares on these markets to        made two acquisitions. In both cases,
transactions since 2015, in Croatia (1),                 improve economies of scale and exploit          these acquisitions were in line with the
Romania (1), Bulgaria (1- signed, not yet                cost synergies. The second most active          pronounced strategic goal of the state to
closed), Serbia (1) and Hungary (1). These               buyer was the Polish state, having made         increase state ownership in the respective
acquisitions were in line with OTP`s                     4 acquisitions since 2015 via PZU and           banking sectors. All the other top buyers
declared expansion strategy to achieve                   Alior Bank. The Hungarian state also            completed 2 deals.

Figure 13. Top buyers by the Nr. of transactions, 2015 - September 2018

     1

     4                             4
                                                          1
                                                                                  2                      2                     2
                                                          1

OTP (HU)                  Polish state              Direktna Banka      Banca Transilvania       Hungarian state       Apollo Global
                     (via PZU & Alior Bank)              (SRB)                (RO)                                    Management (US)

Source: Deloitte Intelligence, September 2018                  Completed        Ongoing

The top seller of the region was Raiffeisen              line with their exit or downsizing strategy     M&A activity. As a specialty, Eurobank
Bank International with 4 transactions in                in the region. The highlighted three Greek      did not declare a clear exit strategy from
Slovakia (1), Slovenia (2) and Poland (1).               banks altogether sold 6 banking entities,       CEE though, as they were reported to eye
With these transactions Raiffeisen exited                while Eurobank also closed a deal via selling   Piraues Bank in Bulgaria.
the Polish and Slovenian market in line                  Bancpost in Romania to Banca Transilvania.
with the bank’s restructuring strategy, to               Therefore, the four Greek banks altogether
– inter alia – improve its capital adequacy.             sold 7 banks since 2015, having been the
All the other top sellers sold 2 banks, in               main driver on the sell side of CEE banking

Figure 14. Top sellers by the Nr. of transactions, 2015 September 2018

      1

      3                   1                                                1
                                                2          2                              2              2              2              2
                          1                                                1

Raiffeisen          Société     Danske Bank Citibank (US) Piraeus Bank National Bank Alpha Bank                     Hungarian       GE Capital
   (AT)          Générale (FR)    (DK)                       (GR)      of Greece       (GR)                          state            (US)
                                                                           (GR)

Source: Deloitte Intelligence, September 2018
                                                                Completed        On going

                                                                                                                                                      13
As presented in the report above, multiple                Most recent CEE banking M&A deals from
banking sectors are overbanked with a                     2017 January to 2018 September are
fragmented market structure and a number                  presented in the table below. For deals of
of banks with low market shares, therefore                2015 and 2016 please refer to deal summary
with no efficient economies of scale, which               tables of the respective country sections.
is expected to drive further consolidation in
the CEE banking market.

Table 2. List of the most recent banking M&A deals in CEE, 2017-September 2018

                                                      List of the most recent banking M&A deals in CEE
                                                                                                                    Deal Value in
 Country        Year                      Target                                 Buyer                 % Acquired                                 Seller
                                                                                                                    EUR mn

 LT          2018*        Luminor Group AB                        Blackstone Group LP                  60%          1000            DNB ASA; Nordea AB

 BG          2018*        Societe Generale Expressbank AD         OTP                                  100%         n.a.            Société Générale

 SRB         2018*        Piraeus Bank AD Beograd                 Direktna Banka                       100%         58              Piraeus Bank

 SRB         2018*        Telenor Banka                           River Styxx Capital                  85%          n.a.            Telenor ASA

 PL          2018*        Raiffeisen Bank Polska SA               BNP Paribas                          100%         775             Raiffeisen

 PL          2018*        Deutsche Bank Polska SA                 Bank Zachodni WBK SA                 100%         305             Deutsche Bank

 RO          2018         Piraeus Bank Romania                    J.C. Flowers & Co. LLC               100%         n.a.            Piraeus Bank

 RO          2018         S.C. Bancpost                           Banca Transilvania                   94%          301             Eurobank

 EE          2017         AS Eesti Krediidipank                   Inbank AS; Coop Eesti Keskuhistu     85%          n.a.            VTB Bank OAO

 HR          2017         Societe Generale Splitska Banka d.d.    OTP                                  100%         n.a.            Société Générale

                                                                  Signet Capital Management
 LV          2017         Bank M2M Europe AS                                                           56%          n.a.            Private investor
                                                                  Limited; SIA Hansalink; SIA Fin.lv
                          Nordea AB (Baltic region operations);
 LV          2017                                                 Luminor                              n.a.         n.a.            DNB ASA; Nordea AB
                          DNB ASA (Baltic region operations)

 SI          2017         Gorenjska Banka                         AIK Banka                            37.6%        n.a.            Sava

 SI          2017         KBS banka                               Nova Kreditna Banka Maribor          100%         n.a.            Raiffeisen

 BG          2017         Municipal Bank AD                       Novito Opportunities Fund            68%          23.3            Bulgarian State

 SRB         2017         Vojvodjanska banka a.d.                 OTP                                  100%         125             National Bank of Greece

 SRB         2017         Alpha Bank Srbija AD                    MK Group d.o.o.                      100%         n.a.            Alpha Bank

                                                                                                                                    Cyprus Popular Bank Public
 SRB         2017         Marfin Bank A.D. Beograd                Expobank                             100%         14.8
                                                                                                                                    Co Ltd.

 HU          2017         Granit Bank Zrt.                        Management                           37%          14.4            Hungarian State

                                                                                                                                    Blue Robin Investments
 HU          2017         MKB Bank Zrt.                           Konzum Nyrt.                         49%          n.a.            S.C.A.; Minerva Capital Fund
                                                                                                                                    Management

Source: Deloitte Intelligence, September 2018		           *Closing in progress

14
As per pricing of banking deals, the chart               years. Despite enhanced recent M&A                 banks without having to pay overinflated
below highlights the evolution of the P/BV               activity in CEE and the Baltics, pricing levels    price levels. In parallel, as expounded
ratio of transactions with disclosed deal                seem to remain in reasonable ranges.               above, performance of banks in the region
value since 2000. Surge before and decline               Average and median P/BV of transactions            has improved markedly in the past years
after the financial crisis is astonishing.               with disclosed deal value between January          fuelled by the improved overall economic
Number of substantial deals also remained                2015 and September 2018 were 1.1 and               landscape.
limited for a couple of years after the crisis,          1.0 respectively, indicating that the region
however, an increase is visible in the past              might be an attractive ground to acquire

Figure15.
Figure 15.P/BV
           P/BV  evolution
               evolution    of the banking
                         of banking          deals
                                    deals in the CEEinand
                                                       CEEBaltics,
                                                           and Baltics,   2000- September
                                                                   2000- September 2018   2018

  8.0x

  7.0x

  6.0x

  5.0x

  4.0x

  3.0x

  2.0x

  1.0x

  0.0x
       1999                 2002                  2004              2007               2010                2013           2015             2018

 -1.0x
Source: Deloitte Intelligence, September 2018

                                                                                                                                                        15
Poland
                        Macroeconomic environment

• Polish economy showed a stable GDP growth between 2015                • In tandem with the strengthening economy unemployment
  and 2017 mainly driven by household spending. Consumption                decreased from 10.5% to 7.3% in 3 years. Declining
  was also backed by stagnant inflation and low cost of credit.            unemployment rate is also a result of shrinking labour supply, also
  As a result, 2017 saw a real GDP growth of 4.7%. However, the            due to the decreasing number of people in working age.
  pace of further economic development could be affected by a
  contraction in investment activity in the corporate sector.           • In 2017 budget deficit decreased to 1.7% compared to the
                                                                           previous year’s 2.3% which is the best result since 2007 due to
• Inflation decreased between 2015 and 2016 mainly because of              tightening tax system. Public debt also decreased significantly by
   the drop of energy commodity prices. Increasing consumption             3.5% percentage points to 50.6%.
   resulted in growing consumer prices in 2017. Low interest rates
   stimulated lending activity and improved economic activity of
   Polish companies.

                                                                                                  Change 2016-17
 Macro indicators                                    2015            2016             2017
                                                                                                   (% or % point)
Nominal GDP (EUR mn)                                430 055          425 942         465 605                    9.3%

Nominal GDP/capita (EUR)                             11 199           11 108          12 172                    9.6%

GDP (% real change pa)                                 3.8%            3.0%             4.7%                    1.7%

Consumer prices (% change pa)                         -0.9%            -0.6%            2.0%                    2.6%

Recorded unemployment (%)                             10.5%            8.9%             7.3%                   -1.7%

Budget balance (% of GDP)                             -2.6%            -2.3%           -1.7%                    0.7%

Public debt (% of GDP)                                51.1%           54.2%            50.6%                   -3.5%

Source: EIU, Eurostat

16
Banking trends

• Capital base of the banking system increased further in 2017,                • In 2017, ROE of the banking sector slightly decreased, which
  mainly due to retained earnings from 2016. This growth in capital               was mainly due to the shortage of considerable one-off income
  resulted in an increasing capital adequacy ratio from 17.7% to                  from asset sales of the Visa transaction in 2016, as well as
  19.0% in 2017. Therefore, the banking sector is well capitalized                the increased tax burden. The number of credit institutions
  and according to the stress test of the Polish National Bank, most              with negative profit increased significantly compared to 2016.
  of the banks would meet the capital adequacy requirements                       Expected potential regulatory changes might put a downward
  even in a crisis situation.                                                     pressure on banking profits in the forthcoming period.

• The Polish banking sector experienced a relatively strong                    • In August 2017, the Polish parliament submitted a draft bill to
  10.3% asset growth in 2017. This dynamic asset growth did not                   support Swiss franc borrowers by creating a new fund. The bill
  entail any portfolio quality deterioration, the retail NPL ration               set a quarterly payment of up to 0.5% of the value of each FX
  remained unchanged at 6.1%, while the corporate NPL ratio even                  mortgage portfolio for the banks. The most exposed banks
  decreased from 9.2% to 8.2% in 2017.                                            to the bill were: Raiffesen Bank Polska, Bank Millennium, Getin
                                                                                  Noble Bank, mBank and PKO BP.

                                                                                                                Change 2016-17
  Banking sector                                        2015                2016                 2017
                                                                                                                 (% or % point)
 Total assets (EUR mn)                                 376 356             387 517              427 453                        10.3%

 Assets penetration (%)1                                 87.5%               91.0%                   91.8%                      0.8%

 Total equity (EUR mn)                                   40 976             41 372               48 782                        17.9%

 Total loans (EUR mn)                                  223 048             226 327              247 758                         9.5%

 Loans penetration (%)2                                  51.9%               53.1%                   53.2%                      0.1%

 Retail loans (EUR mn)                                 146 559             148 376              160 048                         7.9%

 Corporate loans (EUR mn)                                76 489             77 952               87 710                        12.5%

 Interest rates
 Lending (%)                                               4.9%               4.7%                    4.8%                      0.1%

 Deposit (%)                                               1.9%               1.6%                    1.5%                     -0.1%

 NPL volumes
 Retail NPLs (EUR mn)                                     9 130               8 983                  9 762                      8.7%

 Corporate NPLs (EUR mn)                                  7 631               7 182                  7 171                     -0.2%

 NPL ratios
 Retail NPL ratio (%)                                      6.2%               6.1%                    6.1%                      0.0%

 Corporate NPL ratio (%)                                 10.0%                9.2%                    8.2%                     -1.0%

 Key ratios
 CAR (%)                                                 16.5%               17.7%                   19.0%                      1.3%

 ROE (%)                                                   7.7%               7.5%                    6.9%                     -0.6%

 ROA (%)                                                   0.9%               0.8%                    0.8%                      0.0%

 CIR (%)                                                 60.2%               57.6%                   57.2%                     -0.4%

 L/D (%)                                                 95.1%               93.3%                   93.7%                      0.3%

 FX share of lending (%)                                 29.9%               28.4%                   22.2%                     -6.1%

Source: Deloitte NPL Study, NBP, ECB CBD, EIU		   ¹Assets penetration = Total assets/Nominal GDP		           ²Loans penetration = Total loans/Nominal GDP

                                                                                                                                                            17
Banking market

• There were 36 locally-licensed commercial banks, 26 branches of                                concentration of the market is moderate. There are 8 banks with
  foreign banks and 554 co-operative banks at the end of 2017 in                                 2-5% market share, and almost half of the banks hold around 1%
  the Polish banking market.                                                                     or less market share.

• The Polish market is still fragmented with many players, whereas                             • Consolidation is expected to continue in the Polish banking market
  the top 5 banks own around 50% of the total market, thus the                                   as new regulatory costs put a pressure on profitability, especially
                                                                                                 for smaller banks without efficient economies of scale.
                                                                  List of Banks in Poland in 2017 (EUR mn)
 Institutions                                  Total Assets      Market share         Equity           Net income    ROA          ROE         Major shareholder
 1.      PKO                                   66 503            15.6%                8 616            664           1.0%         7.7%        State

 2.      Pekao                                 43 590            10.2%                5 329            500           1.1%         9.4%        PZU

 3.      BZ WBK                                31 808            7.4%                 4 989            459           1.4%         9.2%        Santander

 4.      mBank                                 29 823            7.0%                 3 421            261           0.9%         7.6%        Commerzbank

 5.      ING BSK                               29 233            6.8%                 2 768            323           1.1%         11.7%       ING

 6.      Bank Gospodarstwa Krajowego           17 796            4.2%                 4 800            124           0.7%         2.6%        State

 7.      BGZ BNP Paribas                       17 213            4.0%                 1 571            71            0.4%         4.5%        BNP Paribas

 8.      Millennium                            16 911            4.0%                 1 805            155           0.9%         8.6%        BCP

 9.      Alior Bank                            16 610            3.9%                 1 629            129           0.8%         7.9%        PZU

 10.     Getin Noble                           14 426            3.4%                 1 040            -136          -0.9%        -13.1%      Leszek Czarnecki

 11.     Raiffeisen Bank Polska                11 725            2.7%                 1 554            19            0.2%         1.2%        Raiffeisen

 12.     Bank Handlowy w Warszawie             10 262            2.4%                 1 646            129           1.3%         7.8%        Citibank

 13.     Deutsche Bank Polska                  9 575             2.2%                 1 008            1             0.0%         0.1%        Bank Zahodni WBK

 14*     Bank BPH                              7 123             1.7%                 927              -242          -3.4%        -26.1%      Alior

 15.     Idea Bank                             5 824             1.4%                 556              80            1.4%         14.4%       Leszek Czarnecki

 16.     BPS                                   5 665             1.3%                 195              0             0.0%         0.0%        State

 17.     Crédit Agricole Bank Polska           5 242             1.2%                 536              18            0.3%         3.4%        Co-operatives

 18.     SGB Bank                              4 660             1.1%                 190              1             0.0%         0.5%        Credit Agricole

 19.     Bank Ochrony Srodowiska               4 646             1.1%                 431              6             0.1%         1.4%        Cooperative banks

 20.     Santander Consumer Bank               4 225             1.0%                 764              155           3.7%         20.3%       Santander

 21.     PKO Bank Hipoteczny                   4 047             0.9%                 293              12            0.3%         4.1%        Société Générale

 22.     Euro Bank                             3 303             0.8%                 394              25            0.8%         6.3%        Commerzbank

 23.     mBank Hipoteczny                      2 913             0.7%                 253              7             0.2%         2.8%        DNB Bank

 24.     DnB Bank Polska                       2 614             0.6%                 375              19            0.7%         5.1%        PKO

 25.     Bank Pocztowy                         1 790             0.4%                 155              1             0.1%         0.6%        State

 26.     HSBC Bank Polska                      1 436             0.3%                 n.a.             0             0.0%         n.a.        HSBC

 27.     Nest Bank                             1 206             0.3%                 195              -10           -0.8%        -5.1%       Volkswagen FS

 28.     VW Bank Polska                        1 052             0.2%                 173              29            2.8%         16.8%       AnaCap

 29*     Plus Bank                              554              0.1%                 65               -7            -1.2%        -10.1%      Delas Holding Ltd

 30*     RBS Bank                               517              0.1%                 123              5             0.9%         3.9%        RBS

 31.     Toyota Bank Polska                     474              0.1%                 56               3             0.6%         1.8%        Toyota Kreditbank

 32.     Pekao Bank Hipoteczny                  471              0.1%                 78               1             0.3%         1.8%        Pekao

 33*     Mercedes-Benz Bank Polska              59               0.0%                 18               1             1.2%         3.7%        Daimler

 34.     FCA-Group Bank Polska                 n.a.              n.a.                 n.a.             n.a.          n.a.         n.a.        FCA Bank

 35.     BPI Bank Polskich Inwestycji          n.a.              n.a.                 n.a.             n.a.          n.a.         n.a.        Getin Noble Bank

 36.     DZ BANK Polska SA                     n.a.              n.a.                 n.a.             n.a.          n.a.         n.a.        n.a.

         FOREIGN BRANCHES                      54 158            12.7%                FB               554           1.0%         FB

         Total                                 427 453           100%                 48 782           3 357         0.8%         6.9%

Source: EMIS, LNB, Annual reports, Inteliace Research         *Note: data from 2016

18
M&A activity

Between 2015 and 2018 there were 8 banking deals in the country,               • In 2016, PZU-controlled Alior Bank agreed to acquire Bank BPH
from which 6 were public. The publicly made deals overall value                   from GE Capital for 360 mn. The transaction was consistent with
were around EUR 4,301 mn.                                                         the strategy of Alior, based on a dynamic organic growth and
                                                                                  acquisitions.
• In 2018, Société Générale was considering the sale of its Polish
   subsidiary, Eurobank. The potential buyers of the bank are                  • Also in 2016, PZU purchased a 25.3% stake in Alior Bank from an
   Santander’s Polish subsidiary BZ WBK, Credit Agricole and the                 Italian conglomerate for EUR 396 mn. Based on PZU’s activity it
   Millennium Bank, owned by Banco Comercial Portugues (BCP).                    is visible that the most active consolidator in the Polish banking
                                                                                 market has been the state, in line with its intention to increase
• In 2018, Bank BGZ BNP Paribas agreed to acquire the core                       domestic ownership in the banking sector.
   bank business of Raiffeisen Bank Polska from Raiffeisen Bank
   International for EUR 775 mn. The transaction will help Bank BGZ            • In 2015, a UK-based private equity firm, AnaCap Financial
   to further strengthen its position in the Polish market, due to the            Partners, agreed to acquire FM Bank PBP, the Poland-based retail
   strong distribution network, innovative products platform and                  and SME bank, from Abris Capital Partners for an undisclosed
   modern central costumer service which will be provided by the                  consideration.
   acquisition. The transaction is expected to be completed in Q4
   of 2018.                                                                    • In 2015, state-owned PKO agreed to acquire SKOK Wesola, the
                                                                                  Poland-based cooperative savings and credit company engaged
• In 2018, Deutsche Bank sold its retail and private banking                      in providing non-banking financial services and products such
   business to Bank Zachodni WBK, owned by Santander Group,                       as loans and credit, term deposits, current accounts, and
   for a consideration of EUR 305 mn. With the deal Bank Zachodni                 other insurance related transfer services, for an undisclosed
   WBK acquired 113 branches, 1 500 employees and nearly                          consideration.
   EUR 4,350 bn in assets. The acquisition was aligned with Bank
   Zachodni WBK’s strategy to enhance its position in the retail               • In 2015, Alior Bank agreed to acquire a 97.9% stake in Meritum
   segment. The deal is yet to be closed.                                         Bank ICB from Innova Capital, WCP Cooperatief UA and EBRD for
                                                                                  a consideration of EUR 83.6 mn. The acquisition was expected
• In 2016, the largest banking acquisition in recent years was the                to help Alior Bank to strengthen its position in high margin
   sale of a 32.8% stake of the second largest bank in Poland, Bank               consumer lending business.
   Pekao, owned by UniCredit Group, to the state-owned PZU for
   EUR 2,382 bn.

                                                       List of banking M&A deals in Poland 2015-2018

    Year                   Target                               Buyer                 % Acquired       Deal Value in EUR mn   Seller

 2018*       Raiffeisen Bank Polska SA        BNP Paribas                          100%                775                    Raiffeisen

 2018*       Deutsche Bank Polska SA          Bank Zachodni WBK SA                 100%                305                    Deutsche Bank

 2016        Bank Pekao                       PZU                                  32.8%               2382.5                 UniCredit

 2016        Bank BPH SA                      Alior Bank                           100%                359.6                  GE Capital

 2016        Alior Bank SA                    PZU                                  25.3%               395.7                  Carlo Tassara S.P.A.

 2015        Nest Bank SA                     AnaCap Financial Partners LLP        100%                n.a.                   Abris Capital Partners

 2015        SKOK Wesola                      PKO                                  100%                n.a.                   n.a.

                                                                                                                              EBRD; Innova Capital Sp
 2015        Meritum Bank ICB SA              Alior Bank                           97.9%               83.6
                                                                                                                              zoo; WCP Cooperatief UA

Source: Deloitte Intelligence		          *Closing in progress

                                                                                                                                                        19
The Czech Republic
                        Macroeconomic environment

• The Czech economy grew by 4.5% following a moderate 2.4% real       • Consumption was boosted by the lowest unemployment rate in
  GDP growth in 2016. The fluctuating growth in the last 3 years        the CEE Region and by growing nominal wages. Unemployment
  is mainly attributed to the transition between two EU-funding         rate decreased from 5.1% to 2.9% in 3 years and is expected to
  periods and the available funding opportunities. As in 2016,          decrease further.
  domestic consumption and foreign trade remained the main
  economic drivers in 2017.                                           • The budget deficit improved during the past 3 years which
                                                                        resulted in a positive rate of 1.6% in 2017. Public debt also
• The inflation accelerated in 2017 mostly due to imported              decreased significantly by 2.2 percentage points to 34.6% from
  inflationary pressures.                                               2016 to 2017.

                                                                                               Change 2016-17
  Macro indicators                                  2015           2016            2017
                                                                                                (% or % point)
 Nominal GDP (EUR mn)                              168 473         176 370        191 643                   8.7%

 Nominal GDP/capita (EUR)                           15 888          16 621         18 047                   8.6%

 GDP (% real change pa)                               5.4%           2.4%            4.5%                   2.1%

 Consumer prices (% change pa)                        0.3%           0.7%            2.4%                   1.8%

 Recorded unemployment (%)                            5.1%           4.0%            2.9%                  -1.1%

 Budget balance (% of GDP)                           -0.6%           0.7%            1.6%                   0.9%

 Public debt (% of GDP)                              39.9%          36.8%           34.6%                  -2.2%

Source: EIU, Eurostat

20
Banking trends

• The capitalization of the banking sector increased in 2017,                       further in the recent quarters, reaching 3.1%. As a result, the
  thus the capital adequacy ratio of the banks improved by 0.9                      NPL ratio nearly reached the all-time historical low (2.6%). The
  percentage points. The increased capitalization and the drop                      improvement in asset quality was caused by the combination of
  in aggregate risk weights offset the strong credit growth. The                    the growth in total loans and a decline in NPLs.
  sufficient capitalization and the improved profitability allow
  banks to lend more and to grow their balance sheets in the                     • The profitability of the banking industry remains relatively high
  following quarters.                                                              in the recent years. ROE of the whole sector increased with 1.2
                                                                                   percentage points between 2016 and 2017. Interest income has
• Total assets of the banking industry significantly increased                     long been the main source of profitability and it started to grow
  in 2017, reaching EUR 263 294 mn. The asset quality of the                       in 2017. Furthermore, the rising interest margin on new loans
  banks significantly improved, since the NPL ratio has dropped                    supports the growing profitability.

                                                                                                                  Change 2016-17
  Banking sector                                         2015                2016                    2017
                                                                                                                   (% or % point)
 Total assets (EUR mn)                                 192 528              211 193                  263 294                     24.7%

 Assets penetration (%)1                                114.3%               119.7%                  137.4%                      17.6%

 Total equity (EUR mn)                                   19 061              19 668                   21 294                      8.3%

 Total loans (EUR mn)                                    82 970              88 565                   99 812                     12.7%

 Loans penetration (%)2                                   49.2%               50.2%                   52.1%                       1.9%

 Retail loans (EUR mn)                                   48 894              52 458                   59 798                     14.0%

 Corporate loans (EUR mn)                                34 076              36 107                   40 014                     10.8%

 Interest rates
 Lending (%)                                               4.3%                 3.9%                   3.6%                      -0.3%

 Deposit (%)                                               0.5%                 0.4%                   0.3%                      -0.1%

 NPL volumes
 Retail NPLs (EUR mn)                                     1 991                1 679                   1 490                    -11.2%

 Corporate NPLs (EUR mn)                                  1 949                1 862                   1 692                     -9.1%

 NPL ratios
 Retail NPL ratio (%)                                      4.1%                 3.2%                   2.5%                      -0.7%

 Corporate NPL ratio (%)                                   5.7%                 5.2%                   4.2%                      -0.9%

 Key ratios
 CAR (%)                                                  18.4%               18.4%                   19.3%                       0.9%

 ROE (%)                                                  11.3%               11.9%                   13.0%                       1.2%

 ROA (%)                                                   1.2%                 1.2%                   1.1%                      -0.1%

 CIR (%)                                                  46.5%               46.6%                   47.1%                       0.5%

 L/D (%)                                                  81.8%               84.3%                   94.9%                      10.5%

 FX share of lending (%)                                  18.7%               19.6%                   18.9%                      -0.7%

Source: Deloitte NPL Study, NBP, ECB CBD, EIU		   ¹Assets penetration = Total assets/Nominal GDP		             ²Loans penetration = Total loans/Nominal GDP

                                                                                                                                                              21
Banking market

• There were altogether 23 operating banks plus foreign branches                                   leading banks on the Czech market are predominantly owned by
  at the end of 2017 in the Czech Republic.                                                        international banking groups, like KBC Group, Erste Group and
                                                                                                   Société Générale.
• The Czech banking industry is moderately concentrated, around
  65% of assets are owned by the top 5 largest banks. These

                                                                  List of Banks in Czech Republic in 2017 (EUR mn)
 Institutions                                      Total Assets      Market share        Equity            Net income    ROA     ROE         Major shareholder
 1.      Ceskoslovenska obchodni banka             50 404            19.1%               3 281              601          1.2%    18.3%       KBC

 2.      Ceska sporitelna                          49 483            18.8%               4 528              588          1.2%    13.0%       Erste

 3.      Komercni banka                            37 050            14.1%               3 470              584          1.6%    16.8%       Société Générale

 4.      UniCredit Bank Czech Republic             21 219            8.1%                1 977              244          1.3%    12.7%       UniCredit

 5.      Raiffeisenbank                            13 232            5.0%                1 065              111          0.8%    10.4%       Raiffeisen

 6.      Hypotecni banka                           11 291            4.3%                1 543              166          1.0%    7.2%        KBC

 7.      PPF banka                                 9 122             3.5%                 397               60           0.7%    15.0%       PPF Group

 8.      Moneta Money Bank                         7 731             2.9%                1 051              143          1.9%    13.6%       GE Capital

 9.      Ceskomoravska stavebni sporitelna         5 843             2.2%                 358               41           0.7%    11.4%       KBC

 10.     Fio banka                                 4 213             1.6%                 65                16           0.4%    24.6%       Private individuals

 11.     Air Bank                                  3 840             1.5%                 241               24           0.6%    9.8%        PPF Group N.V.

 12.     Modra pyramida stavebni sporitelna        3 306             1.3%                 246               35           1.1%    14.3%       Societe Generale

 13.     Sberbank CZ                               3 190             1.2%                 343               17           0.5%    4.8%        Sberbank

 14.     J&T banka                                 3 056             1.2%                n.a.              - 17          1.1%    7.9%        J&T Finance Group

 15.     Stavebni sporitelna Ceske sporitelny      2 985             1.1%                 199               27           0.9%    13.4%       Erste

 16.     Raiffeisen stavebni sporitelna            2 633             1.0%                 187               17           0.7%    9.3%        Raiffeisen

 17.     Ceska exportni banka                      2 458             0.9%                 263               10           0.4%    3.8%        State

 18.     Equa bank                                 1 969             0.7%                 146               9            0.5%    6.2%        AnaCap

 19.     Wustenrot - stavebni sporitelna           1 449             0.6%                 129               8            0.6%    6.5%        Wüstenrot

 20.     Wüstenrot hypotecni banka                 1 282             0.5%                 78                8            0.6%    8.6%        Wüstenrot

 21.     Banka CREDITAS a.s.                       1 241             0.5%                 88                3            0.2%    3.0%        n.a.

 22.     Expobank CZ                               988               0.4%                 120              -3            -0.3%   -2.3%       Private individuals

 23.     Ceskomoravska zarucni a rozvojova banka   918               0.3%                 199               1            0.1%    0.6%        State

         FOREIGN BRANCHES                          24 391            9.3%                FB                80            0.5%    FB

         Total                                     263 294           100%                21 294            2 772         1.2%    13.1%

Source: EMIS, LNB, Annual reports, Inteliace Research             Note: Banka Creditas was converted to a bank in 2017

22
M&A activity

                                                                                  • In 2015, a majority stake in Creditas was acquired by a private
There were two closed bank acquisitions between 2015 and                             investor, the owner of investment group Unicapital in 2015. The
September 2018 on the Czech banking market.                                          deal is estimated to be valued at EUR 18 mn. Creditas which was
                                                                                     formerly operating as a cooperative bank had more than 19,000
• In 2016, Citi Bank sold its retail banking operations in 10                        members and an EUR 383.1 mn balance sheet.
   countries, including the Czech Republic. This supported Citi’s
   strategic goal to build down operations on non-core markets
   and focusing on 24 flagship markets with the largest growth
   potential.

                                                    List of banking M&A deals in the Czech Republic 2015-2018

     Year                       Target                                Buyer                  % Acquired   Deal Value in EUR mn   Seller

                 Citi Europe plc (Czech consumer
 2015                                              Raiffeisenbank                     100%                n.a.                   Citibank
                 banking business)

 2015            Creditas                          Private investor                   n.a.                18                     n.a.

Source: Deloitte Intelligence

                                                                                                                                                   23
Slovakia
                        Macroeconomic environment

• Slovakia’s economic growth (4.7%) is above the EU average              • The main indicators of the economic growth are the country’s
  and its acceleration boosted business confidence. The private            rising wages fueled an increased consumption, while
  investment which supports the economy is supported by easier             unemployment rate fell to historical lows.
  credit terms and a higher capacity utilization.
                                                                         • Slovakia reached the second lowest budget deficit in the past
• Combined with low interest rates, it encourages borrowings and           9 years. State finances performed better than expected,
  discourages savings. Despite inflation has increased for the first       with a deficit standing at 1.22 EUR billion in 2017, which is an
  time since 2013, a continued growth prospects for Slovakia in the        improvement of 0.7 EUR billion compared to the previous years
  following years.                                                         approved budget.

                                                                                                   Change 2016-17
  Macro indicators                                   2015              2016            2017
                                                                                                    (% or % point)
 Nominal GDP (EUR mn)                                78 896            81 154          84 985                   4.7%

 Nominal GDP/capita (EUR)                            14 506            14 907          15 602                   4.7%

 GDP (% real change pa)                                3.9%             3.3%            3.4%                    0.1%

 Consumer prices (% change pa)                        -0.3%             -0.5%           1.4%                    1.9%

 Recorded unemployment (%)                           11.5%              9.5%            7.1%                   -2.4%

 Budget balance (% of GDP)                            -2.7%             -2.2%           -1.0%                   1.2%

 Public debt (% of GDP)                              52.3%             51.8%           50.9%                   -1.0%

Source: EIU, Eurostat

24
Banking trends

• The consolidated capital adequacy ratio of the banking sector                   was a favourable development for the market, credit risk is still
  moderately increased by 0.7 percentage points in 2017, however                  the most significant banking sector risk.
  it still remained below the median among the EU countries. The
  increasing solvency of the banks is mainly due to the increased              • In 2017, the profit of the banking sector slightly increased
  retained earnings in the sector.                                                compared to the previous year (leaving aside the impact of
                                                                                  extraordinary income in 2016). Furthermore, the ROE and ROA
• The total assets significantly increased by 6.3 % in 2017, while                profitability ratios were quite stable in the recent years. The main
  the asset quality further improved. Both the retail and corporate               reason behind this slight growth was the intense lending activity
  NPL ratios declined, mostly due to the low default rate and                     and the slowdown interest margin compression. Additionally, the
  writing-offs of the NPLs. Even though the NPL ratio’s fall in 2017              profitability of the banking sector was also driven by the drop in
                                                                                  the credit risk costs.

                                                                                                                Change 2016-17
  Banking sector                                        2015                2016                 2017
                                                                                                                 (% or % point)
 Total assets (EUR mn)                                   67 353             73 051               77 632                         6.3%

 Assets penetration (%)1                                 85.4%               90.0%                   91.3%                      1.3%

 Total equity (EUR mn)                                    7 491               7 979                  8 384                      5.1%

 Total loans (EUR mn)                                    42 512             46 463               51 044                         9.9%

 Loans penetration (%)2                                  53.9%               57.3%                   60.1%                      2.8%

 Retail loans (EUR mn)                                   25 906             29 390               32 834                        11.7%

 Corporate loans (EUR mn)                                16 606             17 073               18 210                         6.7%

 Interest rates
 Lending (%)                                               3.1%               2.7%                    2.4%                     -0.3%

 Deposit (%)                                               0.5%               0.4%                    0.2%                     -0.1%

 NPL volumes
 Retail NPLs (EUR mn)                                     1 007               1 084                  1 043                     -3.8%

 Corporate NPLs (EUR mn)                                  1 155               1 077                   917                     -14.9%

 NPL ratios
 Retail NPL ratio (%)                                      3.9%               3.7%                    3.2%                     -0.5%

 Corporate NPL ratio (%)                                   7.4%               6.5%                    5.2%                     -1.3%

 Key ratios
 CAR (%)                                                 17.7%               18.2%                   18.8%                      0.7%

 ROE (%)                                                   9.7%               9.9%                    9.3%                     -0.6%

 ROA (%)                                                   0.9%               0.9%                    0.9%                      0.0%

 CIR (%)                                                 55.0%               54.9%                   57.8%                      2.9%

 L/D (%)                                                 90.3%               90.5%                   96.2%                      5.7%

 FX share of lending (%)                                   0.4%               0.4%                    0.2%                     -0.2%

Source: Deloitte NPL Study, NBP, ECB CBD, EIU		   ¹Assets penetration = Total assets/Nominal GDP		           ²Loans penetration = Total loans/Nominal GDP

                                                                                                                                                            25
Banking market

• In 2017, 12 locally-licenced banks and 13 foreign branches were                     • The top 5 banks in Slovakia own more than 70% of the
   operating in Slovakia. The banking sector is dominated by                            total market share, thus the banking market is moderately
   foreign owned credit institutions, like the Erste Group and Intesa                   concentrated.
   Sanpaolo.

                                                              List of Banks in Slovakia in 2017 (EUR mn)
 Institutions                                  Total Assets   Market share    Equity          Net income    ROA         ROE      Major shareholder
 1.      Slovenska Sporitelna                  16 315         21.0%           1 505           162           1.0%        10.8%    Erste
 2.      Vseobecna Uverova Banka               14 469         18.6%           1 556           160           1.1%        10.3%    Intesa Sanpaolo
 3.      Tatra Banka                           12 281         15.8%            935            113           0.9%        12.1%    Raiffeisen
 4.      Ceskoslovenska Obchodna               8 032          10.3%            763            51            0.6%        6.7%     KBC
         Banka
 5.      Postova Banka                         4 311          5.6%             643            48            1.1%        7.5%     J&T Finance group
 6.      Prima Banka Slovensko                 3 553          4.6%             304            15            0.4%        4.9%     Penta Investments
 7.      Prva Stavebna Sporitelna              3 004          3.9%             235            17            0.6%        7.2%     Schwäbisch Hall
 8.      OTP Banka Slovensko                   1 458          1.9%             126            -6            -0.4%       -4.8%    OTP
 9.      Privatbanka                            658           0.8%             78             9             1.4%        12.1%    Penta Investments
 10.     Slovenska Zarucna a Rozvojova          553           0.7%             297            3             0.6%        1.2%     Ministerstvo financii
         Banka                                                                                                                   Slovenskej republiky
 11.     Wustenrot Stavebna Sporitelna          420           0.5%             41             1             0.3%        3.5%     Bausparkasse Wustenrot
                                                                                                                                 Aktiengesellschaft
 12.     Csob Stavebna Sporitelna               251           0.3%             26             0.5           0.2%        1.9%     Ceskoslovenska obchodna
                                                                                                                                 banka
         FOREIGN BRANCHES                      12 328         15.9%           FB              202           1.6%        FB

         Total                                 77 632         100%            8 384           777           0.9%        9.3%

Source: EMIS, LNB, Annual reports, Inteliace Research

26
M&A activity

Between 2015 and 2018 there were two major M&A deals in the               • In 2015, ABH Holdings, which is currently investing into several
Slovakian banking sector.                                                    banking groups in Europe, has agreed to acquire Zuno Bank
                                                                             from Raiffeisen Bank International. The acquisition will enlarge
• In 2016, 99.5 % stake in Sberbank Slovensko was acquired by                the presence of Alfa Banking Group on European markets and
   Primabanka which is owned by Penta Investments Limited,                   increase its technological potential. The acquisition will enable
   a private equity firm. This transaction was in line with the              Zuno to further strengthen and grow its business in Slovakia and
   international strategy of Sberbank Europe.                                the Czech Republic.

                                                 List of banking M&A deals in Slovakia 2015-2018

     Year                       Target                   Buyer                   % Acquired        Deal Value in EUR mn   Seller

 2015            Sberbank Slovensko       Penta Investments Limited           99.50%               n.a.                   Sberbank

 2015            Zuno Bank, AG            ABH Holdings                        100%                 35                     Raiffeisen

Source: Deloitte Intelligence

                                                                                                                                            27
Hungary
                        Macroeconomic environment

• Real GDP increased by 4.2% in 2017, mainly driven by fiscal       • Recorded unemployment in Hungary is at record low levels.
  loosening, tax cuts and increased expenditure.                      Labour shortage and the lack of the skilled workers is an issue to
                                                                      be dealt with in most fields of the economy.
• Consumer prices increased by 2.4% in 2017, which was the
  highest since 2012. Fuel price inflation with 5.9% was the        • Budget deficit increased by 0.3 percentage point in 2017 to 2.0%,
  main driver of the rise as other components did not increase        while public debt stood at 73.7%.
  significantly.

                                                                                              Change 2016-17
  Macro indicators                                   2015        2016             2017
                                                                                               (% or % point)
 Nominal GDP (EUR mn)                               110 723      113 731         123 495                   8.6%

 Nominal GDP/capita (EUR)                            11 317       11 660          12 703                   8.9%

 GDP (% real change pa)                                3.3%        2.1%             4.2%                   2.1%

 Consumer prices (% change pa)                        -0.1%        0.4%             2.4%                   2.0%

 Recorded unemployment (%)                             6.8%        5.1%             4.2%                   -0.9%

 Budget balance (% of GDP)                            -1.9%        -1.7%           -2.0%                   -0.3%

 Public debt (% of GDP)                               76.8%       76.1%            73.7%                   -2.4%

Source: EIU, Eurostat

28
Banking trends

• The banking sector’s capital adequacy is satisfactory, in spite of              segments. In the corporate segment it was mostly due to the
  the decrease in 2017. The decrease was mostly due to increasing                 improvement of the portfolio and reclassifications, whereas in
  total assets and the higher average riskiness of the new assets.                the retail segment it was primarily the result of the banks’ active
  Despite the overall picture is still positive, there is a relatively            balance sheet cleaning activity.
  heterogeneous distribution of capital adequacy ratios among the
  respective individual banks.                                                 • Total profit of the banking sector in 2017 exceeded even the
                                                                                 record figure of 2016. Consequently, profitability ratios rose to
• Total assets of the bank sector increased considerably in                      historically high levels. At the same time, the exceptional profit
  2017, while asset quality also improved. In 2017 NPL volumes                   was partially due to significant non-recurring items, such as high
  decreased significantly in both the retail and corporate                       trading income and reversals of provisions.

                                                                                                                Change 2016-17
  Banking sector                                        2015                2016                 2017
                                                                                                                 (% or % point)
 Total assets (EUR mn)                                 102 672             108 105              120 108                        11.1%

 Assets penetration (%)1                                 92.7%               95.1%                   97.3%                      2.2%

 Total equity (EUR mn)                                    9 147             10 919               12 370                        13.3%

 Total loans (EUR mn)                                    37 726             37 333               39 416                         5.6%

 Loans penetration (%)2                                  34.1%               32.8%                   31.9%                     -0.9%

 Retail loans (EUR mn)                                   18 792             18 306               18 574                         1.5%

 Corporate loans (EUR mn)                                18 933             19 027               20 842                         9.5%

 Interest rates
 Lending (%)                                               2.9%               2.1%                    1.5%                     -0.6%

 Deposit (%)                                               1.1%               0.6%                    0.1%                     -0.5%

 NPL volumes
 Retail NPLs (EUR mn)                                     3 312               2 324                  1 402                    -39.7%

 Corporate NPLs (EUR mn)                                  1 816               1 029                   678                     -34.1%

 NPL ratios
 Retail NPL ratio (%)                                    17.6%               12.7%                    7.5%                     -5.1%

 Corporate NPL ratio (%)                                   9.6%               5.4%                    3.3%                     -2.2%

 Key ratios
 CAR (%)                                                 17.8%               18.7%                   16.8%                     -1.9%

 ROE (%)                                                   0.3%              11.7%                   14.5%                      2.8%

 ROA (%)                                                  -0.1%               1.3%                    1.5%                      0.3%

 CIR (%)                                                 83.9%               62.6%                   64.4%                      1.7%

 L/D (%)                                                 78.6%               74.5%                   71.8%                     -2.7%

 FX share of lending (%)                                 23.5%               22.1%                   23.4%                      1.4%

Source: Deloitte NPL Study, NBP, ECB CBD, EIU		   ¹Assets penetration = Total assets/Nominal GDP		           ²Loans penetration = Total loans/Nominal GDP

                                                                                                                                                            29
Banking market

• In total, 40 locally-licensed credit institutions and 9 foreign                       with market leading OTP having a 21% market share. There are
   branches conducted business in Hungary as of December 2017.                          only 6 banks with a market share greater than 5%, and a number
                                                                                        of banks below 3%, providing material room for consolidation.
• The concentration of the banking industry is relatively low, since                    Market share of foreign-owned banks decreased below 50% in
  the top 5 banks own around 50% of the total banking assets,                           recent years.

                                                                List of Banks in Hungary in 2017 (EUR mn)
 Institutions                                         Total Assets       Market share    Equity     Net income   ROA     ROE      Major shareholder
 1.     OTP Bank                                      25 059            20.9%            4 596      814          3.2%    17.7%    OTP
 2.     Kereskedelmi és Hitelbank                     9 806             8.2%              858       135          1.4%    15.7%    KBC
 3.     UniCredit Bank                                9 154             7.6%             1 031      158          1.7%    15.3%    Unicredit
 4.     Erste Bank                                    7 026             5.8%             1 163      262          3.7%    22.5%    Erste
 5.     Raiffeisen Bank                               7 004             5.8%              654       92           1.3%    14.1%    Raiffeisen
 6.     MKB Bank                                      6 651             5.5%              520       100          1.5%    19.2%    PE/VC
 7.     CIB Bank                                      5 410             4.5%              665       72           1.3%    10.9%    Intesa Sanpaolo
 8.     MFB                                           3 824             3.2%              689       43           1.1%    6.2%     State
 9.     OTP Jelzálogbank                              3 482             2.9%              244       74           2.1%    30.2%    OTP
 10.    Budapest Hitel- és Fejlesztési Bank           3 310             2.8%              435       45           1.4%    10.3%    State
 11.    EXIM Bank                                     3 030             2.5%              480       15           0.5%    3.1%     State
 12.    Magyar Takarékszövetkezeti Bank               2 711             2.3%              81        19           0.7%    23.2%    Co-operatives
 13.    Fundamenta-Lakáskassza                        1 559             1.3%              111       20           1.3%    18.1%    Schwäbisch Hall
 14.    FHB Kereskedelmi Bank                         1 503             1.3%              66       - 32          -2.1%   -48.4%   Private individuals
 15.    Merkantil Váltó és Vagyonbefekteto Bank       1 191             1.0%              98        31           2.6%    31.4%    OTP
 16.    Sberbank                                      1 144             1.0%              141       2            0.1%    1.1%     Sberbank
 17.    OTP Lakástakarékpénztár                       1 048             0.9%              126       8            0.7%    6.2%     OTP
 18.    GRÁNIT Bank                                   989               0.8%              44        2            0.2%    4.8%     State
 19.    Takarek Kereskedelmi Bank Zrt.                980               0.8%              186       15           1.5%    8.0%     Private individuals
 20.    Commerzbank                                   948               0.8%              90        2            0.2%    2.2%     Commerzbank
 21.    UniCredit Jelzálogbank                        704               0.6%              71        10           1.4%    13.9%    Unicredit
 22.    KDB Bank                                      682               0.6%              63        5            0.7%    7.3%     Korea Development Bank
 23.    Bank of China                                 462               0.4%              53        1            0.2%    1.5%     Bank of China
 24.    MagNet Magyar Közösségi Bank                  428               0.4%              37        6            1.5%    17.3%    Fr Invest
 25.    Magyar Cetelem Bank                           345               0.3%              113       36           10.4%   32.0%    Cetelem
 26.    KELER Központi Értéktár                       326               0.3%              84       -9            -2.7%   -10.3%   National Bank
 27.    Erste Jelzalogbank Zrt.                       286               0.2%              21        1            0.3%    3.5%     Erste
 28.    Duna Takarék Bank                             251               0.2%              15        1            0.4%    7.0%     Garancsi István
 29.    Erste Lakás-takarékpénztár                    242               0.2%              12       -6            -2.6%   -53.2%   Erste
 30.    K&H Jelzálogbank Zrt.                         241               0.2%              12        0            0.1%    2.6%     KH
 31.    Pannon Takarék Bank                           237               0.2%              16        0            2.0%    17.1%    Private individuals
 32.    Sopron Bank Burgenland                        207               0.2%              24        5            2.2%    19.0%    Communitas Holding
 33.    NHB Növekedési Hitel Bank                     190               0.2%              13        0            0.1%    2.0%     Bankonzult
 34.    Porsche Bank Hungaria                         171               0.1%              28        1            0.8%    4.6%     Porsche Bank
 35.    Garantiqa Hitelgarancia                       150               0.1%              106       8            5.3%    7.5%     MFB
 36.    Mohácsi Takarék Bank                          125               0.1%              11        0            -0.2%   -2.8%    Private individuals
 37.    Polgári Bank                                  122               0.1%              8         0            0.2%    3.6%     Private individuals
 38.    Agrár-Vállalkozási Hitelgarancia              108               0.1%              101       3            2.4%    2.6%     Private individuals
 39.    Kinizsi Bank                                  104               0.1%              9         0            0.4%    4.5%     Private individuals
 40.    AEGON Magyarország Lakástakarékpénztár Zrt.   62                0.1%              7        -3            -5.5%   -45.9%   AEGON
        FOREIGN BRANCHES                              18 835             15.7%           FB         -137         -0.7%   FB

        Total                                         120 108            100%            12 370     1 797        1.5%    14.5%

Source: EMIS, HNB, Annual reports

30
M&A activity

The Hungarian banking sector experienced significant M&A                         • In 2016, MKB Bank was privatized, Metis Fund (45%), Blue Robin
activity between 2015 and 2018. The state has been an active                        Investments (45%) and Pannonia Pension Fund (10%) acquired
buyer in recent years, in line with its pronounced strategic goal to                100% of the Bank from the Hungarian State for a consideration
increase Hungarian ownership in the banking sector. As of year-                     of EUR 118 mn.
end 2017, more than 50% of total banking assets was domestically
owned. The government indicated they are planning to dispose of                  • In 2016, AXA sold its Hungarian subsidiary to OTP Bank, in
Budapest Bank acquired from GE in 2015 for USD 700 mn, with IPO                     line with its strategy to exit the non-core CEE exposures. The
and trade sale both being potential options.                                        acquisition included the whole operation and all employees of
                                                                                    AXA Bank. The deal increased OTP Bank’s mortgage portfolio by
8 deals were completed in the Hungarian banking since 2015, with                    almost 25%.
deal value being announced in 5 cases, adding up to EUR 1,085 mn.
                                                                                 • In 2015, Magyar Posta, the Hungarian postal service provider,
• In 2017, a 36.5% stake in Granit Bank was acquired by the                         has acquired 49% stake in FHB Bank Zrt. from FHB Land Credit
   management team of the Bank from the Hungarian Government                        and Mortgage Bank for a consideration of EUR 90.6 mn. With the
   in a management buyout transaction for EUR 14.4 mn.                              transaction Magyar Posta could increase its market share in the
                                                                                    financial sector. Furthermore, the acquisition strengthened the
• In 2017, Konzum investment fund manager acquired 49% of the                       capital position of FHB.
   MKB Bank. As of September 2018, Konzum investment fund
   manager still possesses 49% (35 % via Metis Fund), while the                  • In 2015, Citibank, in line with its strategy to focus on its core
   other significant owner is Blue Robin Investments with 33%.                      activities which are institutional and corporate banking, sold its
                                                                                    retail banking business to Erste for an undisclosed consideration.
• In 2016, Corvinus - a Hungarian state-owned investment fund -
   purchased 15% of Erste Bank Hungary, together with EBRD which                 • In 2015, the sale of the SME-focused Budapest Bank was a
   also acquired 15%, for a total consideration of EUR 247.8 mn.                    large deal in the Hungarian banking sector. GE sold the Bank to
                                                                                    Corvinus - a Hungarian state-owned investment fund, for EUR
                                                                                    615 mn (the purchase price was set in USD 700 mn).

                                                      List of banking M&A deals in Hungary 2015-2018

     Year                       Target                       Buyer                     % Acquired      Deal Value in EUR mn   Seller

 2017            Granit Bank Zrt.             Management                            36.5%              14.4                   Hungarian State

                                                                                                                              Blue Robin Investments
 2017            MKB Bank Zrt.                Konzum Nyrt.                          49%                n.a.                   S.C.A.; Minerva Capital
                                                                                                                              Fund Management

 2016            Erste Bank Hungary Zrt       Hungarian State; EBRD                 30%                247.8                  Erste

                                              Pannonia Pension Fund; METIS
 2016            MKB Bank Zrt.                Private Capital Fund; Blue Robin      100%               118                    Hungarian State
                                              Investments S.C.A.

 2016            AXA Bank Hungary             OTP                                   100%               n.a.                   AXA Bank

                                                                                                                              FHB Mortgage Bank Co.
 2015            FHB Kereskedelmi Bank Zrt.   Magyar Posta Zrt.                     49%                90.6
                                                                                                                              Plc.

 2015            Citi retail business         Erste                                 100%               n.a.                   Citibank

 2015            Budapest Bank Zrt.           Hungarian State                       100%               614.9                  GE Capital

Source: Deloitte Intelligence

                                                                                                                                                        31
Romania
                        Macroeconomic environment

• Romania’s economic growth accelerated in the last 3 years. In      • In 2017 budget balance resulted in a negative ratio of -2.8%, and it
  2017 GDP increased by 10% in nominal, while 7% in real terms          decreased slightly compared to the year before. Although, Public
  with a 2.2% CAGR. The country’s economy had one of the                debt decreased by 2.1 percentage points to 35.0%.
  highest growth in private consumption within Europe, which
  explains the solid GDP growth. The reason behind private           • Although EU funds continued to boost investments, there
  consumption is the increasing disposable income and the wages        were changes in tax and business-related legislations, which
  while VAT had been cut.                                              might create some legal uncertainty for long term investments.
                                                                       The pro-cyclical fiscal policy pushed the deficit of the general
• Despite the stagnant labour market, consumer confidence has          consolidated budget up to 3% of the GDP from 0.8% in 2015.
  reached the pre-crisis level, and there is a strong domestic
  demand on imports.

                                                                                                Change 2016-17
     Macro indicators                              2015           2016              2017
                                                                                                 (% or % point)
  Nominal GDP (EUR mn)                            160 298         170 893          187 940                  10.0%

  Nominal GDP/capita (EUR)                          8 064           8 641            9 550                  10.5%

  GDP (% real change pa)                             3.9%           4.8%              7.0%                   2.2%

  Consumer prices (% change pa)                     -0.6%           -1.6%             1.3%                   2.9%

  Recorded unemployment (%)                          6.8%           5.6%              4.8%                   -0.8%

  Budget balance (% of GDP)                         -1.5%           -2.4%            -2.8%                   -0.4%

  Public debt (% of GDP)                            37.7%          37.1%             35.0%                   -2.1%

Source: EIU, Eurostat

32
Banking trends

• The capital adequacy ratio further improved in 2017 and it is still             The NPL ratio significantly drooped last year and it is lower than
  at a sufficient level. Hence, in general the banks in Romania are               the EBA’s red threshold, however considerably higher than the
  well capitalized, which could support further the credit growth                 EU average. All in all, Romania is an excellent example in terms
  and create a buffer for potential losses in the future. According               of asset quality improvement manners, since the quality of the
  to the stress test of the Romanian National Bank, most of the                   loans significantly improved in a relatively narrow time frame,
  banks would meet the capital adequacy criterion even in a crisis                without affecting other prudential indicators of the banks.
  situation.
                                                                               • The profitability of the banking industry has strengthened in
• Romania’s banking sector has strengthened in the last 3 years.                 2017 due to the significant reduction in net impairment losses
  Although, corporate loans have slightly decreased, retail loans                and the low level of funding costs. Although, the profitability of
  have risen due to macroeconomic changes, like increased private                the banks is still heterogeneous and the profits are concentrated
  consumption. The asset quality of the banking sector further                   in large banks. The key element of the banks’ income remains the
  improved in 2017 due to the banks’ balance sheet clean-up                      net interest income, since the credit institutions still rely on high
  process, however there is still room for additional developments.              interest margins.

                                                                                                                Change 2016-17
  Banking sector                                        2015                2016                 2017
                                                                                                                 (% or % point)
 Total assets (EUR mn)                                   84 546             88 202               93 739                         6.3%

 Assets penetration (%)1                                 52.7%               51.6%                   49.9%                     -1.7%

 Total equity (EUR mn)                                    8 632               9 013                  9 774                      8.4%

 Total loans (EUR mn)                                    47 522             47 805               48 974                         2.4%

 Loans penetration (%)2                                  29.6%               28.0%                   26.1%                     -1.9%

 Retail loans (EUR mn)                                   23 889             24 922               26 176                         5.0%

 Corporate loans (EUR mn)                                23 632             22 883               22 798                        -0.4%

 Interest rates
 Lending (%)                                               6.8%               5.7%                    5.6%                     -0.1%

 Deposit (%)                                               1.9%               1.1%                    0.9%                     -0.2%

 NPL volumes
 Retail NPLs (EUR mn)                                     2 174               1 841                  1 488                    -19.1%

 Corporate NPLs (EUR mn)                                  6 182               4 345                  2 608                    -40.0%

 NPL ratios
 Retail NPL ratio (%)                                      9.1%               7.4%                    5.7%                     -1.7%

 Corporate NPL ratio (%)                                 26.2%               19.0%                   11.4%                     -7.5%

 Key ratios
 CAR (%)                                                 19.2%               19.7%                   20.0%                      0.3%

 ROE (%)                                                 11.3%               10.6%                   11.7%                      1.1%

 ROA (%)                                                   1.2%               1.1%                    1.3%                      0.2%

 CIR (%)                                                 57.9%               52.4%                   54.9%                      2.5%

 L/D (%)                                                 67.6%               68.2%                   69.2%                      1.0%

 FX share of lending (%)                                 49.9%               43.4%                   37.8%                     -5.5%

Source: Deloitte NPL Study, NBP, ECB CBD, EIU		   ¹Assets penetration = Total assets/Nominal GDP		           ²Loans penetration = Total loans/Nominal GDP

                                                                                                                                                            33
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