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Transfer of SelectedTransfer of Selected
Assets & Liabilities of ATEbank
to Piraeus Bankto Piraeus Bank
30 July 2012
Piraeus and ATE Joining Forces 2
1. Two highly recognisable banking brand names in Greece, Piraeus & ATE, are joining forces
2. Supplementary financial services model, targeting collateralised SME loans, mortgage loan segment and agricultural sector
3. 2nd largest Greek banking Group in terms of assets (€74 bn), c.1,230 branches, c.17,000 employees, presence in 10 countries2 largest Greek banking Group in terms of assets (€74 bn), c.1,230 branches, c.17,000 employees, presence in 10 countries
4. Wide and loyal customer base; significant cross sell potential
5. Nationwide network of branches, ATMs, payment machines, advanced e‐banking platforms
6 Employees: high level of higher education (67% Piraeus / 62% ATE), strong experience & specialized banking knowledge6.Efficient branch model in Greece: 7 people per branch (Piraeus) / 8 people per branch (ATE) on average
7. Improved funding profile: pro forma Group L/D at 124% (118% in Greece); low cost deposits at 43% of pro forma deposits
8. More than 25% of pro forma loans are mortgage loans, enhancing collateralisation level of loan portfolio
9 Pro forma NPLs ratio at 13%; coverage at 56%; cumulative provisions over loans at 7 4%9. Pro forma NPLs ratio at 13%; coverage at 56%; cumulative provisions over loans at 7.4%
Transaction Overview 3
Piraeus Bank acquires selected healthy ATEbank assets and liabilities:
ATEbank branch network, premises and trademarks
OverviewATEbank Transferred Assets* & Liabilities
Selected Net Loans €10.6bn
Customer Deposits €14 3bn
ATE Insurance SA
ATE Mutual Funds SA
ATEbank Romania
Other Assets€4.2bn
€14.3bn
Other Liabilities€7.1bn
Total Assets €14 7bn Total Liabilities €21 4bn 1 branch in Germany
All of ATEbank employees will be transferred to Piraeus Bank
HFSF provides the associated cash to cover the funding gap and the
Total Assets €14.7bn Total Liabilities €21.4bn
Pro forma Piraeus Group Balance Sheetnecessary equity to maintain capital adequacy ratio above 8%
Piraeus Bank pays €95 million in cash consideration
Transaction has been approved by the Hellenic Financial Stability
Pro forma Piraeus Group Balance Sheet
Piraeus Assets€52.1bn
Piraeus Liabilities €49.1bn
Piraeus Equity€3.0bn
Fund (HFSF) and the Bank of Greece (BoG), as well as the EC‐DG Competition
According to the provisions of Law 3601/07, the transaction has been agreed based on pro forma financial data as of July 27th ‘12
ATEbank Assets €14.7bn
New Equity
ATEbank Liabilities€21.4bn
HFSF Funding & C it l €7 2b
g p y
The final closing is subject to a due diligence process that will be carried out by an auditor(s) appointed by the Bank of Greece and any valuation differences will be adjusted through the funding gap cash injection made by the HFSF
€0.5bn
Total Assets €74.0bn Total Liabilities €74.0bn
Employees c. 17,000 Branches c. 1,230
Piraeus data as at Mar‘12 (incl HFSF advance of €4 7bn)
Capital €7.2bn
injection made by the HFSF
Lazard Frères acted as financial advisor to Piraeus for the transaction
Piraeus data as at Mar‘12 (incl. HFSF advance of €4.7bn)
* not including assets of ATE Insurance, ATE M/Fs SA & ATEbank Romania
Strategic Rationale 4
Significantly Improves Market Position in Greece
Largest branch network in Greece
Leading positions in key product segments
Combination of two long‐standing and well recognised 19%(a)
Pro forma DepositsMarket Share
16%(b)
Pro forma LoansMarket Share1
franchises
Substantial Costs
Estimated €155mn fully realized after tax synergies after a 3‐year period (mid 2012‐mid 2015)
i l d i i i iCosts Synergies Funding & Revenue
Synergies
2
#2 in Greece #2 in Greece
Substantial Costs, Funding &
Revenues Synergies
• material administrative cost savings
• lower funding costs through improved deposit mix
• revenue synergies exploiting opportunities, such as cross‐selling to ATEbank customers
€94mn
Synergies
€61mn
Significant Value Creation
Contribution of ATEbank selected healthy part has positive impact on pro forma future profitability of new Group
ATEbank’s selected transferred part deposit overhang
Standalone L/D (Mar ’12)
Pro forma Group L/D (Mar ’12)
3
p p gimproves new Group’s funding profile
Improved deposit mix
158% 124%
4Diversification Benefits and Opportunities
p p
Rebalanced Greek loan book, with enhanced mortgage loans contribution
Introduction of Piraeus’ best practices to broaden client base28%
Savings Deposits as % of Pro forma Deposits
28%
Mortgages as % of Pro forma Net Loans
a Data as of 31 March 2012b Piraeus as of 31 March 2012. ATEbank perimeter transferred gross loans (€11.3bn)
1 Bank, 2 Brand Names in Greece 5
In Greece, the Bank will operate under both established brand names: “Piraeus Bank” and “ATEbank”
328 branches ‐690 ATMs (a) 468 branches 907 ATMs (b)328 branches 690 ATMs
2.6 million customers (a)468 branches ‐ 907 ATMs (b)
2.0 million customers (b)
1916: Piraeus Bank is established1918: the Bank’s shares are listed on Athens Stock Exchange
1929: Agricultural Bank of Greece is founded as an non‐profit organisation, providing credit to the agricultural sectorg
1963: the Bank is integrated into Emporiki Bank Group, under which it came under state control in 1975
1991: Piraeus Bank is privatised
2000: unique 3 way merger i e Piraeus Bank Macedonia Thrace and Xios
1991: the Bank became a societé anonyme
2000: the Bank’s shares are listed on the Athens Stock Exchange
2004‐2006: implementation of wide range reforms and structural changes and development of branch network competitiveness and productivity
2000: unique 3‐way merger, i.e. Piraeus Bank, Macedonia Thrace and Xios
Piraeus Bank effectively formed through 14 acquisitions in the past 15 years, while it expanded in a number of countries outside Greece, with emphasis on promising markets in Southeastern Europe
July 2012: Piraeus Bank absorbs the ‘good’ part of ATEbank
Introduction of Piraeus’ commercial business practices in the agricultural sector
Incorporation of Piraeus’ expertise in the SME segment as well as Piraeus’ credit culture to manage ATEbank loan portfolio
Integration of winbank “e‐banking” platform with ATEbank e‐banking platform, providing state of the art services to customers
Leverage of Piraeus’ knowhow in “green banking” to become the bank of choice for one of most promising sector of the economy, Green Business
Servicing of ATEbank’s customer base combining experience with customer‐centric approach
Piraeus top customer satisfaction rate in Greece (96% in 2011)
a as of 31 March 2012b as of 30 July 2012
Leading Branch Network in Greece 6
Ranking by Total Branches in Greece as of 31 Dec 2011 (#)
Ranking by Group Total Assets as of 31 Mar 2012 (€ bn)
104,1
74.0
814
542
#1
#2
73,6
57 6
468
414 57,6
52,1
414
402(d)
21.9
21,7
346
323(b)
(a)
,
15,9
3 3
150(c)
Source: Company data, HBA data for branches Notes: a ATEbank perimeter, HBA for branches
b as of 31 Dec 2011c as of 30 Sep 2011d including HFSF capital advance of €4.7 bn
Second Largest Deposit Base 7
Ranking by Group Customer Deposits as of 31 Mar 2012 (€ bn)
Ranking by Group Total Net Loans as of 31 Mar 2012 (€ bn)
64,3
45,4
57,4
35.2 #2
43.730,5 #3 (#2 in Greece)
43,7
33.1
27,9
20.9
19,1
10 6
14.3
11 3
(b)
(a)
(a)
(b)
transferred deposits
10.6
7,7
11,3
10,9(c)(c)
transferred loans
Source: Company dataNotes: a ATEbank perimeter
b as of 31 Dec 2011c as of 30 Sep 2011
8Efficiency Potential
Estimate for c.€194 mn in annual pre‐tax f ll li d i (€155 ft t )
Comments Gross Expected Costs and Synergies
fully realized synergies (€155 mn after tax)in 3‐year period (mid 2012‐mid 2015)
• material administrative cost savings and branch network optimisation
F di i C i I i C I i C
4.0% 14.4% 25.9%Cost Savings as % of ATE Cost Base
• lower funding costs through improved deposit pricing and mix
• revenue synergies from new cross‐selling opportunities (Piraeus cross‐sell ratio
€194 mn
Funding synergies Cost savings Integration Costs Integration Costs
opportunities (Piraeus cross sell ratio at 2.9x, ATEbank at 1.8x)
Full realisation of synergies achievable given Piraeus extensive track record in successful M&A transactions and post merger
1865
118
3
14
29
12
46
47
€(26) mn €33 mn€(69) mn
€126 mn
€(64) mn
M&A transactions and post merger integration
Integration costs expected to be ca. 134% of fully realised pre‐tax cost synergies (i t ti t i d 3
1st Year (est.)
2nd Year (est.)
3rd Year (est.)
(integration costs are incurred over 3 years after acquisition)
Diversified Loan &Funding Profile 9
31 Mar 2012 ‐ Group data Transferred Perimeter
Consumer C Consumer
LOANS BY
Consumer loans9%
Residential mortgages
20%
Consumer loans9%
Consumer loans9%
Residential mortgages
CUSTOMER SEGMENT
Business loans71%
Residential mortgages
51%
Business loans40%
28%
Business loans63%
Total net loans to customers: €33.1bn Total net loans to customers: €10.6bn Total net loans to customers: €43.7bn
Sight6%
Sight7%
Savings
Sight8% Savings
5%
FUNDING BY TYPE
Savings35%
Interbank32%
Savings15%
Interbank46%
5%
Term31%
Interbank53%
Total funding: €46.9bn Total funding: €21.0bn Total funding: €67.9bn
Term27%
Term30%Debt
securities2%
Debt securities
3%
Pro forma loan portfolio still be skewed towards business loans, but benefit from broader diversification, especially towards residential mortgages
ΑΤΕ bank’s loans to agricultural sector at €1.8 bn
Indicative Integration Timetable 10
August 2012 ‐ July 2013 (t + 12m)
Preparation Implementation
INTEGRATION PHASE
Preparation Implementation
Steering committee to coordinate integration project
Establishment of appropriate teams with members from 2 banks to design and prepare detailed integration plan
Integration of IT infrastructure (ATE currently uses the same core IT system ‐ “Profit”‐ that was used by Macedonia Thrace Bank, which was successfully 2 banks to design and prepare detailed integration plan
Front office integration ‐ homogenisation of products
Prepare back office optimisation (e.g. IT, internal procedures etc)
merged in 2000 into Piraeus IT system)
Customer and other data migration
Consolidation of risk management systems, origination policies, internal audit and arrears management
Coordination of marketing efforts
Finalisation of consolidation & process
p , g
Merger of product factories
Introduction of new organisational structure
Communication ‐ Disclaimer 11
Piraeus Bank Investor Relations
George Poulopoulos CFO
DisclaimerThis presentation has been prepared solely for informational George Poulopoulos, CFO
George Marinopoulos, Director
Chryssanthi Bermpati, Senior Manager
Vicky Diamantopoulou Senior Manager
p p p ypurposes. Any projections or other estimates in thispresentation, including estimates of returns orperformance, comments with respect to our objectives andstrategies, or the results of our operations and business, areforward-looking statements based upon certain assumptions
Vicky Diamantopoulou, Senior Manager
4, Amerikis St., PC: 105 64, Athens
that may be wrong. These assumptions may be influenced byfactors within or beyond our control, and actual results maydiffer materially from any estimates and projections. Factorsinfluencing actual results include but are not limited tofluctuations in interest rates and stock indices, the effects ofcompetition in the areas in which we operate and changes in
Tel. : (+30 ) 210 333 5026 ‐ 5027 ‐ 5062 ‐ 5739
Fax : (+30 ) 210 333 5079
competition in the areas in which we operate, and changes ineconomic, regulatory and economic conditions.
This presentation is not an offer to buy or sell or a solicitation ofan offer to buy or sell any security or instrument or to participatein any trading strategy. No part of this presentation may be
Bloomberg: TPEIR GA <F8>
Reuters: BOPr.AT
www.piraeusbank.gr
y g gy p p yconstrued as constituting investment advice or arecommendation to enter into any transaction. Norepresentation or warranty is given with respect to the accuracyor completeness of the information contained in thispresentation, and no claim is made that any future offer to
i i ill f h btransact any securities will conform to any terms that may becontained herein. Before entering into any transaction, investorsshould determine any economic risks and benefits, as well asany legal, tax and accounting consequences of doing so, as wellas their ability to assume such risks, without reliance on theinformation contained in this presentationinformation contained in this presentation.