Raiffeisen Bank International Ag · VIE:RBI
Raiffeisen Bank International — Merger or Acquisition (October 2016)
32 slides from Raiffeisen Bank International's merger presentation, Oct 5, 2016
Slide 1: Evaluation Process Update: Merger of RZB and RBI
Evaluation Process Update: Merger of RZB and RBI Group Investor Relations 5 October 2016
Slide 2: Disclaimer
Disclaimer Certain statements contained herein may be statements of future expectations and other forward-looking statements about Raiffeisen Bank International AG (“RBI”), its parent company Raiffeisen Zentralbank Österreich (“RZB”) and their affiliates, which are based on management's current view
Slide 3: Table of Contents
Table of Contents Transaction Overview & Structure 3 RZB Contributed Business 10 Combined Bank 17 Appendix 24 Group Investor Relations 5 October 2016 3
Slide 4: Transaction Overview
Transaction Overview On 5 October 2016 the Management and Supervisory Boards of Raiffeisen Zentralbank Österreich AG (RZB) and Raiffeisen Bank International AG (RBI) passed in principle a resolution to merge RZB and RBI. In connection with this, the preliminary valuation ranges of the units to be
Slide 5: Key Objectives of Transaction
Key Objectives of Transaction Improved Overall Optimization of capital planning and allocation Capitalization of Elimination of current and future minority deductions on Ultimate Group RZB level Alignment of shareholder (RBI-centric) and regulatory Limited Increased (RZB-centric) views Adaptat
Slide 6: Strengths of Combined Bank
Strengths of Combined Bank Higher interest rates and better growth prospects in CEE compared to Western Europe – present in 14 markets with Top 5 positions in 9 Attractive Geographic Stable business in Austria complemented by distribution channels of Austrian Raiffeisen Banks Footprint – strong
Slide 7: Shareholder Structure of Combined Bank
Shareholder Structure of Combined Bank Range of Free Float1 Pro Forma Shareholder Structure1 Both Management and Supervisory Boards have Pre transaction agreed on a preliminary exchange ratio range that would translate into a shareholding of 34.6% to 35.7% for Free float the current RBI free float
Slide 8: Merger Process
Merger Process Current Structure1 Transaction Final Structure1 Regional Raiffeisen Regional Raiffeisen Regional Raiffeisen Banks/other Banks/other Banks/other Free float RZB shareholders RZB shareholders RZB shareholders 2 Issuance of new shares 100.0% RZB Free float RZB Free float 64.3% - 65.4% 34.
Slide 9: Timetable
Timetable 2016 2017 October November December January February March 5 October 16 November By 23 24 January By end of 2016: 2016: December 2017: Q1/2017: 2016: Go decision RBI Q3 results Invitation RBI RBI Closing publication EGM & Extraordinary (Commercial publication of General Register entry) mer
Slide 10: Table of Contents
Table of Contents Transaction Overview & Structure 3 RZB Contributed Business 10 Combined Bank 17 Appendix 24 Group Investor Relations 5 October 2016 10
Slide 11: Overview Raiffeisen Banking Group
Overview Raiffeisen Banking Group Raiffeisen Banking Group (RBG) structure 1.7 million members 474 Raiffeisen Banks 8 Raiffeisen Landesbanks Other shareholders 90.4% 9.6% Central institution Other equity and specialized participations 39.2% free float1 subsidiaries RZB Contributed Business Note: Dat
Slide 12: Overview of RZB Contributed Business
Overview of RZB Contributed Business RZB – business areas Specialized Other Equity Central Institution Subsidiaries Participations Central Institution RZB is the lead institution of Savings products and credit Umbrella brand for RBG asset Specialist provider of factoring RBG facilitation for
Slide 13: Overview of RZB Contributed Business
Overview of RZB Contributed Business RZB – business areas Specialized Other Equity Central Institution Subsidiaries Participations Selected other (% stake)1 UNIQA is one of the leading Leipnik-Lundenburger Invest is Raiffeisen Informatik offers card complete: payment insurance groups in its core a h
Slide 14: RZB Contributed Business – Key Financials
RZB Contributed Business – Key Financials in EUR mn Central Institution and Other Equity Participations RZB Contributed Business Specialized Subsidiaries H1/2016 FY/2015 H1/2016 FY/2015 H1/2016 FY/2015 Income statement Operating income 161 313 70 110 184 327 General administrative expenses (118) (23
Slide 15: RZB Contributed Business – Exposure Overview
RZB Contributed Business – Exposure Overview 30 June 2016 By Region By Asset Class By Product Other Off-Balance Residential Central Banks and other mortgage Europe 1% 18% 9% loans 13% 23% Sovereigns Money market 37% 21% Other retail Western loans Europe Corporate 4% 21% 18% Leasing claims Austria 5%
Slide 16: The Institutional Protection Scheme (IPS)
The Institutional Protection Scheme (IPS) Legal Background IPS in Raiffeisen Austria IPS regulations are defined in the CRR Art. 113 (7); the IPS is subject to There are regional IPS in place. Members are regional banks and regulatory supervision incl. regular reporting requirements Landesbanks.
Slide 17: Table of Contents
Table of Contents Transaction Overview & Structure 3 RZB Contributed Business 10 Combined Bank 17 Appendix 24 Group Investor Relations 5 October 2016 17
Slide 18: Key Financials of Combined Bank (H1/2016)
Key Financials of Combined Bank (H1/2016) Total Assets (in EUR bn) RWA (in EUR bn) RZB RZB Contributed Contributed Business Business 17% 10% RBI RBI 83% 90% Total: EUR 138 bn Total: EUR 69 bn Operating Income (in EUR mn) Consolidated Profit (in EUR mn) RZB RZB Contributed Contributed Business Busine
Slide 19: Key Financial Ratios (H1/2016) RBI Group View
Key Financial Ratios (H1/2016) RBI Group View RWAs (in EUR bn) Consolidated Profit (in EUR mn) RoE (Consolidated) and RoTE1 11.7% 11.6% 234 0.8 PP 68.9 210 7.9% 7.1% 61.7 5.3% 5.5% RBI Combined Bank RBI Combined Bank RBI Combined Bank RoE RoTE Net Interest Margin1 Cost/Income Ratio NPL Ratio (0.33)
Slide 20: Key Financial Ratios (H1/2016) RZB Group View
Key Financial Ratios (H1/2016) RZB Group View RWAs (in EUR bn) Consolidated Profit (in EUR mn) RoE (Consolidated) and RoTE1 (1.7)% 0.0% 234 (0.1) PP 70.1 68.9 68.9 8.0% 58.9% 7.9% 4.4 PP 148 3.6% >500% 5.4% 5.5% 12 0.4% RZB as RZB adjusted Combined RZB as RZB adjusted Combined RZB as RZB adjusted Co
Slide 21: Pro Forma Capitalization Levels of Combined Bank
Pro Forma Capitalization Levels of Combined Bank Impact of Merger on CET 1 Ratio Regulatory Capital Structure (June 2016) (transitional and fully loaded, June 2016) Combined 12.2% in EUR mn RBI RZB 0.3% 11.3% Bank 12.5% 0.4% 11.5% CET1 (before deductions) 8,306 8,342 8,659 (1.3)% Deduction items 599
Slide 22: Combined Bank Route to Target CET1 Ratio (fully loaded)
Combined Bank Route to Target CET1 Ratio (fully loaded) (0.8)% 1.5% (0.5)% 11.3% Target CET1 ratio (fully loaded) of at least 12% by the end of 2017 H1/2016 RWA relief1 Business Regulatory & Retained growth other effects earnings Note: RWA relief displayed without effects of potential sales prices 1
Slide 23: Combined Bank Financial Targets
Combined Bank Financial Targets We target a CET1 ratio (fully loaded) of at least 12% and a total capital ratio Capital Ratios (fully loaded) of at least 16% by the end of 2017; to be further increased in the medium term We aim for a return on equity before tax of approximately 14% and a Return
Slide 24: Table of Contents
Table of Contents Transaction Overview & Structure 3 RZB Contributed Business 10 Combined Bank 17 Appendix 24 Group Investor Relations 5 October 2016 24
Slide 25: Shareholder Structure of Combined Bank
Shareholder Structure of Combined Bank Current implied Post merger Shareholder1 RBI ownership ownership Raiffeisenlandesbank NÖ-Wien 21.1% 22.3% - 22.7% Raiffeisenlandesbank Steiermark 9.3% 9.8% - 10.0% Raiffeisenlandesbank Oberösterreich 8.9% 9.4% - 9.6% Raiffeisen-Landesbank Tirol 3.4% 3.6% - 3.7%
Slide 26: EPS Impact
EPS Impact H1/2016 FY/2015 Average number of shares outstanding (mn) 292.4 292.4 RBI Consolidated profit (EUR mn) 210 379 EPS (EUR) 0.72 1.30 Free float shareholding range1 34.6% – 35.7% 34.6% – 35.7% Impact of Number of new shares issued (mn) 28.4 – 39.0 28.4 – 39.0 Transaction Consolidated profit
Slide 27: Background on Valuation Process
Background on Valuation Process The valuations are performed in accordance with national standards and international valuation methods This implies valuations based on the Professional Guidelines of the Expert Committee on Business Administration and Organization of the Institute for Business Ec
Slide 28: RBI Group Overview
RBI Group Overview Income Statement & Key Ratios Balance Sheet in EUR mn H1/2016 H1/2015 Change FY/2015 in EUR mn H1/2016 H1/2015 Change FY/2015 Net interest income 1,455 1,681 (13.4)% 3,327 Total assets 113,969 119,734 (4.8)% 114,427 Net fee and commission income 719 745 (3.4)% 1,519 Loans and adva
Slide 29: RZB Group Overview
RZB Group Overview Income Statement & Key Ratios Balance Sheet in EUR mn H1/2016 H1/2015 Change FY/2015 in EUR mn H1/2016 H1/2015 Change FY/2015 Net interest income 1,586 1,826 (13.1)% 3,623 Total assets 137,677 143,082 (3.8)% 138,426 Net fee and commission income 773 783 (1.3)% 1,594 Loans and adva
Slide 30: RZB Contributed Business Overview
RZB Contributed Business Overview Income Statement & Key Ratios Balance Sheet in EUR mn H1/2016 H1/2015 Change FY/2015 in EUR mn H1/2016 FY/2015 Net interest income 111 110 0.5% 220 Total assets 23,578 23,683 Net fee and commission income 53 38 39.8% 75 Loans and advances to banks 2,424 1,838 Net tr
Slide 31: Combined Bank Pro Forma Financials
Combined Bank Pro Forma Financials Income Statement & Key Ratios Balance Sheet in EUR mn H1/2016 H1/2015 Change FY/2015 in EUR mn H1/2016 FY/2015 Net interest income 1,566 1,791 (12.6)% 3,546 Total assets 137,547 138,110 Net fee and commission income 773 783 (1.3)% 1,594 Loans and advances to banks
Slide 32: Contact Details
Contact Details Susanne E. Langer Head of Group Investor Relations Spokesperson Raiffeisen Zentralbank Österreich AG Raiffeisen Bank International AG Am Stadtpark 9 1030 Vienna Austria Tel.: +43 1 71 707 2089 Fax: +43 1 71 707 2138 ir@rzb.at ir@rbinternational.com www.rzb.at www.rbinternational.com
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