Covered Bonds Investor presentation September, 2019

2

1. Prima banka at a glance

2. Slovak Republic

3. Slovak Banking Market

4. Prima banka

5. Cover Pool

6. Covered Bonds Framework

7. Appendix

Presentation topics

30.06.2019 (EUR)

Total Assets 3 794mn Net profit 22mn (2018, 10mn 30.6.2019)

CET 1 16.7% Total CAD 17.8% NPL ratio 3.8% NPL coverage 132% Retail loans 2 700mn; YoY+27% Mortgages 2 471mn; YoY +30% Branches/ATMs: 124/312 Employees: 863 Ownership: 99.3% Penta Investments

Central European private equity group Penta acquired the Bank in 2011 from Dexia. Since then the Bank executing new strategy with focus on retail, simplicity & efficiency and also branch & ATM coverage.

3

Prima banka at a glance … fastest growth on fastest growing retail lending market in EU

#1 Fastest growing retail bank #1 Housing Loans growth #1 Main Bank Customers growth #1 Municipalities #3 Branch & ATM network #1 Mobile banking application #1 Customer Satisfaction #1 Communication Awareness #4 Spontaneous Brand Awareness

Source in Appendix, Retail Loans in this context mean Loans to Individuals

4

Prima banka - History … established as municipal bank, currently strongly growing in retail

1993

In 2000 entry of a new majority shareholder Franco-

Belgian banking group Dexia. Later in 2003 the Bank

had been renamed to Dexia banka Slovensko.

Bank maintained strong presence in municipal

segment and focused also on corporate lending.

The bank has started to build its position in retail.

2003

2000

In 2011, Central European private equity group Penta

Investments acquired majority shareholding of the Bank

from Dexia. As of 1.1.2012 the Bank changed its

business name to Prima Banka Slovensko and as a part

of the new strategy, it started to focus predominantly on

retail clients with revised simplified products and

services portfolio as well as on the expansion of the

branch and ATM network.

2011

2012

2017

2016

In 2016 the majority shareholder Penta Investments

acquired Sberbank Slovensko, which was merged

into Prima banka as of 1.8.2017. Prima banka is

legal successor, business integration is completed,

with no connections to the Sberbank Group.

2019

Launch of inaugural Covered Bonds Program

In 1993 Prvá Komunálna Banka (First Municipal Bank)

has been established by group of 193 Slovak municipalities

as a municipal bank. The Bank has specialized in

providing services and financing to municipalities in the

Slovak Republic.

5

Penta Investments at a glance … Central European investment group, focus on long-term investments

• Dr.Max largest pharmacy chain in CEE • Penta Hospitals largest multi-national hospital

chain in SK, CZ, PL • Dôvera largest private health insurer in SK • Fortuna largest CEE betting and games provider • Leading real estate developer in SK, CZ, PL

Source: audited Financial Statements Penta Investments 2018, reported 2018 Financial Statements of investee companies

(EUR mn) Retail Healthcare Manufacturing Financial Services Media Real Estate

Dr.Max Dôvera Aero Vodochody Prima banka

News and Media

Holding Bratislava

Fortuna Penta Hospitals Carnibona Privatbanka MDS Prague

Empik Primecell Gehring United Classifieds Warsaw

NeoHealth Iglotex Vltava Labe Media Košice

Slovalco Petit Press

Enterprise Value Enterprise Value Enterprise Value Equity Value Enterprise Value Asset Value

2 460 800 465 410 135 1 286

EBITDA EBITDA EBITDA Net Income EBITDA NOI

257 97 45 30 11 26

Inve

stm

ent

Pla

tfo

rms

• Penta is a Central European private equity group founded in 1994, specializing in long-term investments

• Penta provides more than 44 000 jobs

• Portfolio Profit amounted to EUR 460mn (+27% YoY) and Net Income to EUR 288mn (+23% YoY) in 2018. ROE achieved 16,8%

• Free cash flow continuously reinvested to support both organic and acquisition growth

EUR mn 2018 YoY YoY%

Revenues 6 100 + 400 + 7,0%

Adjusted EBITDA 440 + 60 + 15,8%

Operating Cash Flow 163 + 59 + 56,7%

Real Estate Assets Value 1 290 + 230 + 21,7%

Total Investments 799 + 254 + 46,6%

6

1. Prima banka at glance

2. Slovak Republic

3. Slovak Banking Market

4. Prima banka

5. Cover Pool

6. Covered Bonds Framework

7. Appendix

Presentation topics

7

Slovak Republic ... stable and fast converging export-oriented economy

Population: 5.4 million Area: 49 000 km2

Capital: Bratislava (430 tsd)

GDP per capita: 16,500 EUR (2018)

Credit ratings: A2 and stable outlook (Moody’s)

A+ and positive outlook ( S&P and Fitch)

EU & NATO member 2004

EUR adoption 2009

1993 Slovak Republic established

2007 Schengen member

2012 ESM member

• Stable A-rated member of EU & EMU • Healthy and growing economy • Strong GDP growth • Fiscally in good shape • Low government debt • Export-oriented • Strong automotive industry • Low unemployment • Stable, well capitalized and profitable

banking sector

8

Slovak Republic ...strong GDP growth and low government debt

• Slovak economy belongs to best performing economies in the area

• Key GDP growth driver was real households consumption supported by beneficial labour market development

• Low government indebtedness vs. EU average

• Constitutional fiscal responsibility law prohibits government debt to grow above 50% of GDP

• Slovakia overall in a very good shape

5,6%

-5,4%

5,0%

2,8%

1,7% 1,5%

2,8%

4,2%

3,1% 3,2%

4,1%

0,5%

-4,5%

2,1% 1,6%

-0,9% -0,2%

1,4% 2,1% 1,9%

2,4% 1,9%

-6,0%

-4,0%

-2,0%

0,0%

2,0%

4,0%

6,0%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Real GDP Growth

Slovakia Euro AreaSource: Eurostat

31/12/2018

41%

44%

52%

55%

54%

52% 52% 52% 51%

49%

-7,8% -7,5%

-4,3% -4,3% -2,7% -2,7% -2,6%

-2,2%

-0,8% -0,7%

-9%

-8%

-7%

-6%

-5%

-4%

-3%

-2%

-1%

0%40%

42%

44%

46%

48%

50%

52%

54%

56%

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Public debt and govt. balance (share of GDP)

Public Debt General Government balanceSource: Eurostat 31/12/2018

49%

86%

0%

20%

40%

60%

80%

100%

120%

140%

Esto

nia

Bu

lgar

ia

Luxe

mb

ou

rg

Den

mar

k

Cze

ch R

ep.

Lith

uan

ia

Ro

man

ia

Swed

en

Latv

ia

Mal

ta

Slo

vaki

a

Po

lan

d

Ne

the

rlan

ds

Fin

lan

d

Ge

rman

y

Irel

and

Slo

ven

ia

Hu

nga

ry

Au

stri

a

Cro

atia UK

Euro

Are

a

Spai

n

Fran

ce

Cyp

rus

Bel

giu

m

Po

rtu

gal

Ital

y

Government debt to GDP

Source: Eurostat 31/03/2019

9

Slovak Republic ... export-oriented economy, low government bond yields

• Spreads of Slovak government bonds vs. German Bunds are stable

• Third lowest 10Y government bond yield (-0.44%, as of 23/08/2019) in Euro zone after Germany and Netherlands

• In June 2018, Slovak government successfully issued a 50-year bond, as a first country in CEE and fifth country in Europe

• Slovakia is open export-oriented economy • 86% of exports go to EU, the highest share

among EU members • Structure of Slovak economy is similar to

German one with a strong accent on industry, mainly the automotive

• Germany is Slovakia’s most important trading partner

22%

12%

8% 6% 6% 6%

6%

5%

14%

15%

Slovak Export by Countries

Germany

Czech Rep

Poland

France

Italy

Austria

Hungary

UK

Rest EU

Other Non EU

Source: Eurostat 31/12/2018

-1,0%

0,0%

1,0%

2,0%

3,0%

4,0%

5,0%

6,0%

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

10Y Government bond yield

Slovakia GermanySource: Bloomberg 23/08/2019

10

Slovak Republic ...labour market improvement supports disposable income

• Unemployment rate bellow Euro area average

• Labour market improvement supports disposable income of households, which enables retail loan growth

• Despite fastest growth of Household Debt to Income in EU, Slovakia still comfortably below Euro area average

5,4%

7,2%

5%

7%

9%

11%

13%

15%

17%

19%

21%

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Unemployment

Slovakia Euro AreaSource: Eurostat 31/07/2019

6,2%

0%

2%

4%

6%

8%

10%

12%

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Disposable income (y/y, nominal)

SlovakiaSource: NBS 31/12/2018

68%

94%

0%

50%

100%

150%

200%

250%

Household Debt to Income

Source: Eurostat 31/12/2017

11

Slovak Republic ...housing price development reflects income growth and low interest rates

• Employment and disposable income growth together with low interest rates drive property price up

• Still very high housing affordability also thanks to continuous decline of mortgage interest rates below Euro zone average

• Although Slovak housing loans growth is for years the highest in the EU, housing loans to GDP remain well below Euro area average

• High level of home ownership (90%)

1 849

1 184

800

1 300

1 800

2 300

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Property price per m2 (EUR)

Flats HousesSource: NBS 30/06/2019

7,2

5

6

7

8

9

10

11

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Property price/Annual Wage

Source: NBS 30/06/2019

1,5%

1,7%

0%

2%

4%

6%

8%

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Interest Rates on new housing loans

Slovakia EuroZoneSource: NBS 30/06/2019

33%

41%

0%

10%

20%

30%

40%

50%

60%

70%Housing Loans to GDP

Source: ECB 31/12/2018

12

1. Prima banka at glance

2. Slovak Republic

3. Slovak Banking Market

4. Prima banka

5. Cover Pool

6. Covered Bonds Framework

7. Appendix

Presentation topics

13

Slovak Banking Market ... stable, well capitalized and profitable banking sector

• Funding of Slovak banks dominated by retail and corporate deposits

• L/D increases, however still at comfortable level • Strong lending growth will require also other

funding instruments; potential for covered bonds as only 8% of bank funding are bonds

• Fastest growth of retail loans in EU, corporate loans growing at a more moderate way

• Almost solely Euro denominated loans

11,0%

9,7%

1,2%

45,8%

28,6%

1,0%

2,8%

cash and banks

securities

public loans

retail loans

other private loans

tangible and intangible assets

other assets and loan provisions

Assets

Source: NBS 30/06/2019

Total: EUR 82,8bn 5,7%

7,9% 3,2%

47,0%

24,4%

10,3% 1,6%

interbank deposits

issued bonds

public deposits

retail deposits

other private deposits

equity

other Liabilities and Equity

Source: NBS 30/06/2019

Total: EUR 82,8bn

58 59 62

67 71

76 80

83

88% 89%

91% 90%

95%

99%

100% 102%

80%

85%

90%

95%

100%

105%

0

10

20

30

40

50

60

70

80

2012 2013 2014 2015 2016 2017 2018 1H 2019

Total Assets (EUR bn)

Total Assets L/D ratio (%)Source: NBS 30/06/2019

15,8%

17,2% 17,3%

17,7% 18,0%

18,6%

18,2%

14%

15%

16%

17%

18%

19%

2012 2013 2014 2015 2016 2017 2018

Capital adequacy ratio

Source: NBS 31/12/2018

14

Slovak Banking Market ... stable, well capitalized and profitable banking sector

• Healthy economy supports improvement of NPL levels for both households and corporates

• NPL ratio for housing loans much lower than average

• Increase of NPL coverage in 2018 due to IFRS9 • Capital well above regulatory requirements • Solid and stable profitability, albeit margin

pressure; compensated by higher volumes, fees, higher efficiency and lower risk costs

• Bank levy of 20 bp on liabilities

488 552 560

626

750

612 640

406

8,1% 8,2% 7,8%

8,4%

10,0%

7,8% 7,8% 8,2%

0,0%

2,0%

4,0%

6,0%

8,0%

10,0%

12,0%

0

200

400

600

800

1 000

1 200

2012 2013 2014 2015 2016 2017 2018 07 2019

Sector Profitability

Net Profit (EUR mn) ROE (%)Source: NBS 30/06/2019

5,50% 5,20% 5,34%

4,76% 4,32%

3,60% 3,03% 2,84%

76,7% 76,5% 69,2%

73,4% 79,2%

88,3%

104,1% 103,8%

3,0% 3,0% 3,3% 2,8% 2,3% 1,9% 1,6% 1,5%

0%

20%

40%

60%

80%

100%

120%

0%

2%

4%

6%

8%

10%

12%

2012 2013 2014 2015 2016 2017 2018 1H 2019

Sector NPL Rate vs. NPL Coverage

Total NPL Rate NPL Coverage Mortgage NPL rateSource: NBS 30/06/2019

15

Slovak Banking Market ... fastest growing lending to individuals in EU, funded by sector deposits

• Annual growth as of end of June 2019: housing loans 10%, consumer loans 2%

• Lending growth slightly slows down due to stricter regulation (DTI, LTV restrictions, stricter lending standards for consumer loans, rate cap etc.)

• Despite restrictions still fastest lending growth to individuals in EU

• Consistently strong retail self-funding ability • Due to low interest rates term deposits move to

current accounts • Slightly growing L/D due to fast lending growth

and slower increase of deposits

11,3 12,8

14,8 17,0

19,7 22,4

25,2 26,7

2,5 2,8

3,4

3,9

4,6

5,1

5,7 5,8

4,0

4,0

3,8

3,9

3,9

4,1

4,4 4,2

17,9 19,6

22,0

24,8

28,2

31,6

35,4 36,7

0

5

10

15

20

25

30

35

40

2012 2013 2014 2015 2016 2017 2018 1H 2019

Loans for Individuals (EUR bn)

Housing Loans Consumer Loans OtherSource: NBS 30/06/2019

7,7 8,3 9,5 11,6

14,0 15,8

17,7 18,9

14,7 14,2 13,6

13,3

12,6 11,6

11,2 11,0 2,8 3,4

3,9

4,5

5,2 5,9

6,5 6,8

25,2 25,9 27,0

29,4

31,8

33,2

35,4 36,7

0

5

10

15

20

25

30

35

40

2012 2013 2014 2015 2016 2017 2018 1H 2019

Deposits of Individuals (EUR bn)

Current Accounts Term Deposits OtherSource: NBS 30/06/2019

16

Slovak Banking Market ... key players, mainly international groups & former state-owned banks

SLSP - Slovenská Sporiteľňa ,VUB - Všeobecná úverová banka, TB - Tatra banka, CSOB - Československá obchodná banka, PABK - Poštová banka. OTP - OTP Banka Slovensko, a.s.

• 27 banks in total on the banking market • Sector dominated by subsidiaries of

international banking groups (SLSP - Erste, VUB -

Intesa SanPaolo, TB - Raiffeisen, ČSOB - KBC)

• SLSP, VUB and CSOB operated as state owned banks before 1989, privatized in 1999-2001

• TB established in 1990 as first private bank and quickly grew up

• Prima banka consistently gaining share over the last few years, mainly in retail

13,9

11,6 11,5

6,0

3,2 3,6

1,1

22,9% 19,0% 18,9% 9,9% 5,3% 6,0% 1,8% 0

2

4

6

8

10

12

14

16

SLSP VUB TB CSOB PRIMA PABK OTP

Milióny

Total Deposits of Main Banks (EUR bn)

Deposits Market Share (%)Source: NBS 30/06/2019

Total: EUR 60,8bn

13,6 14,2

10,6

6,3

3,4 2,8

1,2

21,9% 22,9% 17,1% 10,2% 5,5% 4,6% 2,0%

98%

123%

92%

105% 106%

78%

112%

0%

20%

40%

60%

80%

100%

120%

140%

160%

0

2

4

6

8

10

12

14

16

SLSP VUB TB CSOB PRIMA PABK OTP

Milióny

Total Loans of Main Banks (EUR bn)

Loans (brutto) Market Share (%) L/D ratio30/06/2019

Source: NBS

Total: EUR 61,9bn 18,2

17,2

13,6

8,7

3,8 4,3

1,4

22,0% 20,8% 16,4% 10,5% 4,6% 5,2% 1,7%

0

2

4

6

8

10

12

14

16

18

20

SLSP VUB TB CSOB PRIMA PABK OTP

Milióny

Total Assets of Main Banks (EUR bn)

Assets Market Share (%)

Total: EUR 82,8bn

30/06/2019

Source: NBS

17

1. Prima banka at glance

2. Slovak Republic

3. Slovak Banking Market

4. Prima banka

5. Cover Pool

6. Covered Bonds Framework

7. Appendix

Presentation topics

30.06.2019 (EUR)

Total Assets 3 794mn Net profit 22mn (2018, 10mn 30.6.2019)

CET 1 16.7% Total CAD 17.8% NPL ratio 3.8% NPL coverage 132% Retail loans 2 700mn; YoY+27% Mortgages 2 471mn; YoY +30% Branches/ATMs: 124/312 Employees: 863 Ownership: 99.3% Penta Investments

Central European private equity group Penta acquired the Bank in 2011 from Dexia. Since then the Bank executing new strategy with focus on retail, simplicity & efficiency and also branch & ATM coverage.

18

Prima banka at a glance … fastest growth on fastest growing retail lending market in EU

#1 Fastest growing retail bank #1 Housing Loans growth #1 Main Bank Customers growth #1 Municipalities #3 Branch & ATM network #1 Mobile banking application #1 Customer Satisfaction #1 Communication Awareness #4 Spontaneous Brand Awareness

Source in Appendix, Retail Loans in this context mean Loans to Individuals

19

Long-Term Plan & Strategy ...clear direction, consistency, execution, grow value

• Core client base: individual clients, self-employed, small and medium enterprises and municipalities (2000+ out of 2900)

• Prima banka significantly strengthened its position since 2012 mainly in retail banking, in which it is the fastest growing bank over the period

• Consistent execution of a long-term strategy is driven by simplicity, transparency and attractiveness of the products and services as well as the swiftness and simplicity of related processes

• Accessibility through country-wide branch and ATM network, together with strong online channels to support successful growth

980 733

500 340

+ 247

+34%

+233

+47% +160

+47%

2012 2013 2014 2015

1 196

2016

+ 216

+22%

2 016

+ 342

+29%

2017

20

Fastest growing retail bank

2018

+ 399

+20%

1H 2019

+ 577

+27%

Loans to Individuals - consistent strong growth …mortgages, consumer loans, refinancing, speed, simplicity, quality

2 700 2 415

+478

EUR mn, YoY organic growth, acquisition of Sberbank in 2017, portfolio of EUR 478mn as of 31.12.2017

21

Overall well balanced business structure …strong focus on healthy and sustainable long-term growth

Fastest growing retail bank

2 700

3 231 3 426

+119

+4%

+442

+15% 577

+27%

Individuals Loans

Total Loans

Total Deposits

Main Bank 225 tsd. clients

Strongest growth

Market share 5,5%

Market share 7,4%

2 292

Individuals Deposits

+141

+4%

Market share 6,2%

Market share 5,3%

EUR mn as of 30.06.2019; Market shares: NBS, Number of main bank clients: Retail Banking Monitor by Go4insight (former GfK) December 2018

Main Bank Share

Main Bank Clients(tsd)

Branches ATMs

29,6% 1 310 241 635

19,1% 840 155 527

11,8% 520 90 270

9,0% 400 50 188

7,1% 310 106 267

5,1% 225 124 312

3,7% 160 56 145

1,8% 80 58 152

1,0% 40 65 65

88,2% 3 885 945 2 561

22

Main Bank Customers… …shares rather stable, Prima banka strengthening long-term the most

Population age 15-79 years 4,4 mil., 94% use banks Banks closing branches to reduce cost, mainly the bigger ones Prima banka with overall more efficient branch operating model Prima banka already well ahead of smaller players

Retail Banking Monitor 2018, Go4Insight (former GfK), retail branch and ATM locations based on websites of the banks September 2019; Poštová using also approx. 1.500 post offices

Total

23

• Branches still critical for customer acquisition, growing role of direct channels, mainly mobile

• Customers using both branches & online channels being the biggest customer group

• Prima banka with 3rd largest retail branch and ATM network + one of three banks with branch in each of 79 Slovak districts

• Strong branch & ATM expansion since 2012 • Leading Mobile banking application

Branch network & Online channels… …building a strong competitive advantage

Retail Banking Monitor 2018, Go4Insight (former GfK), Customer Rating at Google Play June 2018

24

Brand awareness & Customer satisfaction …building a strong competitive advantage

• Need to be known to be considered • Strongest brand awareness growth • Not far behind the TOP 3 banks, well ahead of a

number of longer established bank brands • Highest Communication awareness in 2018

• Highest Customers perception in - „Bank is growing and opens new branches and ATMs“

• Highest Customer perception for Mortgage and Mortgage Refinancing value

• Positive referrals supporting new customer acquisition

• Highest customer satisfaction and loyalty among the largest banks in the Slovak market over the last few years

• Strong customer focus of the whole organization a strategic priority to drive further organic growth

• Fairness & transparency a key part of the effort

2muse report 6/2019, TNS Kantar 2018

25 * Total assets of Sberbank as of 31/7/2017: 1 369m EUR (source: Closing Financial Statements of Sberbank Slovensko, a.s. as of 31/7/2017)

Balance sheet structure …Healthy and well balanced, consistently improving, growing retail share

• Prima banka holds market share of 5.5% in loans and 5.3% in deposits, higher share in retail

• Healthy funding profile, predominantly customer deposits (94% of liabilities)

• More than 70% of the deposits from retail, which is granular, stable and consistently growing

• Building a healthy and long-term sustainable business and balance sheet structure, focus on lower-risk assets

200 231 141 138

2 484 2 758

429 361 306 249

3 600 3 794

0

500

1 000

1 500

2 000

2 500

3 000

3 500

4 000

2018 1H 2019

Assets structure (EUR mn)

Cash and banks Loans to municipalities Retail loans

Non-retail loans Securities Other assets30/06/2019

131 156 306 449

2 410 2 483

372 299

327 338

3 600 3 794

0

500

1 000

1 500

2 000

2 500

3 000

3 500

4 000

2018 1H 2019

Liabilities structure (EUR mn)

Due to banks Municipal deposits Retail depositsNon-retail deposits Other liabilities Equity 30/06/2019

340 500 733

980 1 196

2 016 2 415

2 700 1 639 1 401

1 180 1 057

954

1 537

1 186

1 094

1 979 1 900 1 912 2 037

2 150

3 553 3 600 3 794

0

500

1 000

1 500

2 000

2 500

3 000

3 500

4 000

2012 2013 2014 2015 2016 2017* 2018 1H 2019

Total assets (EUR mn)

30/06/2019

26

Organic growth supported by acquisition …improving structure, growing share of retail

• Long-term organic growth with significantly improving structure and the mix

• Growing share of retail lending, focus on quality and lower risk to support long-term sustainability

• Mortgages the biggest share, contribute to building long-term customer relationships

• Other lower risk areas include e.g. municipalities or flat owners associations

340 500

733 980

1 196

2 016

2 415 2 700

954 846

648

601 530

956

813

726

1 294 1 346 1 380

1 581 1 726

2 972

3 227

3 426

0

500

1 000

1 500

2 000

2 500

3 000

3 500

2012 2013 2014 2015 2016 2017 2018 1H 2019

Gross customer loans (EUR mn)

Individual Loans Other Loans 30/06/2019

• Improving overall structure and mix step by step • Building balances through main bank customer

relationships and active banking • No interest in interest rate tourists inherited

originally from Dexia and also Sberbank • Very good mix of current accunts and mid-term

deposits • Growth supported also by Sberbank acquisition

948 1 019 1 031 1 175 1 322

2 192 2 196 2 292 521 499 436 508

537

888 892 939

1 469 1 518 1 466

1 682 1 858

3 080 3 088 3 231

0

500

1 000

1 500

2 000

2 500

3 000

3 500

2012 2013 2014 2015 2016 2017 2018 1H 2019

Customer deposits (EUR mn)

Individual Deposits Other Deposits 30/06/2019

27 1H 2019* - incl. post balance-sheet event : write-off of non-performing loan of corporate client of ex-Sberbank in amount 13,8m EUR

Improving NPL ratio & strong coverage … clean-up of inherited NPLs, business model generating low NPL levels

• Higher level of NPLs due to the inherited NPLs from Sberbank and Dexia, mainly corporate

• NPL ratio for the portfolio originated by Prima banka business model low and well below market levels

• Retail NPL ratio also significantly below market • NPL coverage consistently higher vs. market • Business model and lower risk lending generates

lower NPLs, conservative approach to loss provisioning, focus on sustainability

56 56

74 61

170 173

77 80

102

241

141 131

117

13,1% 12,9%

5,6% 5,0%

5,9%

8,1%

4,4%

3,8% 3,4%

5,5% 5,2% 5,3% 4,8%

4,3% 3,6%

3,0% 2,8% 2,8%

0%

2%

4%

6%

8%

10%

12%

14%

0

50

100

150

200

250

2012 2013 2014 2015 2016 2017 2018 1H 2019 1H 2019*

NPL ratio (EUR mn)

NPL NPL ex-Sberbank NPL Spolu NPL ratio NPL ratio - market

30/06/2019

Source: NBS, PB

31

28

20

15

22 25

28

51 49

47

4,3% 4,4%

3,4% 3,2%

2,4% 2,6%

2,0%

1,8%

4,2% 4,0%

4,3%

3,9% 3,7%

3,2% 3,0%

2,9%

1%

2%

2%

3%

3%

4%

4%

5%

5%

0

10

20

30

40

50

60

2012 2013 2014 2015 2016 2017 2018 1H 2019

NPL ratio individuals (EUR mn)

NPL NPL ex-Sberbank NPL ratio NPL ratio - market

30/06/2019

Source: NBS, PB

170 173

77 80

102

241

141 131

117

166

79 90 86

204

173 168 155

91% 96%

103% 113%

84% 84%

123% 129% 132%

69% 73%

79% 88%

104%

104% 104%

0%

20%

40%

60%

80%

100%

120%

140%

0

50

100

150

200

250

300

2012 2013 2014 2015 2016 2017 2018 1H 2019 1H 2019*

NPL coverage (EUR mn)

NPL Risk Provisions NPL coverage NPL coverage - market

30/06/2019

Source: NBS, PB

28

Growing result, strong capital ratios ...good base for further growth

P1R 4,50%

CET1R 11,15%

Tier1R 12,65%

CBR+P2R 6,65%

AT1R 1,50%

Tier2R 2,00%

Buffer 5,51%

Buffer 4,01%

Buffer 3,16% Actual

16,66%

Actual 16,66%

Actual 17,81%

CET1 Tier 1 Total Capital

Capital requirements

P1R - Pillar 1 requirement P2R - SREP Pillar 2 Requirement CBR - Combined buffer requirement AT1 R - Additional Tier1 requirement

30/06/2019

11,02%

12,18% 12,26% 11,74% 11,30%

15,29%

16,19% 16,66%

16,33%

14,42% 14,43%

13,65%

12,80%

16,44%

17,33% 17,81%

10%

12%

14%

16%

18%

20%

2012 2013 2014 2015 2016 2017 2018 1H 2019

Tier 1 and Capital adequacy ratio

Tier 1 Capital adequacy ratio30/06/2019

(8,3)

(5,6)

0,5

5,0

10,5

14,9

22,0

9,9

0,0% 109% 43% 47% 7%

-11

-6

-1

4

9

14

19

24

2012 2013 2014 2015 2016 2017* 2018 1H 2019

Net result (EUR mn)

30/06/2019

• Continuously growing result, retained in capital, no dividends paid out over the period

• Substantial cushion of 400 bp above Tier 1 requirements

• RWA remain at stable level due to very low defaults on new loans and reduction in NPLs

• Strong loan growth concentrated in low risk weighted retail mortgages (35% RW, Standardised

Approach for CAD) which reduces the burden of assets growth on capital adequacy

0,2 0,4 0,6 0,8 1,0 1,8 2,2 2,5

11,1 12,4

14,2 16,2

18,7 20,7

23,0 24,3

11,3 12,8

14,8

17,0

19,7

22,4

25,2 26,7

9,3%

0%

2%

4%

6%

8%

10%

12%

0

5

10

15

20

25

30

2012 2013 2014 2015 2016 2017 2018 1H 2019

SK Housing Loans (EUR bn)

Prima banka Other banks Market share Prima 30/06/2019

Source: NBS

29

Housing Loans a key growth driver ...fastest growing Prima banka now a key market player

• Slovak housing loans growing the fastest in EU, driven by strong competition and low rates

• Prima banka clearly the fastest growing player, while sticking to high underwriting standards (stricter than market ones and also regulatory

requirements) reflected then in well below market NPL levels

• NBS restrictions slowed down market growth to 10%, however potential for refinancing where Prima banka is a leading bank still there

Source: NBS, banks only, does not include building saving banks

28,6%

23,9%

15,6%

13,2%

9,3%

5,7%

1,9% 0,9%

0%

5%

10%

15%

20%

25%

30%

35%

SLSP VUB TB CSOB PRIMA UNICR OTP PABK

SK Housing Loans Market Shares

30/06/2019

Source: NBS

4,9%

4,4%

3,8%

3,2%

2,2% 2,0%

1,7% 1,6%

4,2%

3,6%

2,7% 2,3%

1,8% 1,7% 1,4% 1,4%

0%

1%

2%

3%

4%

5%

6%

7%

2012 2013 2014 2015 2016 2017 2018 1H 2019

SK Housing Loans Interest Rates

Outstanding Loans New LoansSource: NBS 30/06/2019

30

Attractive conditions enabled by efficient process

& lower losses

• Market leadership in refinancing of mortgage loans from other banks and also standard process very fast and simple, being a key competitive advantage

• Focus on diversification, no hunt for big ticket mortgages which represent higher risk, number of customers strategically more important then pure volumes

• Going for acceptable risk, easy to prove income and simple purpose, limiting or avoiding more complex or risky income structures and purposes e.g construction

• Same rate for everybody, making the sales much easier and more transparent • This enables significant process simplification and automation, each banker can sell

a mortgage, no need for specialists only, mortgage easy to sell & easy to buy • Underwriting standards consistently stricter vs. market, also quality requirements

for bankers and external partners tougher compared to market standards

Housing loans a key growth driver …speed, simplicity, transparency, focus on quality and sustainability

31

1. Prima banka at glance

2. Slovak Republic

3. Slovak Banking Market

4. Prima banka

5. Cover Pool

6. Covered Bonds Framework

7. Appendix

Presentation topics

32

Cover Pool Overview …100% residential mortgages for individuals, new Covered Bond Program

• All existing mortgage bonds kept separately, not transferred into new covered bonds register

• Old mortgage bonds are in negligible amount of EUR 1.5 mn and maturity in 2021

• Issuer rating unpublished

• Cover assets comprise of household housing loans only

• Cover pool consists purely from Prima banka housing loans, inherited ex-Sberbank housing loans are not and will not be included

Cover Pool Structure Covered Bonds (expected)

Total cover pool volume (EUR mn) Total Volume of issues (EUR mn)

Residential loan balance (EUR mn) Total Volume in program (EUR mn)

Substitution assets (EUR mn) Number of issues 1

Number of loans 35 953 Issue frequency 12-24 months

Number of borrowers 33 127 WAL expected CBs 7-10 years

Currency 100% EUR Committed OC --*

WA indexed LTV 57,5% Over-collateralization

WA seasoning (years) 2,2 Covered Bonds Rating (Moody's) (P)Aaa

WA remaining term (years) 21,1 Maturity type Soft Bullet

90+ days in arrears loans excluded 0% Currency distribution 100% EUR

Interest type 100% Fix Listings LuxSE

Principal payment type 100% Annuity

* 5% legal minimum applies

181,1%

1 406

1 406

0,0

500

1 500

33

Cover Pool Overview …Structure of Cover Pool as per 31.7.2019

1%

7%

12%

19%

27%

34%

Distribution by Remaining Term (volume)

<0-5Y>

(5-10Y>

(10-15Y>

(15-20Y>

(20-25Y>

(25-30Y>

14%

33%

27%

16%

7% 4%

Distribution by Volume (volume)

(0 - 25k €>

(25k € - 50k €>

(50k € - 75k €>

(75k € - 100k €>

(100k € - 125k €>

(125k € - 150k €>

37%

23%

12%

19%

10%

Distribution by Seasoning (volume)

<0-12M>

(12-24M>

(24-36M>

(36-60M>

>60M

19%

13%

16% 21%

31%

Distribution by LTV (volume)

<00_40>

(40_50>

(50_60>

(60_70>

(70_80>

34

Cover Pool Overview … Country-wide network reflected in homogenous regional distribution

20%

10%

12%

10%

16%

9%

12%

12%

Regional Distribution (volume)

Bratislava

Trnava

Nitra

Trenčín

Žilina

Banská Bystrica

Košice

Prešov

13%

9%

13%

11%

18%

11%

12%

14%

Regional Distribution (number of loans)

Bratislava

Trnava

Nitra

Trenčín

Žilina

Banská Bystrica

Košice

Prešov

28%

59%

9% 4%

Distribution by Loan Purpose (volume)

Purchase

Remortgage

Renovation

Construction

Other

Equity release

4,1% 3,6%

11,8% 10,4%

65,5% 57,8%

7,9%

7,0%

11,6%

8,9% 7,9%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Current After CB issue

Liabilities structure before and after expected Covered Bonds issue

Due to banks Municipal deposits Retail deposits Non-retail deposits

Issued Covered Bonds Other liabilities Equity Simulation on data as of 30.06.2019

data as of June 2019 Prima SLSP VUB TBCover Pool Comparison

Total cover pool volume (mn EUR) 1 406 3 261 3 519 1 210

Residential loan balance (mn EUR) 1 406 3 151 3 452 1 157

Liquidity buffer (liquid assets, mn EUR) 0 110 67 53

Number of loans 35 953 78 877 88 209 25 309

Number of borrowers 33 127 71 765 69 196 24 915

Avg loan amount (EUR) 39 093 39 951 39 129 45 711

Currency 100% EUR 100% EUR 100% EUR 100% EUR

Avg LTV (%) 57,5 51,2 58,9 51,4

Avg seasoning (years) 2,2 3,6 3,4 4,7

Avg remaining term (years) 21,1 20,2 21,1 19,8

Interest type 100% Fix 100% Fix 100% Fix 79% Fix, 21% Floating

Cover Bonds Comparison (expected)

Total volume of issues (EUR mn) 500 1 870 3 137 824

Total volume in programme (EUR mn) 1 500 5 000 5 000 3 000

Number of issues 1 55 30 10

WAL of outstanding CBs (years) 7,0 - 10,0 4,7 5,8 4

Over-collateralisation 181,1% 74,4% 12,2% 46,6%

Committed over-collateralisation -- 17,5% -- 1 -- 1

Covered bond rating (P)Aaa Aaa Aa2 Aaa

Rating agency Moody's Moody's Moody's Moody's

Currency distribution 100% EUR 100% EUR 100% EUR 100% EUR

Interest type 100% Fix 97.3% Fix 100% Fix 64% Fix, 36% Floating

Maturity type Soft bullet2 Soft bullet (before 2018 hard bullet)

Soft bullet (before 2018 hard bullet)

Soft bullet (before 2018 hard bullet)

Moody's Rating Ratios

Collateral Score 7,8% 7,2% 6,3% 9,1%

Collateral Risk 5,2% 4,8% 4,2% 6,1%

Market Risk 21,2% 22,1% 31,3% 27,9%

Required over-collateralisation 29,0% 19,5% 0,0% 34,0%

TPI Probable Improbable Improbable Improbable

TPI leeway Unpublished 1 2 0

1 5% legal minimum applies2 All Slovak covered bonds issued before 2018 are hard bullets. Prima banka has not added those old bonds to its programme.

Cover Pool Overview ... Cover Pool and Covered Bonds comparison on Slovak market

Source: Commerzbank research 35

36

1. Prima banka at glance

2. Slovak Republic

3. Slovak Banking Market

4. Prima banka

5. Cover Pool

6. Covered Bonds Framework

7. Appendix

Presentation topics

Regulated by the Slovak Banking Act since 1.1.2018 – new instrument in Slovak legislation

• Requirements regarding the cover pool

• Roles and responsibilities of the covered bond manager and his deputy

• Requirements for obtaining permission of the National bank of Slovakia to perform activities related to the covered bond program

• Stress testing (at least once a year)

• Reporting to the National bank of Slovakia (both by bank and by the covered bond manager)

• Over-collateralization of min. 5 %

• Transfer of the whole covered bonds program possible

• Special supervision of NBS

• Compliant with most requirements of the harmonized EU directive

Covered Bonds Framework ...new legislation as of 1.1.2018

Base Assets • At least 90 % of the cover pool • Residential mortgage loans provided to

consumers1

• Residential mortgage loans secured by mortgaged property located in Slovakia

• LTV max. 80 % • Max. maturity of 30 years Substitute Assets • Max. 10 % of the cover pool • Cash or deposits with NBS, ECB, EU member

state central bank, government bonds in line with CRR

Liquid Assets • Required to cover the maximum liquidity gap

within the CB program over next 180 days • Tier 1 and Tier 2A assets2

• Value of liquid assets is part of coverage ratio Hedging Derivatives • To mitigate currency or interest risk of CB

1 Regulated by separate acts and notices ; 2Articles 10 and 11 of Regulation (EU) 2015/61 37

• New rules set in the Insolvency Act

• The mortgaged property registered in the cover pool is not part of the bankruptcy general estate

• No automatic acceleration

• Dual recourse: covered bonds holders have recourse against both

• Covered bonds estate and

• General estate of the Issuer

• General insolvency administrator operates the covered bonds program under NBS supervision

• Testing with due care whether operation will not damage Covered Bonds Holders (compared with liquidation scenario)

Cascade of steps - without strict timeline: • Soft bullet structure - maturity can be extended

by max 12/24 months in case of transfer • Transfer of whole CB program – is expected to

be used mostly in special circumstances where the bank issuing CBs is subject to involuntary administration or bankruptcy proceedings

• Sale of individual assets (loans) to satisfy covered bonds claims

• Failing all above, ceasing of operation and acceleration of covered bonds and mortgage loans

• Involuntary administration or trustee • The trustee operates the CB program

separately from the general estate of the Issuer

• The trustee considers the level of satisfaction of the CB holder in all scenarios and acts with due professional care for the benefit of all CB holders

Covered Bonds Framework ...Insolvency Regime

38

Bond Act

• Basic legal regulation of bonds

• Does not contain special regulation of covered bonds

Securities Act

• Basic legal regulation of securities (all types of securities, not just bonds)

• Security is a value-for-money record in a statutory form with which certain rights are linked, in particular, the right to claim certain property or to exercise certain rights against designated persons / subjects

• Contains regulation on securities contracts

• Contains legislation on securing obligations by securities

Covered Bonds Framework ...Additional Regulation

Regulatory overview

• The covered bond rating matters from regulatory perspective

• Regulatory implications of different rating levels for a typical Slovak EUR covered bond benchmark backed by mortgages

• Slovak covered bonds tick the same boxes as those in more established jurisdictions

39

Covered Bonds Framework ...Regulatory Overview

UCITS Art. 52(4)

CRR stand.

Risk weightSolvency II

LCR

level

ECB

repoEEA CBPP3 OECD

Slovak CB

Triple A 10% 1(B)

Double A 10% 1(B)

Single A 20% x 2A

Foreign CB

GER, FRA, NED 10% 1(B)

POL, NOR 10% 1(B) x

CAN x 20% x 2A x x

AUS, NZD x 20% x 2A x x x

SGP x 20% x 2A x x x x

40

Covered Bonds Framework ...Across Europe

Slovakia Austria Germany FranceHypothekarisch Hypothekenpfandbriefe OHs

Issuer Universal credit institution Universal credit institution Universal credit institution Special credit institution (SFH)

Ordinary cover assets Residential mortgage loans Mortgage loans Mortgage loans Residential mortgage loans

Geographical scope Slovakia EEA, Switzerland

EEA, Switzerland, USA,

Canada, Japan, Australia,

New Zealand, Singapore

EEA and other top rated

countries

Max LTV 80% 60% 60%

80% based on market value;

100% state-guaranteed RE

loans

Limit for substitute cover

assetsUp to 10% of the cover pool

15% of the amount of

issued bonds

Up to 20% of Covered

Bonds outstanding volume

Up to 15% of Covered Bonds

outstanding volume

Maturity structure Soft bulletHard bullet, but recently

also soft bullet Hard bullet

Most OHs have been issued

with soft bullet structure

Mitigation of risks

Issuer to cover the max;

liquidity gap over the next

180 day; hedging derivatives

(HD) possible

„Natural“ matching –

hedging derivatives might

be registered in the pool

Max. liquidity gap over the

next 180 day must be

covered; HD possible

180 day liquidity coverage; use

of derivative hedging

instruments

Overcollateralization Min. 5% 2% on normal basis2% on NPV and 2% on

stressed NPV basis5% on nominal basis

Independent cover pool

monitorYes Yes Yes Yes

Art. 52 (4) UCITS

compliantYes Yes Yes Yes

Art. 129 CRR compliant Yes Yes Yes Yes

41

42

1. Prima banka at glance

2. Slovak Republic

3. Slovak Banking Market

4. Prima banka

5. Cover Pool

6. Covered Bonds Framework

7. Appendix

Presentation topics

43

Bonefeld Holdings Limited

Jaroslav Haščák

100%

Adiele Holdings Limited

Marek Dospiva

100%

(26% - 50%) (26% - 50%)

Penta Investments Group Limited (Jersey)

Ultimate Beneficial Owners • Have a direct or indirect holding of at least 25%

of the voting rights • Have the right to at least 25% of the economic

profit • Ultimate holding and control by two natural

persons based in Slovakia and Czech Republic Penta Investments Group Limited

(Jersey)

Penta Investments Limited (Jersey)

Penta Investments Limited (Cyprus)

Prima banka Slovensko, a.s.

100%

99,995%

99,31%

Prima banka … central european private equity group as a major shareholder

Shareholder structure 20.08.2019 Ownership: 99.31% Penta Investment 0.43% Municipalities (92) 0.17% Physical Persons (92) 0.09% Other Legal entities (6)

https://rpvs.gov.sk/rpvs/Partner/Partner/Detail/14712

44

Sources, additional info & contacts

• Prima banka financials: Financial Statements 2012 – 2019, Annual Reports 2012 – 2018

• Slovak market and Slovak Banks financials and market shares: NBS

• Prima banka number of retail branches and ATMs: www.primabanka.sk , Sep 2019

• Slovak banks number of retail branch and ATM locations: websites of the respective banks, Sep 2019

• Customer rating of Mobile application: Google Play Customer Rating, June 2019

• Customer Satisfaction: Kantar Slovakia, s.r.o., Exclusive phone survey, December 2018. Demand is in line with GDPR rules. Prima banka's clients are queried from the database and competitors' clients are random

• Brand and Communication awareness: 2muse, s.r.o., Marcom - continuous measurement of communication performance and bank brands, December 2018

• Number of Main bank clients: Major bank shares are based on Retail Banking Monitor (RBM) conducted by Go4insight s.r.o. (former GfK) annually on a sample of 6,000 respondents in 6 waves representative of the population of Slovakia aged 15-79 years, December 2018

• For further information: https://www.primabanka.sk//o-banke/pre-investorov/pre-investorov?loc=en

• Contact: Renáta Andries, renata.andries@primabanka.sk, +421 903 381333

45

Prima banka: Presenters

Jan Rollo - Chairman of the Board, CEO Prior to joining Prima banka in 2011, he was the chairman of the board of directors and CEO of Slovenská sporiteľňa, the largest Slovak bank. He worked for a decade before that at the Czech-based GE Money Bank as the director of corporate banking and later as the director of retail banking and a member of the bank’s board of directors. He has worked in the banking industry since 1994 and was responsible for relationships with key customers, marketing and electronic banking at Bank Austria, and then led the product management department and was involved in managing the small and medium enterprise division at Citibank. He worked for the Delegation of the European Union in Prague and as a specialist in the AI department of the IT division of Swissair in Switzerland before joining the banking sector.

Renata Andries – Member of the Board, CFO Her career in the banking industry began in 1996 and she was responsible for finances and taxes for the Erste Group over the past 12 years. She joined Prima banka in 2014 from the largest bank in Romania, Banka Comerciala Romana (BCR), where she was the director of the accounting and taxes division. Previously, she held key managerial positions at largest Slovak bank Slovenská sporiteľňa , Česká sporitelna and at Erste Group head office in Austria. Over this period, she was responsible for group and local projects, including the centralization of accounting, SAP system implementation and the establishment of a shared services center for accounting. Prior to joining the Erste Group, she worked for Hypo Vereinsbank in Slovakia and was responsible for accounting.

46

Disclaimer

The information and the opinions in this presentation have been prepared by Prima banka Slovensko, a.s. (Prima banka) solely for general information purposes in connection with a proposed offering of covered notes issued by Prima banka (the Notes). This presentation and its contents are intended for information purposes only and may not be reproduced in any form or further distributed to any other person or published, in whole or in part, for any purpose. Failure to comply with this restriction may constitute a violation of applicable securities laws. Penta Investments Limited or other members of Penta Group have not prepared or approved this document and have no liability in connection with this document or information therein or the Notes.

This presentation shall not constitute an offer to sell, or the solicitation of an offer to purchase or otherwise acquire the Notes or to enter into any legally binding relationship with Prima banka. This presentation is not for distribution, nor does it constitute an offer of securities in any jurisdiction or an inducement to enter into investment activity or any advice or recommendation with respect to the Notes. Specifically, the Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the US Securities Act), or the securities laws of any state of the United States or other jurisdiction. The Notes may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of U.S. Persons (as defined in Regulation S under the US Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the USD Securities Act.

This presentation is being directed only at persons having professional experience in matters relating to investments in financial instruments. This presentation is not for distribution to retail customers (non-professional clients).

Any investment decision concerning the Notes should be made only on the basis of evaluation by each prospective investor of the base prospectus, all financial and other information incorporated therein by reference, supplements to the base prospectus (if any) and relevant final terms of the Notes, each as published on the website of Prima banka: www.primabanka.sk.

Some information in this presentation has been obtained or is based on the publicly available sources. Information has been reproduced carefully, but has not been independently reviewed and Prima banka cannot guarantee accuracy, adequacy, correctness or completeness of such information. Accordingly, undue reliance should not be placed on any such information contained in this presentation. All information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice.