VUB COVERED BONDS

INVESTOR PRESENTATION

Bratislava, June 2020

This material is addressed to and intended to be used by a targeted group of recipients

that fall within the category of qualified investors as defined pursuant to the Regulation

(EU) 2017/1129 of The European Parliament and of The Council on the Prospectus.

• Slovakia is an A-rated country and one of the most open economies among the members of the core Eurozone

• VUB is the second-largest banking group in Slovakia. As of Dec19, VUB Bank had a strong market share in all the key areas: total assets

(20.5%), gross loans (21.2%), housing loans (23.7%), deposits (18.9%), asset management (17.2%) and branches (17.9%). Its significant

sales force is based on 207 domestic branches and a foreign branch office in Czech Republic

HIGHLIGHTS

A National Champion in a Fast Growing Economy

• VUB has the biggest mortgage bonds portfolio in Slovakia with a 100% Residential Real Estate mortgage pool. As a result, it has the largest

Covered Bond book in the sector (18% of its liabilities vs. 4%-10% reported by its top three peers)

• VUB has EUR 3.1 bln of outstanding covered bonds (the largest amount outstanding in Slovakia), which are rated Aa2 by Moody’s. Mortgage

bonds issued before 2018 were transferred to the new Covered Bond Programme according to the new Slovak legislation on covered bonds

Market Leader in the Covered Bond Market

• VUB Group has a strong capital structure compared to its peers, with a CET1 ratio at 15.3% and Total Capital Ratio of 17.4% as of Dec19,

well above regulatory requirements

Robust Capital Structure

• VUB has a strong shareholder support from Intesa Sanpaolo, one of the leading European groups with a worldwide network of 4,799

branches, approx. 19.0 million clients, and a strategic presence in the CEE

Strong Foreign Shareholder Support

• VUB is rated A2 by Moody’s, based on its good economic and financial figures: as of Dec19 total assets amounted to EUR 17.4 bln. Profit as

of Dec19 was EUR 114 mln

Strong Credit Rating based on good financial position and good profitability

• As of Mar20, 79.5% of Retail Loans was represented by mortgages: number of housing loans were 128,740 (+7.8% YoY) and housing loans

outstanding amounted to EUR 7.1 bln (+12.3% YoY)

Solid growth in Loans to Customers driven by mortgage activity

2

CONTENT

Slovakia at a Glance

Intesa Sanpaolo Group

VUB at a Glance

VUB's Mortgage activity

VUB's Covered Bonds

3

SLOVAKIA COUNTRY’S ESSENTIALS

Basic information

Ge

ogra

ph

ical

So

cio

-Eco

no

mic

info

Me

mb

ers

hip

s

Official Name: Slovak Republic

(Slovenská republika)

Area: 49,037 km2

Population: 5.5 million

Capital: Bratislava (433,000)

Other cities: Košice (239,000),

Prešov (89,000)

Slovakia is a member of:

• European Union, since

May 2004

• NATO, since March 2004

• Euro area, since January

2009

Official Language: Slovak

Currency: Euro (EUR) since

January 1, 2009

Ethnic groups:

• 80.7% Slovaks

• 8.5% Hungarians

• 10.8% non-identified,

Roma, Czechs, Rusyns...

Political framework

Stru

ctu

reP

arlia

me

nt

Elections: last ones held in

February 2020:

Four parties’ coalition:

• OĽaNO with 53/150 seats

• Sme rodina with 17/150

seats

• Sloboda a Solidarita with

13/150 seats

• Za ľudí with 12/150 seats

Re

leva

nt p

ers

ons

President: Ms. Zuzana Čaputová

Prime Minister: Mr. Igor Matovič

Governor of the Slovak National

Bank: Mr. Peter Kažimír

Form of State: Parliamentary

Republic

Political Structure: President,

unicameral National Council of the

Slovak Republic with 150 seats

serving four-year term

4

Slovakia

European Union (Euro Zone members)

European Union (Non Euro Zone members)

A2/A+/A (Moody’s/S&P/Fitch) credit

ratings comfortable in investment grade

EUR 94.2 bln economy (as of 2019)

GDP per capita in euro terms increased by

46% in the past decade, since 2000 it more

than quadrupled (from EUR 4,100 to EUR

17,300 in 2019)

GDP per capita in purchasing power

standard (PPS) increased from 43% of

former EU15 average in 2000 to 69% in

2019

ECONOMY – SMALL, FAST CONVERGING...

Real GDP growth(% y/y)

GDP per capita in PPS (EU15=100; in %)

Slovak GDP by components(p.p. contribution and % y/y change)

Source: Ameco database, retrieved on May 20, 2020, Slovak Stats Office

4.8%

2.1%3.0%

4.0%

2.4%

-5.0%

-3.0%

-1.0%

1.0%

3.0%

5.0%

7.0%

Changes in inventories ConsumptionNet exports Fixed investmentsGDP total

2.4%

1.2%

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%Slovakia

Euro Area

Country 2000 2017 2018 2019

Change

'19/'00

Slovakia 43 66 68 69 26

Czech Rep. 62 83 84 85 23

Hungary 45 63 66 68 23

Poland 41 64 66 68 27

Germany 104 114 114 113 9

Austria 112 117 119 119 7

EU 27 86 93 93 94 8

5

...WITH STABLE MACROECONOMIC ENVIRONMENT

Inflation(% y/y)

Unemployment(%, all-economy)

Current account balance(% GDP)

Disposable income(% y/y, nominal)

Source: Eurostat, Slovak Stats Office

5.6%

7.4%

5.0%

7.0%

9.0%

11.0%

13.0%

15.0%

17.0% Slovakia

Euro Area

6.9%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

2.1%

0.4%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%Slovakia

Euro Area

-2.9%

-9.0%

-7.0%

-5.0%

-3.0%

-1.0%

1.0%

3.0%

6

ECONOMY IS EXPORT-ORIENTED, CLOSELY

LINKED TO GERMANY

Slovakia is one of the most opened economies in the world. Exports and imports of goods and services

relative to GDP amounted together to 190% (as of 2018), the highest level among the CE-4 countries

85% (as of 2018) of Slovak exports go to the EU27, the highest share among EU members

Germany is Slovakia’s most important trading partner. It directly buys 22% of Slovak exports of goods

and probably additional similar share indirectly (being a key importer of Slovakia’s other key trading

partners)

Share of export to EU in total exports(% share, as of 2018)

Structure of Slovak exports by countries (% share, as of 2019)

Source: Eurostat, Slovak Stats Office7

85.5%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

90.0%

Cyp

rus

UK

Irela

nd

Gre

ece

Italy

Ma

lta

Lith

uania

Germ

any

Fra

nce

Fin

lan

d

Sw

eden

Denm

ark

Sp

ain

Latv

ia

Cro

atia

Esto

nia

Bu

lga

ria

Au

str

ia

Be

lgiu

m

Neth

erla

nds

Po

rtuga

l

Slo

venia

Rom

ania

Po

lan

d

Hungary

Luxem

bourg

Cze

chia

Slo

vakia

DE22%

CR11%

PL7%

FR7%

HU6%

AT6%

UK5%

5%

Other31%

Slovakia meets Maastricht criteria:

2019 deficit reached 1.3% of GDP while

debt decreased to 48.0%

Covid-19 crisis will be a big hit both to

deficit and debt though

In 2011, Slovakia adopted a constitutional law

preventing debt to breach 60% (by 2027 only

50%) of GDP and established an independent

fiscal watchdog

FISCALLY, SLOVAKIA IS IN A GOOD SHAPE...

Public debt in comparison(% GDP, as of 2019)

Public finance balance(% GDP)

Public debt development(% GDP)

Source: Eurostat, European Commission

-2.9%

-3.6%

-2.1%-2.5%

-8.1%-7.5%

-4.5%-4.4%

-2.9%-3.1%-2.7%-2.5%

-1.0%-1.0%-1.3%

-9.0%

-8.0%

-7.0%

-6.0%

-5.0%

-4.0%

-3.0%

-2.0%

-1.0%

0.0%

1.0%

34.7%

31.4%30.3%

28.6%

36.4%

41.0%

43.5%

51.8%

54.7%53.5%

51.9%52.0%51.3%49.4%

48.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

55.0%

60.0%

48.0%

77.8%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

160.0%

180.0%

Esto

nia

Bu

lga

ria

Luxem

bourg

Cze

chia

Denm

ark

Sw

eden

Rom

ania

Lith

uania

Latv

iaM

alta

Po

lan

dS

lova

kia

Neth

erla

nds

Irela

nd

Fin

lan

dG

erm

any

Slo

venia

Hungary

Au

str

iaC

roa

tia

EU

27

EA

19

UK

Sp

ain

Cyp

rus

Fra

nce

Be

lgiu

mP

ort

uga

lItaly

Gre

ece

8

...WHICH IS APPRECIATED BY INVESTORS

Slovakia is an A-rated country and one of the

most interconnected economies in the Eurozone

In 2018, Slovak government was the first in CEE

to successfully issue a 50-year bond

Current yields to maturity are close to euro area

average, similar to Latvia’s and Slovenia’s

Spread vis-á-vis Germany increased with the

Covid-19 crisis and Fitch downgraded SR from

A+ to A with stable outlook

Yields development(10y maturity, % p.a.)

Yields in comparison(10y maturity, % p.a., as of May 20, 2020)

Evolution of Slovakia’s rating

Source: Bloomberg, Ardal

0.55%

-1.0%

-0.5%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

Ge

rma

ny

Neth

erla

nds

Fin

lan

d

Au

str

ia

Fra

nce

Be

lgiu

m

Ire

lan

d

Latv

ia

Slo

vakia

Slo

venia

Sp

ain

Po

rtuga

l

Cze

ch R

ep.

Po

lan

d

Italy

Hungary

1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020

S&P

Moody's

Fitch

A+

A

A-

BBB+

BBB

BBB-

BB+

BB

BB-

0

10

20

30

40

50

60

70

80

90

100

110

120

130

140

-1.5%

-1.0%

-0.5%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%Slovakia

Germany

spread (rhs)

9

BANKING SECTOR IS STABLE, WELL CAPITALIZED

AND PROFITABLE

Funding of banks in Slovakia is dominated by retail and

corporate deposits, LTD is 105%

Gross NPLs in Slovakia are below-EU, CAR is above

17%

Slovak banks are profitable, albeit in recent years profits

came under pressure due to bank levy, intense

competition and margin pressure

In 2020, Bank Levy was increased from 0.20% of the

base (all liabilities ex equity) to 0.40%. Banks challenge

this increase in the Slovak Constitutional Court and EU

Commission

ROE(%, as of 2019)

Principal funding sources of Slovak

banking sector(%, as of 2019)

Source: NBS, EBA

72.1%

5.1%

8.3%

10.4%

equity

private deposits

2.6%public deposits

interbank deposits

issued bonds 1.4%

other

NPL(%, as of 2019)

5.8%

10.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

DE

GR

PT

IS*

FI

GB IE IT

EU

MT

LU

CY

*F

RE

SB

EN

LD

KA

TE

EP

LH

RS

K SI

NO LV

BG

SE

LT

RO

CZ

HU

2.6%2.7%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

SE

LU

NO

DE

GB

CZ FI

LT

EE

DK

LV

NL

BE

AT

FR

SK

IS*

EU

MT

ES IE SI

RO

HR

HU

PL

PT IT

BG

10

HOUSEHOLD DEBT IS RISING, YET DEBT SERVICE

REMAINS MANAGEABLE

Slovak household debt has been for years

increasing at the fastest clip in the EU, debt

relative to income and GDP is above CEE

countries, but remains below Western EU

countries (except Italy)

Thanks to rising income and low interest rates,

debt service meanwhile remains at a manageable

levels and NPLs were historic low in early 2020

Household debt to income(%, change 2018/2008, stock as of 2018)

Debt service to income(%, HFCS survey 2017, households with debt payments)

Source: ECB, Eurostat11

234.4%

202.0%

199.1%

173.9%

161.6%

145.3%

123.5%

120.7%

114.4%

102.8%

96.0%

95.9%

95.2%

83.7%

83.2%

69.3%

68.4%

61.0%

60.7%

59.7%

45.1%

37.3%

33.5%

32.2%

24.7%

0% 100% 200% 300%

Denmark

Norway

Netherlands

Luxembourg

Sweden

Cyprus

UK

Ireland

Finland

Belgium

Portugal

France

Spain

Germany

Austria

Slovakia

Estonia

Italy

Czechia

Poland

Slovenia

Lithuania

Latvia

Hungary

Romania

-78.5%

-37.5%

-31.6%

-29.6%

-28.9%

-27.1%

-18.8%

-16.4%

-8.0%

-7.1%

-6.7%

-6.6%

-5.1%

-0.8%

-0.2%

2.7%

4.4%

12.5%

12.7%

18.1%

19.7%

22.2%

29.2%

33.3%

34.4%

37.7%

-80% -40% 0% 40%

Ireland

Spain

Latvia

Hungary

Portugal

Denmark

Estonia

Netherlands

UK

Germany

Romania

Lithuania

Cyprus

Ireland

Austria

Slovenia

Italy

Czechia

Poland

Finland

France

Belgium

Sweden

Norway

Slovakia

Luxembourg

11.4%13.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

AT

EE

LT

DE

LV

HU FI

PL

SK IT IE

GR SI

Eu

roare

a

MT

NL

PT

BE

ES

LU

HR

FR

CY

REAL ESTATE MARKET IS NOW FAST

DEVELOPING, SUPPLY RESPONDS TO DEMAND...

Slovak residential property market went

through a boom and bust in the run-up to 2008

crisis and euro adoption in January 2009

Market started to recover in 2014. Since then

property prices were growing cca.6-8%y/y on

average, depending on methodology (NBS vs

Eurostat methodology)

Slovak real estate price growth though is not

excessive in regional comparison, prices in the

neighboring Czech Republic and Hungary have

growth faster in the past three years

Property price development(EUR per m2, offered – NBS methodology)

Housing under construction(units)

Property price inflation(cumulative increase in the past 4 years, 4Q20 vs 4Q16)

Source: Slovak Stats Office, Eurostat, NBS

Flats

Family houses

Total

900

1100

1300

1500

1700

1900

4Q06 4Q07 4Q08 4Q09 4Q10 4Q11 4Q12 4Q13 4Q14 4Q15 4Q16 4Q17 4Q18 4Q19

25.3%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

Italy

Cyp

rus

Fin

lan

d

Sw

ed

en

United K

ingdom

Denm

ark

Fra

nce

Be

lgiu

m

Rom

ania

Ma

lta

Sp

ain

Au

str

ia

Germ

any

Esto

nia

Irela

nd

Bu

lga

ria

Lith

uania

Po

lan

d

Cro

atia

Slo

vakia

Neth

erla

nds

Slo

ve

nia

Luxem

bourg

Cze

chia

Latv

ia

Po

rtuga

l

78 974

0

10 000

20 000

30 000

40 000

50 000

60 000

70 000

80 000

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

12

...PRICES REMAIN BELOW „RISK ZONE“

13

Bubble

Composite index of housing price development

Risk

Boom

Balance

Slump

-3

-2

-1

0

1

2

3

4

4Q

06

1Q

18

3Q

16

2Q

18

3Q

14

1Q

07

2Q

06

3Q

06

3Q

09

2Q

07

2Q

19

2Q

09

3Q

07

4Q

10

4Q

07

1Q

16

1Q

08

2Q

08

2Q

13

4Q

09

3Q

08

3Q

17

1Q

09

4Q

08

1Q

10

2Q

10

3Q

10

1Q

11

4Q

13

2Q

11

3Q

11

4Q

17

4Q

11

1Q

12

2Q

12

3Q

19

3Q

12

4Q

12

1Q

13

3Q

13

4Q

18

1Q

17

2Q

14

4Q

14

1Q

15

2Q

15

3Q

15

1Q

14

2Q

16

4Q

16

2Q

17

3Q

18

1Q

19

4Q

19

4Q

15

CI_Total CI_Flats Only

Source: analysis of NBS

Note:

The Composite Index comprises five sub-indices. The index is calculated as the average of trend-adjusted and standardized indicators, weighted using a principal component analysis.

The index level shows the deviation in standard deviations from the average, normalized to zero. The index value is categorized into one of five levels based on the current value: downward

trend (below -1), balance (between -1 and 0), boom (between 0 and 1), risk (between 1 and 2) and bubble (above 2).

Most recent increase in prices have been offset by the decline in mortgage rates, leaving the NBS-

modelled total Composite Index of housing price development (CI_Total) in the „Boom“ zone, above

the „Balance“ but still comfortably below the „Risk“ zone

HOUSING AFFORDABILITY STILL REMAINS

REASONABLE

Market is driven by mortgages for real homes,

speculative demand is rather marginal when

compared to boom/bust a decade ago. Home

ownership is high at 90% (EU average is 75%)

Price to income ratio is still reasonable and

broadly stable in recent years

Factoring in declining mortgage rates, housing

affordability hovers near all-time best

Rates on new housing loans(% p.a., APR)

Property price to income ratio(1Q 05=100)

Source: NBS, Slovak Stats Office

Housing Affordability Index(% vs historic average, by regions, prices of flats)

14

“overvalued”

“undervalued”

Slovakia

Eurozone

Difference

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

3-09 3-10 3-11 3-12 3-13 3-14 3-15 3-16 3-17 3-18 3-19 3-20

80

90

100

110

120

130

140

1Q05 3Q06 1Q08 3Q09 1Q11 3Q12 1Q14 3Q15 1Q17 3Q18 1Q20

Long-term average

CONTENT

Slovakia at a Glance

Intesa Sanpaolo Group

VUB at a Glance

VUB's Mortgage activity

VUB's Covered Bonds

15

INTESA SANPAOLO GROUP AT A GLANCE

Total Assets EUR 816,012 mln

Operating Income EUR 18,083 mln

2019 Net Income EUR 4,182 mln

Common Equity(*) Ratio 14.1%

Presence in 37 countries

Customers ~19.0 mln (of which ~11.8 mln in Italy)

Branches 4,799 (of which 3,752 in Italy)

Employees 89,102

16

MOODY'S

Long-term: Baa1

Short-term: P-2

Outlook: Negative

S&P GLOBAL RATINGS

Long-term: BBB

Short-term: A-2

Outlook: Negative

FITCH RATINGS

Long-term: BBB

Short-term: F2

Viability: bbb

Outlook: Negative

DBRS Morningstar

Long-term: BBB (high)

Short-term: R-1 (low)

Trend Long-term: Stable

Trend Short-term: Stable

Figures as at 31 December 2019

(*) Pro-forma fully loaded Basel 3 (31.12.19 financial statements considering the total absorption of DTA related to IFRS9 FTA, goodwill realignment/adjustments to loans/non-

taxable public cash contribution of €1,285m covering the integration and rationalisation charges relating to the acquisition of the operations of the two former Venetian banks, the

expected absorption of DTA on losses carried forward and the expected distribution of FY19 Net income of insurance companies exceeding reserves already distributed in 1Q19)

INTESA SANPAOLO SOLID VALUE CREATION FOR ALL STAKEHOLDERS

17

Clients

Shareholders

Employees

A real-economy Bank, that supports the real economy, leveraging a strong balance sheet

to match healthy credit demand, and manages the financial wealth of clients with care

A simple yet innovative Bank, acting with a truly multi-channel model

A Bank with sustainable profitability in which operating performance, productivity, risk profile,

liquidity and solidity/leverage are carefully balanced

Strong and increasing cash dividend distribution over the course of the 2014-2017 Business

Plan: EUR 1.2 bln paid for 2014, EUR 2.4 bln paid for 2015, EUR 3 bln paid for 2016 and

EUR 3.4 bln paid for 2017. In the 2018-2021 Business Plan, commitment to paying out 85%

of net income as cash dividends for 2018, 80% for 2019, 75% for 2020 and 70% for 2021:

EUR 3.4 bln of dividends paid for 2018, EUR 3.4bn of dividends proposed for 2019

Empowered and motivated people through training, job re-allocation, acknowledgement of

individual merit in career development, flexibility programs and upgrade of long-term

incentives linked to productivity and results

Society and

Environment

A Bank with a distinctive identity/reputation, committed to contributing to the growth and

development of the economy and society

CSR deeply rooted in all business areas and staff functions, embedded in the Bank’s

strategy, supporting social and environmental value creation for a long-term economic

development and respecting all stakeholders

INTESA SANPAOLO – LEADERSHIP IN ITALY BUILT

ON LONG-STANDING RELATIONSHIPS WITH

CUSTOMERS ...

Figures as at 31 December 2019

(1) Including bonds

(2) Mutual funds; data as at 30 September 2019

(3) Data as at 30 September 2019

RANKING

IN ITALY

Asset Management (2)

1

1

1 Pension Funds (3)

1

Loans

Deposits (1)

17.0%

18.2%

21.1%

23.0%

18

…ON A EUROPEAN SCALE

Eurozone

rankingBanks’ market capitalisation (EUR bln)

6

123.6

55.3

54.72

68.3

4

8

18.8

31.2

7

33.5

29.9

28.9

38.4

38.5

28.8

10

25.9

25.8

25.1

5

25.0

41.0

23.7

20.9

21.8

3

17.9

16.3

1

9

11

HSBC

Sberbank

Banco Santander

BNP Paribas

Lloyds Banking Group

Intesa Sanpaolo

UBS

ING

Crédit Agricole

Barclays

BBVA

Nordea Bank

Credit Suisse

UniCredit

Royal B. of Scotland

KBC

DNB

Société Générale

Standard Chartered

SEB

Svenska Handelsb

Deutsche Bank

19Source: Bloomberg, prices as at 28 February 2020

INTESA SANPAOLO A CUSTOMER-ORIENTED ORGANISATION

20

Corporate and

Investment

Banking Division

Stefano

Barrese

Banca dei Territori

Division(*)

International

Subsidiary Banks

Division

Marco Elio

Rottigni

Asset

Management

Division

Saverio

Perissinotto

Mauro

Micillo

Private Banking

Division

Nicola Maria

Fioravanti

Insurance

Division

Managing Director and CEO

Carlo Messina

Tommaso

Corcos

(*) Domestic Commercial Banking

INTESA SANPAOLO THE INTERNATIONAL SUBSIDIARY BANKS DIVISION

7.0 million

Customers

and

995 Branches

in 12 Countries

Strategic international presence in commercial banking in Central Eastern Europe and Middle

Eastern and North African areas

Egypt

Albania

Bosnia and Herzegovina

Croatia

Czech Republic

Romania

Serbia

Moldova

Slovenia

UkraineHungary

Slovakia

Figures as at 31 December 201921

INTESA SANPAOLO INTERNATIONAL PRESENCE OF THE GROUP PRODUCT COMPANIES

22

PRODUCT COMPANIES

Consumer Credit,

E-money and

Payment

Systems

Leasing

Wealth

Management

Consumer Credit,

E-money and

Payment

Systems

Leasing

CONTENT

Slovakia at a Glance

Intesa Sanpaolo Group

VUB at a Glance

VUB's Mortgage activity

VUB's Covered Bonds

23

VUB AT A GLANCE

# 2nd Largest Banking Group in Slovakia Total assets and profitability (1) Strong Credit Ratings

VUB Group with:

Total Assets: EUR 17.6 bln

Revenues: EUR 449.1 mln

Net Profit: EUR 120 mln

Clients: ≈ 1.2 mln

Key economic and financial figures:

Total Assets: EUR 17.4 bln

Net Profit: EUR 114 mln

NII: EUR 325 mln

ROE: 9.91%

ROA: 0.85%

C/I: 51.0%Baa1 A2Moody’s

VUB is rated by Moody’s A2, according to

which VUB is profiting from its good

financial condition and good profitability

VUB Group – Structure Ownership # 2nd Largest retail network in Slovakia

Market Position and ranking in Slovakia(2)

97.03% of VUB Bank share capital is

owned by Intesa Sanpaolo Banking Group

2.97% of VUB Bank share capital is held by

minority shareholders

Significant sales force based on a

strong nationwide retail network with

207 domestic branches and 1 branch

located in the Czech Republic

Strong Market share in all key product segments:

#1 Gross Loans: 21.2%

#2 Housing Loans: 23.7%

#2 Branches: 17.9%

#2 Total Assets: 20.5%

#2 Asset Management: 17.2%

#2 Deposits: 18.9%

Currently close to 70% of revenues are derived from

Retail Banking and Consumer Finance Activities

ISP S.p.A.

(100%)

Minority shareholders

(2.97%)

ISP Holding International

S.A.

(97.03%)

VUB

VUB Leasing

(100%)

VUB Generali Pension

Fund

(50%)

24Source: (1) Individual financial statements; (2) NBS

VUB Group VUB Bank

Figures as of 31 December 2019

BRIEF HISTORY

1990 - 1998 State owned / controlled universal bank with primary focus on commercial sector

1997 VUB as the first issuer of Mortgage Bonds in Slovakia

2000 - 2001 Privatization of the bank: Intesa Sanpaolo obtained 95% share in 11/2001

2002 - 2004 Restructured and refocused under Intesa Sanpaolo ownership

2004 Purchase of CFH (Consumer Finance)

2004 - 2005 Establishment of pension fund JV of VUB Bank and Generali insurer, VUB Generali now 3.largest in Slovakia

2007 Purchase of BOF Leasing, rebranded as VUB Leasing since 2010

2013 EMTN Mortgage Covered Bond Program established

2017First sub-benchmark Covered Bond issued in Slovakia by VUB Bank

Consumer Finance Holding and VUB Factoring merged with VUB Bank

2018 New legislation relating to Covered Bonds adopted in Slovakia

2019First Slovak benchmark Covered Bond issued by VUB (included in the IBoxx_€_covered index)

25

SECOND LARGEST IN SLOVAKIA

Bank

Slovenská sporiteľňa

VUB

Tatra banka

ČSOB

Poštová banka

Prima banka

PSS

OTP banka

Shareholder structure

Erste Bank

100%

Intesa Sanpaolo 97.03%

Raiffeisen Bank

79%

KBC

100%

J&T Finance 51.7% J&T Banka 36.4%

Penta Investments 99.5%

Erste Bank 35% Raiffeisen 32.5%

Bausparkasse 32.5%

OTP Bank

99.2%

Total assets

(EUR bln)

18.6

17.4

14.3

8.7

4.4

4.2

3.0

1.4

Market share

(%)

22.0

20.5

16.9

10.3

5.2

4.9

3.6

1.7

CAR

(%)

16.7

17.7

17.7

20.4

17.0

18.1

15.2

15.7

CET1

(%)

14.1

15.5

14.7

17.9

16.8

17.0

14.3

14.0

Source: NBS, Individual financial statements as of 31 December 201926

FINANCIAL FIGURES BALANCE SHEET STRUCTURE

Balance Sheet (BS) is showing strong performance

in commercial and sales area supporting the growth

in Loans and Client Deposits

The deposits from customers are driven by both

Retail and Corporate with main focus on retail

Financial Assets consist mainly of Slovak, Italian

Government bonds and other EU state and covered

bonds

Loans to banks represent placements of excess of

liquidity mainly in Group banks

Due to banks comprise long term funding from EIB,

EBRD, Short and Mid Term deposits from ISP

Milano

Debt securities issued represent issued

Mortgage/Covered Bonds

834

Assets

17,155

218Cash and balances with CBs

14,083

1,694325

Due from Banks

Loans and receivables with customers

Other Financial Assets

Other Assets

206

11,871

3,087

17,155

1,591200 199

Liabilities

Equity

Deposits from banks

Deposits from customers

Debt securities in issue

Subordinated debt

Other Liabilities

EUR mln

Individual Balance Sheet as of 31 March 2020

Development

17,155

1Q2020

16,710

1Q2019

+2.7%

13,541

1Q2019 1Q2020

14,083

+4.0%

11,093

1Q2019 1Q2020

11,871

+7.0%

2,844

1Q2019 1Q2020

3,087

+8.5%

Balance Sheet Loans to Customer Customer Deposits Securities Issued

EUR mln

27Source: Individual financial statements as of 31 March 2020

FINANCIAL FIGURES BUSINESS DEVELOPMENT

Strong growth in Retail lending is

driven by active participation on the

Mortgage lending, which continued in

1Q 2020 despite the starting impacts

of Covid-19

Corporate lending supports the

overall strong lending position of the

bank with stable volume and

profitability

The Bank increased the base of

customers deposits (YoY 7%) and

thus preserved its liquidity position. In

order to support further growth of

loans, the Bank remains focused

mainly on the retail deposits in the

upcoming period. This allows the

Group to focus on further

improvement of the main services to

customers such as loans to

households, companies and

municipalities

Loans to Customers

Customer Deposits

EUR mln

EUR mln

28Source: Individual financial statements as of 31 March 2020

4Q2019 1Q20201Q2019

13,541

2Q2019 3Q2019

Retail -mortgage

Corporate

Retail - other lending

13,841 14,189 14,078 14,083

+4.0%

11,093

1Q2019 2Q2019

11,570

3Q2019

11,764 11,927

4Q2019

11,871

1Q2020

+7.0%

CAPITAL STRUCTURE AND LIQUIDITY POSITION

29Figures as of 31 December 2019 based on consolidated basis

Total Capital Ratio RWA

Capital Structure

Liquidity Coverage Ratio (LCR):

well above Basel 3 requirements (set to 100%)

and

above recommendation of National Bank of

Slovakia (buffer set to 115%)

Net Stable Funding Ratio (NSFR)

well above Basel 3 requirements (set to 100%)

Capital Asset Ratio (CAR) at 17.38%

>100 >100

LCR NSFR

Liquidity Position

CET1 ratio reached 15.26% in 2019

15.77% 14.89% 15.26%

2.47%2.29% 2.12%

2017 2018 2019

CET1 ratio Tier 2 ratio

18.24% 17.18%

8,542 9,212 9,019

17.38%

18.24%

17.18%

17.38%

2017 2018 2019

CAR

FINANCIAL FIGURESPROFITABILITY

EUR mln

Revenues Net InterestOperating Costs

109

1Q19

432

4Q19

215322

2Q19 3Q19

100

1Q20

-8.5%

86

1Q19

251171

2Q19

325

3Q19 4Q19

71

1Q20

-17.8%

166

1Q19

54

3Q192Q19

110

221

54

4Q19 1Q20

+0.8%

The Revenues of the bank have

decreased year over year. The

decrease is driven primarily by

lowering the interest rates

The bank showed slight rise of

operating costs (0.8%) due to the

IFRS 16 impacts mainly

NII was primarily impacted by the

low interest rates also coming from

increasing competition on the

Mortgage and Consumer loans

market, partially compensated by

the increasing volumes. In 1Q2019

VUB still held significant

placements in CZK in ČNB and

high yield Slovak Government

bonds

ROE down 6.6% due to decrease

of the profit (lower revenue and

higher provisions and bank levy)

ROA shows negative development

YoY with lower net income and

increase of total assets

C/I ratio increased by 5.0% due to

lower income mainly

ROE (on yearly basis)

4Q191Q19

9.9%11.2%9.6%

2Q19 3Q19

10.0%

4.6%

1Q20

-6.6%

ROA (on yearly basis)

4Q19

1.1%

3Q192Q191Q19

0.8% 0.9% 0.8%

0.4%

1Q20

-0.7%

Cost / Income Ratio (excl. Bank Levy)

4Q19

49.6%

1Q19 1Q20

51.6%51.3%

2Q19

51.0% 54.6%

3Q19

+5.0%

Profit After Tax and Dividend Payout

30Source: Individual financial statements as of 31 March 2020

0

50

150

100

200

144160

91

2017

156

2018

125 114

2019

80% 80%

80% Dividend payout

Profit after tax

VUB – THINKING GREEN

31

The environmental protection and sustainable development is a natural part of VUB’s

operations.

VUB’s Environmental Policy focuses on:

support for investment projects concentrating on energy saving and renewable resources

saving measures to reduce energy and material consumption

waste sorting and measures reducing waste production

raising the environmental awareness among employees

VUB has adopted an Environmental Sustainability Action Plan, concentrating on energy savings:

replacement of obsolete electrical appliances with new ones featuring on the highest ecological parameters

complex introduction of LED technology

optimization of heating systems

replacement of measuring and control systems and technology

VUB adheres to UN Global Compact and Equator Principles taking a responsible approach to

project financing and lending

VUB Foundation widely supports community projects focused on:

mitigating the environmental impact of climate changes

protection and preservation of natural heritage of Slovakia

supporting education in the environmental area, activists and volunteers with an active approach to protect the nature

CONTENT

Slovakia at a Glance

Intesa Sanpaolo Group

VUB at a Glance

VUB's Mortgage activity

VUB's Covered Bonds

32

ORIGINATION AND UNDERWRITING

Underwriting

& Risk

Policies

Property

Valuation &

Collateral

Management

Sales force

All risk policies related to origination are applied equally on all mortgages regardless of their presence in the cover

pool. Portfolio management and monitoring is performed on all mortgages, with possibility to distinguish between those in

and out of the cover pool

Credit delegated powers are fully centralized and granted only within risk management division at VUB headquarters. All

mortgage applications in terms of credit are processed with steps that are either automated (by rules in risk policies) or

executed by corresponding risk management roles under credit delegated powers policies

Mortgage underwriting techniques includes rating cut-offs according to PDs with corresponding risk based pricing,

income verification required by the local regulator including operational stress test on interest rate, Loan to Value policy

based on several LGD impacting variables and their combinations, and methodology for collateral value acceptance on the

top of official external evaluations

Debt capacity / ability to repay the loans is evaluated in accordance with valid local regulation in all cases. Income as well

financial expenditures must be verified through independent source (pure client statement is not acceptable). Credit bureau

information are always taken into consideration (credit behavior, debt service). The 4-eye principle is followed in any case.

When fraudulent characteristics are identified, case is specially investigated by fraud department

Collateral valuation at loan origination:

The value used as reference by VUB is the lower of (i) purchase price and (ii) collateral value resulting from an external

valuation performed by an appraiser with valid license in the relevant area or internal valuation

Such value is reviewed by an internal appraiser who may validate such value or apply additional haircut

Process of collateral valuation is independent from credit decision (regulatory requirement)

Collateral revaluation:

Revaluation of Residential Real Estates (RRE) is performed on annually basis using a statistical model. Such model is

based on (i) external market data (GfK Purchasing Power Index (PPI)) and (ii) internal market data (valuation of comparable

properties made for recently approved applications)

All mortgages are originated either directly through VUB branches or through commercial agreements with more

than 50 external partners (have just the first contact with the client, the processing of the loan brought is done at the

branch)

Most of the external partners are concentrated in the region of Bratislava

33

HOUSING LOAN LIFECYCLE

APPLICATION

Collection of

documents from the

borrower:

• ID

• Income

verification via

third party-credit

bureau or Social

Insurance or

confirmation on

tax declaration,

• Information on the

applicant

• Type of job

• Expenses

COLLATERAL SPECIFICATION

• Purpose documents

• Collateral documents & External

experts appraisal

YES

(within 72h)

AUTOMATIC

CONTRACT

GENERATION

Execution of loan

& guarantor's

contract and other

docs, e.g. for

collateral

insurance

CONTRACT

SIGNATURE

DISBURSEMENT

(within app. 1-2W)

Registration of the

lien over the

property – loan

disbursement

possible upon the

seal/pledge

proposal

confirmation

1ST DRAWDOWN

Docs necessary for

disbursement given

by contract

CENTRAL LOAN

SUPPORT

conditions fulfillment

verification

NEXT DRAWDOWN

(if in tranches)

TRANCHE

DISBURSEMENT

VERIFICATION

LOAN ADMINISTRATION

during its maturity date:

• Contractual changes

• Repayments (partial/full)

• Other services/ Bank

confirmations

• Contractual/ specific

conditions fulfilment

monitoring

ACQUITTANCE

1ST PHASE

2ND PHASE AFTER-

SALES

ACTIVITIES

RECOVERY PROCESS

by Recovery

Department

Branch Risk/S1/Credit flow Back Office Each mentioned department involved

34

UNDERWRITING

(Internal rating and scoring)

Assessment of the borrower's

credit worthiness using third

party verification SRBI, NRKI,

Social insurance => max.

mortgage amount calculation

incl. DTI, DSTI limits

COLLATERAL

VALUATION

process is

independent from

credit decision

(regulatory

requirement)

FINAL DECISION

• Final pricing and loan conditions

determination

• Final loan amount determination to

possible LTV / Debt capacity setting

TRANCHE

VOLUMES

APPROVED BY

RISK

Housing loans credit

approving

competencies

Credit Analyst (≤ 130 ths), Senior Credit Analyst (≤ 250 ths), Secured Loans Analyst Team Leader (≤ 300

ths), Head of Office Retail Underwriting (≤ 350 ths), Head of Corporate and Retail Underwriting Dpt. (≤ 500

ths), Head of Risk Management Division=MB Member(≤ 3 000 ths), Corporate Credit Committee (≥ 3 000 ths)

CREDIT SCORING TOOLS

• Approval process for all segments

• Risk margin calculation and Pricing determination

• Income of client determination

• Loan amount determination / Debt capacity setting

• Collateral value revaluation

• Re-fix of loan interest rate

• Provisioning

• RWA and Capital calculation

• Monitoring of clients and portfolio

Usage of Credit risk models in the BankThe models used in the bank are covering following areas

Managerial purposes (Underwriting, Monitoring, Pricing, Provisioning)

Regulatory purposes (RWA calculation)

Generally, the models enter into the processes from the origination of a loan and are used during

the whole life-time of a loan as well

35

Origination

of a Loan

Life-time

of a Loan

ARREARS COLLECTION POLICY

36

1

DPD

30

DPD

60 – 180

DPD

180+

DPD

- The client is contacted by phone SMS or formal

letter for a soft reminder of the unpaid receivables

4 weeks

- Recording info into

Credex (1) (payment

promise details)

S

O

F

T

C

O

L

L

E

C

T

I

O

N

H

A

R

D

C

O

L

L

E

C

T

I

O

N

- The borrower is contacted by phone to

understand the reason of the overdue

- Second SMS and letter sent

- Possible restructuring of the unpaid debt

- Request for payment of the unpaid

- Recording info into Credex

(payment promise details)

4 weeks

12 weeks

(applied 3 times

– every month)

- The client is contacted by phone explaining the

potential risk of not paying

- Last reminder (SMS and letter) sent out

- Formal request for payment of the unpaid

- The last pre-termination letter sent to the client

- If no feedback from client has been received, loan is accelerated (the

whole amount becomes due and payable)

- After loan acceleration, client has the following alternative to work out:

- Recording payment promise in

Credex

- If actions above do not succeed,

client is automatically transferred

to Hard Collection Module in

Credex

(1) Credex is VUB IT system designed for collection activities only

INTERNAL PROCESSES AND DOCUMENTSACTION TAKENTIMING

Service

approach

Service/

Standard

approach

Standard

approach

Hard

collection

process

starts

Final

step -

Auction

First/

Second

Step

Voluntary repayment

of the whole loan

Repayment

schedule

- Property sold by the client: the

client should sell the property

by 6 months form the

agreement

- Best choice for the Bank

- The whole loan amount will be

repaid by the client through an

updated amortisation plan

- The best choice for the client

- Monitored automatically

- If alternatives above do not succeed, properties are auctioned

- Standard process set up with Auction company

- Worst choice for client, simple process for the Bank

- No intervention of the Court while selling the assets

- Collateral realisation through auction takes in average from 3 to 9 months

since process triggered

Up to final

recovery

03/2018 03/2019 03/202003/2018 03/2019 03/2020

MORTGAGE BUSINESSFURTHER DETAILS

Yearly Contracts Growth (contracts EOM)

Yearly Outstanding Growth (outstanding EOM)

In the last few years, VUB has experienced a solid growth due to successful mortgage campaigns and still strong

demand from customers side

Mortgage growth at the beginning of 2017 slowed down mainly due to newly introduced NBS macro prudential rules in order to

slowdown the trend in development of overall indebtedness of Slovak households and mitigate unfavorable

development on real estate market values

• LTV limits on new production within LTV buckets 80%-100%, 90%-100% and 100%+ (50% share of volumes on LTV bucket

80-100% and 10% on LTV bucket 90-100% was allowed, but currently only 20% within LTV 80-90%. 0% with LTV above

90% is allowed since 07/2019). Net refinancing mortgage loans production is not limited

• DSTI: The consumer's ability to repay couldn’t exceed 80% of net income less the subsistence minimum (with gradual

increase of buffer from 5% to 20% in period 01/2017 - 07/2018), till 12/2019. Since 01/2020, 40% buffer is requested, with

some allowed exceptions (5% of new loans + additional 5% for loans with maturity <= 5)

• DTI (debt-to-income) introduced later in 2018 should not exceed 8. The maximum share of new loans with DTI above 8 was

set to 10% for 1Q2018 and decreased to 5% (+ 5% if additional conditions are met) in 3Q2019 37

110,875119,409

128,740

+7.7%+7.8%

Number of Housing Loans

5,523

6,350

7,130+15.0%

+12.3%

Outstanding of Housing Loans

EUR mlnUnits

CONTENT

Slovakia at a Glance

Intesa Sanpaolo Group

VUB at a Glance

VUB's Mortgage Activity

VUB's Covered Bonds

38

SLOVAK CB LEGISLATION AT A GLANCE COVERED BOND LEGISLATION IN FORCE SINCE JAN 2018

39

The issuer – in addition to standard banking license - must obtain prior consent of the NBS to issue

covered bonds

On-balance sheet segregation: cover assets remain on issuer's balance sheet but constitute a

‘separate’ estate

The issuer must maintain a Covered Bonds Register ("Covered Bond Estate") into which assets

and proceeds from the cover pool are individually recorded

NBS decree established all information to be included (since Jan 2019) in the Covered Bond

Register

Bankruptcy remoteness: inclusion in the Register has the same effect as true sale in case of

bankruptcy proceedings:

the Covered Bonds Estate is not part of the bankruptcy general estate: proceeds from the cover assets may

only be used to satisfy the claims of the covered bondholders

Bankruptcy proceedings do not automatically cause the acceleration of Slovak covered bonds

Dual recourse: covered bondholders have recourse against both:

the Covered Bonds Estate

the general estate of the Issuer

SLOVAK CB LEGISLATION AT A GLANCE COVER POOL COMPOSITION

40

Base Assets:

at least 90% of the aggregate value of the cover pool (excluding the Liquid Assets)

residential mortgage loans to individuals

original term up to 30 years

LTV up to 80%

exclusion and deletion of the loans whose debtor is defaulted from the Covered Bond Register (does not apply to

loans with repayments postponed due to Covid-19 legislation, as they are not considered "defaulted“)

properties located in the Slovak Republic

Substitute Assets:

up to 10% of the aggregate value of the cover pool less the Liquid Assets

cash or deposits with NBS, ECB, EU Member state central bank and all other assets that meet conditions under

Article 129 (1)(c) of EU Regulation No. 575/2013

Hedging derivatives:

cash flows and posted collateral of derivative whose purpose is to manage and mitigate currency or interest rate

risk connected with issued CBs

Liquid Assets:

required to cover 180-days expected negative cash flows from the CB, if any

HQLA Tier 1 & Tier 2A assets under Articles 10 and 11 of EU Regulation 2015/61

SLOVAK CB LEGISLATION AT A GLANCE THE COVERED BOND PROGRAMME MONITOR

41

Is an independent individual appointed (and revoked) by the NBS, acting on its own initiative or

on the proposal of the issuer

Before issuance of CB, Programme Monitor:

verifies that assets that are going to be added to the cover pool fulfill eligibility requirements

issues a written certificate confirming that covered bonds are covered and that an entry in the Covered Bond

Register has been made

verifies issuer's compliance with all legal and regulatory requirements with regard to covered bonds

At least once a month checks:

Cover assets consistency with regulatory requirements

If requirements in relation to the Covered Bond Register are met

By 30 April of each year submits to NBS a report on previous year containing, inter alia, information

about

issues of CB (number, volume, issue proceeds)

cover pool (both composition and assets characteristics)

reasons for material changes in replenishing, or elimination of assets from the cover pool

estimated liabilities & stress tests calculation

SLOVAK CB LEGISLATION AT A GLANCE SPECIAL LEGAL INSTITUTION – COVERED BOND PROGRAMME TRANSFER

42

A transfer of CB programme is expected to be used mostly in special circumstances where the

bank issuing CBs is subject to involuntary administration or bankruptcy proceedings

Involuntary administrator or trustee operates the CB Programme of the issuing bank and shall:

cooperate with the Programme Monitor

assess with due professional care whether or not the further management of the CB programme would result in

an overall decrease in satisfaction of the owners of CBs

Involuntary administrator/trustee can, with the prior approval of the NBS, transfer the whole CB

Programme to another authorized Slovak bankProgramme transfer shall be carried out within one year from the notification to the NBS. Involuntary administrator/bankruptcy trustee

could request a one year extension to terminate the transfer process

soft bullet extension: pending the transfer, the final maturity of the covered bonds, whose original maturity expires during the period

of the transfer, will be extended by a maximum of one year (or two years in total, in case of repeated attempt to transfer)

no suspension of interest payments on the covered bonds due to maturity extension

If the trustee fails to transfer the CB Programme, it is entitled to transfer receivables arising under

mortgage loans included in the assets of the cover pool for remuneration to bank, foreign bank,

branch of a foreign bank.

Acceleration and early repayment of CB are triggered as of the date the trustee terminates the

operation of the bankrupt bank's business after declaration of bankruptcy which generally follows

immediately after the trustee has failed to ensure realisation of the bankrupt bank's assets via the

transfer of the CB programme.

SLOVAK CB LEGISLATION AT A GLANCEMANDATORY TESTS

43

• the value of the cover pool must be at least 105% of the nominal amountof outstanding covered bonds (&related costs)

Overcollateralisation – minimum level 5%

• testing of credit risk, interest risk, currency risk, liquidity risk, counterpartyrisk, operative risk and risk of decrease in property’s value. Theparameters of the stress testing are to correspond with the parametersused in the evaluation of capital adequacy of the Issuing Bank

• carried out at least once per year

Stress Test

• all estimated negative cash flows, if any, during the following 180-daysshall be covered with a buffer of Liquid Assets

• performed on a daily basis

Liquidity test

COVERED BOND LEGISLATIVE FRAMEWORK COMPARISON

SlovakiaAustria - Fundierte

BankschuldverschreibungPoland GERMAN Pfandbrief

France - Société de Financement del'Habitat SFH

IssuerUniversal credit institution with a prior approvalfor activities connected with Covered Bond Programme

Universal credit institution with a special license

Specialized credit institution

Apart from the mortgage banks, also 1 state bank (Bank Gospodarstwa Krajowego) is allowed to issue covered bonds in Poland.

The issuer of Pfandbrief is no longer required to be a specialised bank. Any entity which is allowed to exercise all activities of a credit institution - Core Capital of at least 25mn eur- General Banking license - Suitable risk management procedures

Licensed specialist institutions, so-called Societede Financement de l'Habitat (SFH)

Cover AssetsStructure

On balance sheet but maintained in a separate cover register

Cover assets are held for the issuer by the credit institution acting as fiduciary

Cover assets held on balance sheet of the issuer but are maintained in a separate cover register

Cover assets held on balance sheet of the issuer but are maintained in a separate cover register

At parent institution, but pledged to issuer (SFH) Transfer according to trigger event

Regulatory supervision and Supervision Authority

Yes with additional requirements compared to general banking supervision regulations.Special supervision by NBS

FMA

Yes, with additional requirements compared to general banking supervision regulations. Supervised by Polish Financial SupervisionAuthority (Komisja Nadzoru Finansowego, KNF)

Yes, use of each of the respective Pfandbrief types is subject to a licenseSupervised by Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin)

Yes, SFH is a mortgage credit institution under French Banking lawSupervised by French banking regulator (ACP), Comite des Etablissements de Credit et des Entreprises d'Investissement (CECEI), Autoritedes Marches Financiers (AMF) and special controller

Elligible Underlying AssetsResidential mortgage loans, up to 30 years granted to retail customers

Exposures to public sector entitiesMortgage loans (Mortgage loans for the purpose of this question are taken to include guaranteed real-estate loans.)Exposures to credit institutions

Exposures to public sector entities, mortgage loans (Mortgage loans for the purpose of this question are taken to include guaranteed real-estate loans.)

Residential and commercial mortgage loans, public-sector assets, aircraft and ship mortgages

Residential property loans only

Cover Pool AssetsUnderlying assets, substitution assets, currency and interest rate hedging derivatives, liquid assets

Public-sector loans, residential and commercialPublic sector loans, Mortgage loans, Derivatives (up to 12%), Substitute assets

Residential mortgages Guaranteed home loans Securitisations (subject to certain criteria)

Cover Pool Geography Slovakia Austria/EEA/Switzerland EEA, OECDEEA, USA, Canada, Switzerland, Japan, Australia, New Zealand and Singapore

Asset located in the EU, the EEA or any highly rated country

Max LTV 80% not regulated Residential 80% and Commercial 60% 60% 80%

Substitution assets Up to 10% Up to 15% Up to 20% Up to 15%

Minimum legal OC 5% 2% 10% 2%on stressed present value basis Min 5%

Liquidity Securing180 days coverage of negative balance of cash flow from Covered Bonds Programme

Natural” matching (matching without the use of off-balance sheet instruments) and stress testing (Natural matching is taken to include replacing CBs with new issues, as well as substitute assets.)

Natural” matching (matching without the use of off-balance sheet instruments) and stress testing (Natural matching is taken to include replacing CBs with new issues, as well as substitute assets.)

Coverage by nominal value and by net-present value required. Specific coverage of liquidity risk over a 180 day period

Liquidity maintained for the next 180 days and ability to repo own issuances

Assets coverage testEligibility of Assets test applied daily.Coverage ratio test monthly.Yearly stress tests mandatory.

Nominal cover.Daily frequency

Nominal cover test applied daily and verifying the relation of nominal values of cover pool to covered bonds, relation of cover pool interest to covered bonds interest and level of liquidity buffer. There are additional, semi-annual tests.

Coverage is mandatory at all timesDynamic ACT, formerly 92.5% asset percentage applied to the entire poolRegulated by the issuer

Bankruptcy of parent institution / originator(s)

Assets in the cover pool are fully segregated from the general insolvency estate of the bankrupt bank. The general insolvency trustee observes special procedures that are aimed to extend covered bonds' maturity in the event of bankruptcy and postpone immediate acceleration

No acceleration of covered bonds Covered bond creditors have preferential claim on the cover assets

In case of bankruptcy of a mortgage bank the cover register shall constitute a separate bankruptcy estate which may be used exclusively to satisfy claims of covered bondholders. The court appoints the curator (Kurator) who represents the rights of covered bondholders. The soft-bullet maturity of the covered bonds is triggered automatically after insolvency.

Assets within the cover register are exempt from bankruptcy proceedings. After the launching of the insolvency proceedings, a special cover pool administrator (Sachwalter) carries out the administration of the cover assets

No acceleration of covered bonds Covered bond creditors have preferential claim on the cover assets

Independent Cover PoolMonitor

Yes Yes Yes Yes Yes

Compliance with UCITS Directive

Yes Yes Yes Yes Yes

Compliance with CRD standards

Yes Yes Yes Yes Yes

44

REGULATORY OVERVIEW

DE, FR, NL etc.

PL

NO

CA

AU, NZ

VUB

EEA

UCITS

ECB

repo

Standard

risk weight

10%

10%

10%

20%

20%

10%

LCR

1(B)

1(B)

1(B)

2A

2A

1(B)

CBPP3

Regulatory classification based on typical € covered bond benchmarks

45

VUB COVERED BOND PROGRAMMEPROGRAMME KEY FEATURES

46Figures as of 31 December 2019

Issuer Všeobecná úverová banka, a.s. (VUB)

Rating Aa2 (Moody’s)

Programme size EUR 5,000,000,000

Total CB Outstanding EUR 3,051,143,787

Cover pool Prime Slovak residential mortgage loans

Overcollateralization Minimum OC Slovak Law 5%

Current OC 14.15%

Governing Law Slovak

Maturity type 12/24 months soft-bullet feature

Paying Agent Všeobecná úverová banka, a.s. (VUB)

Programme Monitor Independent party appointed by the NBS

ListingBurza cenných papierov v Bratislave, a.s. (Bratislava Stock

Exchange), Luxembourg Stock Exchange

Clearing Slovak CSD/Euroclear/Clearstream

VUB COVERED BOND PROGRAMME PROGRAMME STRUCTURE DIAGRAM

47

Cover Pool

Assets

Liabilities

Programme Monitor

Periodic

review

Yearly/ ad hoc

reporting

Assets

General Estate

Assets

Cover Pool

Assets as

Separate

Estate

Liabilities

Involuntary administrator/trustee

in cooperation with Programme

Monitor

Cover pool

management

Periodic

reporting

Pre - bankruptcy

Post - bankruptcy

Periodic

reporting

Covered Bonds

General Estate

Liabilities

Covered

bondholder

RECOURSE

Covered

bondholder

DUAL

RECOURSE

General estate

assets

General estate

liabilities

Covered bonds

Assets

National Bank of Slovakia

National Bank of Slovakia

VUB COVERED BOND RATING

Source: Bloomberg, VUB as of May, 202048

Domestic Market Comparable Markets

Slovakia

Deposit rating CB Rating

VUB A2 Aa2

Slovenská sporiteľňa A2 Aaa

Tatra banka A3 Aaa

Czech Republic

Poland

Deposit rating CB Rating

Raiffeisenbank Baa1 Aa2

Issuer Rating CB Rating

PKO Bank Hip. Baa1 Aa3

mBank Hip. Baa2 Aa3

Pekao Hip. BBB+ A-

Estonia

Deposit rating CB Rating

Luminor Bank Baa1 Aa1

VUB COVERED BONDS OUTSTANDING ISSUANCES OVERVIEW (1/2)

Distribution by Original MaturitiesDistribution by Investors

EUR 3.1 bln of outstanding covered bonds (the largest in Slovakia)

49Figures as of 31 December 2019

36.0%

63.3%

0.7%

Domestic Small/Retail

Domestic Institutional

Foreign Institutional

100.0%

EUR

Distribution by Currency

54.0%37.0%

0.0%

7.0%

2.0%

<5Y 10 - 15 Y >20 Y

5 - 10 Y 15 - 20 Y

Maturity Profile of VUB Covered Bonds

236

48

300

420

788

217

325

550

168

0

100

200

300

400

500

600

700

800EUR mln

202420232020 20262022 20292021 2025 2027 2028 2030

and over

VUB COVERED BONDS OUTSTANDING ISSUANCES OVERVIEW (2/2)

In 2019 main focus on EUR 500 mln issue size – 2 syndicated deals

Continuing increased demand from foreign investors across all investor types – AM, Pension

Funds/Insurances, Banks & CB/OIs

Foreign investors took 90% from these issues, the biggest bulk to DACH region followed by Nordics

Total ECB participation (through the National Bank of Slovakia) just 1.4%

Source: VUB

Issue Description Date of Issue Maturity Issue Size ISIN

VUBSK 0.25 26/03/2024 March 2019 5y EUR 500 mln SK4120015108

VUBSK 0.50 26/06/2029 June 2019 10y EUR 500 mln SK4000015475

50.0%

14.0%

11.0%

10.0%

7.0%

4.0%4.0%

GER/AT

Nordics

UK

Domestic

Benelux

Italy

Others

42.0%38.0%

15.0%5.0%Pension Funds/Insurers

Asset Managers

Banks

CB/Ois

Distribution by Investor TypeDistribution by Regions

50

COVER POOL KEY STATISTICS

Figures as of 31 December 201951

Originator Všeobecná úverová banka, a.s.

Number of loans 83,729

Number of debtors 66,231

Total Current Balance EUR 3,380,034,014

Average Current Balance (by loan) EUR 40,369

Average Current Balance (by debtor) EUR 51,034

WA current LTV 59.1%

WA Residual life 21.5 years

WA Seasoning 3.5 years

Rate type 100% fixed rate loans

Property type 100% residential

Loans currency denomination 100% Euro

WA interest rate 1.48%

Principal Payment type 99.9% annuity

VUB COVERED BOND PROGRAMME COVER POOL BASE ASSETS FEATURES (1/3)

Residual Maturity DistributionOrigination Year Distribution

Seasoning (years) Arrears Distribution

52

7.6%

2.1%2.3%

3.5%

6.1%

7.7%

15.3%16.0%

20.7%

18.7%before 2011

2011

2012

2013

2014

2015

2016

2017

2018

2019

1.8%

6.7%

10.5%

18.2%

23.2%

39.6%

<0-5Y>

(5-10Y>

(10-15Y>

(15-20Y>

(20-25Y>

(25-30Y>

10.7%

13.4%14.2%

14.9%

8.2%6.9%

4.8%3.7% 3.6% 3.5%

16.1%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

0-1 1-2 2-3 3-4 4-5 5-6 6-7 7-8 8-9 9-10 10-20

Figures as of 31 December 2019

CURRENT BALANCE

(in EUR)

0 3 336 863 278 98.7%

1-30 36 556 697 1.1%

30-60 4 613 507 0.1%

60-90 2 000 532 0.1%

DAYS IN ARREARS %

VUB COVERED BOND PROGRAMME COVER POOL BASE ASSETS FEATURES (2/3)

Loan Purpose Distribution Regional Distribution

Current LTV Distribution Property Type Distribution

Figures as of 31 December 201953

10.3%

2.3%

41.5%

41.2%

4.7%

Construction

Renovation

Purchase

Remortgage

No purpose

33.1%

12.4%

6.7%

11.1%

9.4%

7.4%

10.4%

9.4% Bratislava

Trnava

Banská Bystrica

Nitra

Trenčín

Prešov

Žilina

Košice

56.4%

41.9%

1.1%0.5%

Family House

Flat

Lot

Other0.5%2.3%

4.7%

7.8%

11.3%

16.0%

24.6%

32.7%

0%

5%

10%

15%

20%

25%

30%

35%

VUB COVERED BOND PROGRAMMECOVER POOL BASE ASSETS FEATURES (3/3)

Figures as of 31 December 2019

Interest Rate Distribution

Current Outstanding Balance Distribution

54

RANGE

(in EUR)DEBTORS % EUR %

0-25,000 19,878 30.0% 407,885,636 12.1%

25,000-50,000 19,952 30.1% 810,369,511 24.0%

50,000-75,000 12,687 19.2% 785,278,164 23.2%

75,000-100,000 6,564 9.9% 522,134,952 15.4%

100,000-125,000 3,378 5.1% 328,576,689 9.7%

125,000-150,000 1,737 2.6% 201,368,444 6.0%

>150,000 2,035 3.1% 324,420,620 9.6%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%by debtors

by amount

RANGE

(in %)

CURRENT BALANCE

(in EUR)%

0%-1% 88,492,528 2.6%

1%-1.5% 2,657,292,068 78.6%

1.5%-2% 285,417,789 8.4%

2%-2.5% 133,133,216 3.9%

2.5%-3% 143,250,059 4.2%

3%-3.5% 49,068,449 1.5%

>=3.5% 23,379,905 0.7%

2.6%

78.6%

8.4%3.9% 4.2% 1.5% 0.7%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

VUB INAUGURAL BENCHMARK CB ISSUEEUR 500 MLN 5-YEAR MORTGAGE COVERED BOND

KEY ASPECTS OF THE TRANSACTION

March 19, 2019, first EUR 500 mln syndicated covered bond benchmark in Slovakia priced by

VUB. The deal was well prepared with an expedited four day pan-European roadshow in

Scandinavia, Germany and Austria

Transaction was led by Banca IMI acting as Arranger and Lead Manager, Commerzbank,

Deutsche Bank, Erste Bank and LBBW as Lead Managers

Final orderbook was characterized by a granularity of over 160 high quality investors ordering

around EUR 2.4 bln resulting in an impressively 4.8x subscribed book

Source: VUB55

52.0%

14.0%

8.0%

8.0%

6.0%

4.0%

3.0%

3.0%

2.0%

GE/AT

Nordics

Slovakia

BeNeLux

UK

Italy

Switzerland

Iberia

Others

50.0%

39.0%

6.0%

5.0%

Funds / AM

Banks

CB / OIs

Insurers / PF

Distribution by Investor TypeDistribution by Geography

TERMS AND CONDITIONS

Issuer Všeobecná úverová banka, a.s. (VUB)

Issue Rating Aa2 (by Moody's)

Size EUR 500 mln

Issue Type Mortgage Covered Bond

Settlement 26 March 2019 (T+5)

Maturity 26 March 2024

Coupon 0.250% Fixed, Annual, Act/Act (ICMA)

Guidance MS +40bps area

Re-offer Spread MS +28 bps

Spread over

Benchmark OBL 0% Apr 2024 + 69.1bps

Re-offer Yield 0.381%

Re-offer Price 99.352%

Denomination EUR 100k/ 100k

Law Slovak Law

Listing Luxembourg Stock Exchange

ISIN SK4120015108

Bookrunners Banca IMI, Commerzbank, DB, Erste

Group, LBBW

Manufacturer Manufacturer target markets (MIFID II

Target Market product governance) is eligible

counterparties and professional clients

only (all distribution channels)

TRANSACTION HIGHLIGHTS

Extensively positive feedback from investors during the roadshow allowed to exploit the strong

momentum and open books on Tuesday, the day right after the roadshow was concluded

Hence, books were opened in the morning at 9.00 CET communicating IPTs at MS+40 area and

unsurprisingly, given the positive feedback collected from investors across jurisdictions the deal

attracted very high investor attention from the beginning

At the time of the first update at 10.05 CET the orderbook was already in excess of EUR 1bn

(excl. JLM interest) and just around 25 minutes later guidance was set at MS+35bps area in the

second update on the back of a fast-growing orderbook standing above of EUR 1.5bn (excl. JLM

interest)

As books stood at EUR 2.25bn+ the guidance was revised to MS+30bps (+/-2 WPIR) in the third

update at 11.15 CET. Eventually, the book peaked at EUR 2.6bn and the spread could be finally

set at the lower end of the revised guidance at MS+28bps

VUB SECOND BENCHMARK CB ISSUE EUR 500 MLN 10-YEAR MORTGAGE COVERED BOND

KEY ASPECTS OF THE TRANSACTION

VUB successfully returned to the syndicated benchmark market with a EUR 500mn (no grow)

10-year mortgage covered transaction which represents the longest EUR benchmark covered

bond out of the CEE region

It was the issuer’s second appearance in the covered benchmark market following its inaugural

EUR 500mn 5-year covered transaction in March the same year which was marketed via a pan-

European roadshow

The final orderbook in excess of EUR 1bn was characterized by a high degree of granularity

with around 60 high quality investors participating

Source: VUB56

49.0%

15.0%

13.0%

13.0%

4.0%

3.0%

3.0%

GER/AT

UK

Nordics

Slovakia

Italy

CZ

Others

38.0%

34.0%

23.0%

5.0% CB / OIs

Banks

Funds / AM

Insurers / PF

Distribution by Investor TypeDistribution by Geography

TERMS AND CONDITIONS

Issuer Všeobecná úverová banka, a.s. (VUB)

Issue Rating Aa2 (by Moody's)

Size EUR 500 mln

Issue Type Mortgage Covered Bond

Settlement 26 June 2019 (T+9)

Maturity 26 June 2029

Coupon 0.500% Fixed, Annual, Act/Act (ICMA)

Guidance MS +35bps area

Re-offer Spread MS +30bps

Spread over

Benchmark DBR 0.25% Feb 2029 + 81.2bps

Re-offer Yield 0.570%

Re-offer Price 99.321%

Denomination EUR 100k/ 100k

Law Slovak Law

Listing Luxembourg Stock Exchange

ISIN SK4000015475

Bookrunners Banca IMI, DZ Bank, Erste

Group, LBBW, Natixis

Manufacturer Manufacturer target markets (MIFID II

Target Market product governance) is eligible

counterparties and professional clients

only (all distribution channels)

TRANSACTION HIGHLIGHTS

Following the mandate announcement for a EUR 500mn (no grow) 10-year mortgage covered

transaction on Wednesday, June 12th, the issuer decided together with the JLMs to opt for a

swift execution on the day thereafter

Books were opened with IPTs of MS +35bps area early at 8.51 CET, June 13th, ahead of

potential competing supply. The decision was supported by a positive market backdrop on

Thursday morning and constructive investor feedback which was gathered throughout the

preceding afternoon

At 10.16 CET the first update was sent out informing that books already exceeded EUR 750mn

(excl. JLM interest) and roughly 50 minutes later the second update hit the screens

communicating a spread guidance of MS +32bps area on the back of an orderbook in excess of

EUR 1bn (incl. EUR 45mn JLMs)

In the third update which was sent out around 45 minutes later the spread was finally fixed at

MS +30bps and orderbook eventually closed at 12.15 CET

INFORMATION FOR INVESTORS

Financial statements of VUBhttps://www.vub.sk/en/financial-indicators/information-about-bank-activities/

https://www.vub.sk/en/financial-indicators/annual-reports/

Base Prospectushttps://www.vub.sk/en/people/information-service/securities-prospectuses/base-prospectus/

Cover Pool Overview, Moody's Performance Overviewhttps://www.vub.sk/en/information-service/information-investors/

Ratinghttps://www.vub.sk/en/people/about-vub-bank/bank-profile/#tab_3

Covered Bonds issued within the Offering Programmehttps://www.vub.sk/en/information-service/securities-prospectuses/

Bloomberg page: VUBB – VUB Covered Bonds

57

CONTACTS

Andrej Hronec, CFA, FRM

Head of Department

Treasury & ALM

Email: ahronec@vub.sk

Phone: +421 2 5055 2883

Slavomira Palenikova

Primary Issue Specialist Senior

Treasury & ALM

Email: spalenikova@vub.sk

Phone: +421 2 5055 2517

Iveta Zaborska

Primary Issue Specialist

Treasury & ALM

Email: izaborska1@vub.sk

Phone: +421 2 5055 1885

Pavel Jansta, CFA

ALM Specialist Senior

Treasury & ALM

Email: pjansta@vub.sk

Phone: +421 2 5055 9005

Zdenko Stefanides

Head of Department

Research

Email: zstefanides@vub.sk

Phone: +421 250552567

58

IMPORTANT NOTICE

This document and all information contained herein have been prepared by Všeobecná úverová banka, a.s. (VUB) exclusively for information

purposes with the aim of presenting the most relevant aspects which shall be considered in connection with the covered bonds issued by VUB

(the Covered Bonds).

The respective material is addressed to and intended to be used by a targeted group of recipients that fall within the category of qualified

investors as defined pursuant to the Regulation (EU) 2017/1129 of The European Parliament and of The Council on the Prospectus, (hereinafter

„Prospectus Regulation“).

All the data, facts, figures and values presented herein, including any statement, explanation, opinion, appraisal, assessment, evaluation,

commentary, comparison, analysis, research, survey or summary made or provided wither respect to them are based on general information

obtained from the publicly available sources at the time this material was elaborated and therefore they may be subject to any change without

prior notice. VUB relies on the information obtained from the sources believed to be reliable but does not guarantee its accuracy, adequacy,

correctness or completeness. Such sources may often present relevant information and data in an aggregate or summarized form, refer to

approximate figures or values or be operated by fault-prone personnel or autonomous automated systems and therefore VUB shall not be

responsible for any inaccuracy, incompleteness, inadequacy, error, omissions, misrepresentation or other failures regarding such information or

sources. VUB will not update information set forth herein that appears to be inaccurate, incorrect, incomplete, erroneous, misleading or otherwise

faulty due to subsequent changes or modifications to the sources upon which such information is based, unless, in the view of VUB, the failure to

update the respective information could have a material effect on the purpose and objective sought by this presentation.

This document and all information contained herein shall not represent or be interpreted (whether expressly or impliedly) as a notice or

information about preparation, declaration, organisation, performance or course of the public offering of securities pursuant to Prospectus

Regulation, the commercial public tender pursuant to para. 281 et. sub. or the public offer for conclusion of a contract pursuant to para. 276 et.

sub. of the Commercial Code (as amended). In addition, this document does not constitute in any respect a private offering of securities or a

solicitation of any offer to subscribe for or purchase securities in any manner whatsoever. Nothing in this document shall be construed (whether

expressly or impliedly) as a proposal, promise or act of VUB to enter into or be unconditionally and irrevocably bound by any contractual

arrangement with the recipient of this document or to form any legally binding commitment.

This document does not purport and shall not be considered to be an explanation or advice on legal, tax or financial matters and does not

constitute any investment research, advice or recommendation for investing in the Covered Bonds. Each recipient shall consult its legal, tax and

financial advisor prior to taking any relevant decision with respect to the Covered bonds. No reliance shall be placed for any purpose whatsoever

on the information contained in this document or any other material discussed verbally or otherwise, or on its accuracy, completeness, adequacy,

correctness or fairness.

59

IMPORTANT NOTICE

This document does not contain complex and complete information on the facts and circumstances relevant for taking sound and informed decision

to invest in the Covered Bond. This document neither provides for sufficiently complex and complete information about the risks associated with

the Covered Bond nor constitutes the basis for assessment and evaluation of these risks. Prior to making any investment decision with respect to

the Covered Bonds and for the purposes of evaluating all relevant risks associated thereto each recipient of this presentation shall get acquainted

with and take into consideration all information provided for in the prescribed mandatory documents prepared in accordance with applicable

legislation (i.e. Act No. 566/2001 Coll. on securities and investment services, as amended, Prospectus Regulation and all relevant implementing

measures).

Nothing in this document constitutes an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so. The

Covered Bonds presented herein 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 Covered Bonds 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 requirements of the US Securities Act and applicable state

or local securities laws. VUB does not purport to register any portion of the Covered Bonds in the United States or conduct an offer or sale of the

Covered Bonds in the United States.

This document or any copy of it may not be forwarded or distributed, directly or indirectly, in the United States and to any other person, in particular

to any U.S. Person or U.S. address, and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this

document in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable

laws of other jurisdiction. Each recipient of this document shall inform itself of and observe any restrictions regarding access to this document

imposed on it by applicable laws of the relevant jurisdiction. Without prejudice to the foregoing provisions, the recipients of this document may not

forward it to any third person without prior consent of VUB.

Without prejudice to anything mentioned herein, this document may only be distributed to and is directed at (a) persons who are outside the United

Kingdom; or (b) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order

2005 (the Order); or (iii) high net worth entities, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of

the Order (all such persons together being referred to as relevant persons). Any person who is not a relevant person should not act or rely on this

document or any of its contents.

Any results presented herein that are based on historical data, figures or values and relate to past performance, ranking, profitability or other

similar indicators shall not be considered as providing the guarantee or safeguards for achievement of the same results in the future and they may

differ from each other in one or more respects. Where reference to information regarding tax matters is made in this document, each recipient must

determine the relevance of such information and consider its effect on the basis of its own specific facts and circumstances.

60