PROJECT OLYMPUS

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September 2017<br />

<strong>PROJECT</strong> <strong>OLYMPUS</strong><br />

Unique Opportunity for Selective Growth in Slovenian Banking<br />

STRICLY PRIVATE & CONFIDENTIAL


DISCLAIMER<br />

This confidential presentation (the “Teaser”) is being delivered to a limited number of parties who, it is believed, may be interested in<br />

acquiring an equity interest in LON d.d. (the “Company”). This Teaser is furnished to you on a confidential basis solely for the purpose of<br />

evaluating the transaction described herein.<br />

The Teaser has been prepared by the Company and the Company is solely responsible for its contents. Only those particular<br />

representations and warranties that may be made by the Company in a definitive written agreement, when and if one is executed, and<br />

subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect.<br />

In addition, this Teaser may include certain statements provided by the Company and the Company with respect to the Company and the<br />

Company’s historical and anticipated performance of the Company’s assets. Estimates of future performance reflect various assumptions<br />

made by the Company that may or may not prove accurate, as well as the exercise of a substantial degree of judgment by management<br />

as to the scope and presentation of such information. No representations or warranties are made as to the accuracy of such statements or<br />

estimates of anticipated performance. Actual results achieved during projection periods may differ substantially from those projected.<br />

By its acceptance hereof, each recipient agrees that neither it nor its agents, representatives, directors or employees will copy, reproduce<br />

or distribute to others this Teaser, in whole or in part, at any time without the prior written consent of the Company. This Teaser shall<br />

remain the property of the Company.<br />

This Teaser does not constitute an offer or invitation for the sale or purchase of the securities, assets or business described herein and shall<br />

not form the basis of any contract.<br />

By accepting this Teaser, each recipient acknowledges that it is aware and will advise its officers, directors, employees, advisors and<br />

representatives who are informed of the matters that are the subject of this Teaser, of the restrictions imposed by applicable securities<br />

laws on the purchase or sale of securities by any person who has received material, non-public information from the Company and on the<br />

communication of such information to any other person.<br />

Nothing contained herein shall be construed as legal, tax, financial or accounting advice.


OVERVIEW OF THE POTENTIAL TRANSACTION<br />

LON D.D. IS DELIGHTED TO INTRODUCE <strong>PROJECT</strong> <strong>OLYMPUS</strong>, A UNIQUE INVESTMENT OPPORTUNITY TO SUPPORT LON, A FAST<br />

GROWING PRIVATELY OWNED SLOVENIAN SAVINGS AND LOANS BANK IN REACHING ITS STRATEGIC OBJECTIVES.<br />

INTRODUCTION<br />

Get to know us!<br />

THE INVESTMENT<br />

OPPORTUNITY<br />

THE EXISTING<br />

SHAREHOLDING<br />

STRUCTURE<br />

ROOM FOR NEW<br />

SHAREHOLDERS TO LEAD<br />

FORWARD


INTRODUCTION<br />

LON is in the process of exploring<br />

alternatives in relation to a potential<br />

increase in its shareholders equity. We are<br />

young team, so we are always ready for<br />

change and learning, therefore we are aware<br />

of importance of digital banking solutions.<br />

Our branches are situated all over Slovenia.<br />

Our company advantage is also good<br />

organizational structure that allows quick<br />

decision-making.


INTRODUCTION<br />

LON, with headquarters in Kranj, Slovenia,<br />

is a fast growing independent privately<br />

owned savings and loan bank with 130<br />

employees and a network of locations<br />

stretching across Slovenia.<br />

VIDEO


THE INVESTMENT<br />

OPPORTUNITY<br />

LON is planning a 50 % increase in the number<br />

of its existing outstanding ordinary equity shares<br />

in line with the shareholders resolution on<br />

authorized capital by way of a public offering of<br />

new shares (hereinafter “Potential Transaction”);<br />

and is therefore looking to explore potential<br />

interest from a limited number of pre-qualified<br />

well informed investors of participating in the<br />

subsequent Potential Transaction;<br />

that would be followed by submission of nonbinding<br />

indicative offers, which may be<br />

considered in determining the final terms and<br />

conditions of a Potential Transaction.


THE EXISTING<br />

SHAREHOLDING<br />

STRUCTURE<br />

LON‘s shareholder base is highly diversified<br />

and consists of small and mid sized<br />

enterprises and citizens, whereby the single<br />

largest shareholder is holding less than 10 %<br />

of the existing shares in the Company.


ROOM FOR NEW<br />

SHAREHOLDERS TO<br />

LEAD FORWARD<br />

This existing structure in combination with<br />

the Potential Transaction may create room<br />

for potential new investors that:<br />

would consider acquiring an equity interest<br />

in excess of 10 %<br />

in conjunction with exploring long term<br />

commercial cooperation with the Company<br />

that may create tangible added value for<br />

the Company and its shareholders.


KEY INVESTMENT CONSIDERATIONS<br />

UNMATCHED ASSET QUALITY IN SLOVENIAN BANKING<br />

The banks asset quality is unmatched in the Slovenian banking sector.<br />

This is partly related to a higher proportion of retail exposure and prudent loan underwriting practices.<br />

The relatively low level of non-performing assets allows the Bank to focus on building relations with clients and manage<br />

risks efficiently instead of being entrenched in tedious restructuring processes.<br />

GROWING IN A STAGNATING ENVIRONMENT<br />

The banks asset quality is unmatched in the Slovenian banking sector.<br />

This is partly related to a higher proportion of retail exposure and prudent loan underwriting practices.<br />

The relatively low level of non-performing assets allows the Bank to focus on building relations with clients and manage<br />

risks efficiently instead of being entrenched in tedious restructuring processes.


KEY INVESTMENT CONSIDERATIONS<br />

ROOM FOR NEW SHAREHOLDERS TO LEAD AND WAY FORWARD<br />

In order for the Bank to continue growing continue growing, while also maintaining sufficient regulatory capital, it will require its<br />

shareholders to provide additional equity capital.<br />

The existing shareholder base is consisting of small and mid sized enterprises and citizens with a limited pool of resources.<br />

This leaves room for larger well informed investors that would consider acquiring an equity interest in excess of 10 % to lead the<br />

way forward and support the Bank in achieving its strategic objectives.<br />

UNLOCKING SYNERGIES AND ADDING VALUE<br />

Potential well informed investors with adequate financial strength may, at the discretion of the management, engage in exploring<br />

long term commercial cooperation with the Company that may create tangible added value for the Company and its<br />

shareholders.<br />

MACROECONOMIC ENVIRONMENT PROVIDING TAILWING<br />

Economic trends remain highly supportive when looking at overall headline indicators.<br />

Especially the acceleration of the growth in private consumption in combination with a declining unemployment rate and<br />

improving government fiscal position creates a potential tailwind for the Bank’s activities in the next couple of years.


MARKET POSITION AND ASSET QUALITY<br />

THE BANKS ASSET QUALITY IS UNMATCHED IN THE SLOVENIAN BANKING SECTOR, WHILE THE EXISTING MARKET POSITION<br />

LEAVES ROOM FOR HIGH GROWTH GOING FORWARD.<br />

Poštna banka Slovenije, d.d.<br />

1,8<br />

NKBM, d.d.<br />

9,7<br />

Raiffeisen Banka d.d.<br />

1,8<br />

Gorenjska banka d.d.<br />

4<br />

NLB d.d.<br />

23,8<br />

UniCredit Banka Slovenija d.d.<br />

7<br />

Deželna banka Slovenije d.d.<br />

2,5<br />

Sberbank banka d.d.<br />

5,2<br />

Abanka d.d.<br />

10,5<br />

SID banka, d.d.<br />

8,7<br />

Hypo Alpe-Adria-Bank d.d.<br />

3,7<br />

BKS Bank AG, Bančna podružnica<br />

1,8<br />

SKB banka d.d.<br />

7<br />

Banka Koper d.d.<br />

6,2<br />

Banka Sparkasse d.d.<br />

3<br />

Delavska hranilnica d.d.<br />

Primorska hranilnica Vipava d.d.<br />

0,1<br />

2,5<br />

Market Share (in % of Total Assets)*<br />

LON d.d.<br />

0,7<br />

*Level as 31. 12. 2015 based on annual reports


MARKET POSITION AND ASSET QUALITY<br />

THE BANKS ASSET QUALITY IS UNMATCHED IN THE SLOVENIAN BANKING SECTOR, WHILE THE EXISTING MARKET POSITION<br />

LEAVES ROOM FOR HIGH GROWTH GOING FORWARD.<br />

Poštna banka Slovenije, d.d.<br />

43<br />

NKBM, d.d.<br />

33,7<br />

Raiffeisen Banka d.d.<br />

32,1<br />

Gorenjska banka d.d.<br />

NLB d.d.<br />

UniCredit Banka Slovenija d.d.<br />

Deželna banka Slovenije d.d.<br />

Sberbank banka d.d.<br />

Abanka d.d.<br />

SID banka, d.d.<br />

Hypo Alpe-Adria-Bank d.d.<br />

BKS Bank AG, Bančna podružnica<br />

SKB banka d.d.<br />

Banka Koper d.d.<br />

17,3<br />

16,8<br />

16,4<br />

16,4<br />

16,3<br />

15,9<br />

14,8<br />

13,9<br />

12,5<br />

11,6<br />

10,7<br />

Banka Sparkasse d.d.<br />

8,7<br />

Delavska hranilnica d.d.<br />

Primorska hranilnica Vipava d.d.<br />

2,6<br />

8,1<br />

Share of Non-Performing Assets (in %)*<br />

LON d.d.<br />

1,9<br />

*Level as 31. 12. 2015 based on annual reports


SUMMARY OF THE FINANCIAL POSITION<br />

LOANS AND ASSETS HAVE BEEN GROWING AT HIGH SINGLE DIGIT GROWTH RATES IN A PERIOD WHERE THE BANKING SYSTEM<br />

ON AGGREGATE IS STRUGGLING TO FIND DEMAND.<br />

Lon Asset Base Breakdown (MIn €)<br />

Slovenian Banks Asset Base (Bin €)<br />

300<br />

50<br />

250<br />

200<br />

150<br />

100<br />

50<br />

5<br />

4<br />

103 122<br />

95 90<br />

7<br />

109<br />

116<br />

11<br />

11 11<br />

110 103<br />

117<br />

135 142 143<br />

45<br />

40<br />

35<br />

30<br />

25<br />

20<br />

15<br />

10<br />

46<br />

40 39<br />

37 37 37<br />

0<br />

2012 2013 2014 2015 2016 apr.17<br />

Loans Given Financial Assets & Cash Equivalents Other<br />

5<br />

0<br />

2012 2013 2014 2015 2016 apr.17<br />

Source: Company<br />

(1) Financial Assets Held to Maturity & Available for Sale, Cash and Amounts Due from Banks Source: Bank of Slovenia


SUMMARY OF THE OPERATING PERFORMANCE<br />

GROWTH IN NET INTEREST INCOME, STABLE FEE & COMMISSION INCOME<br />

NET PROFIT TEMPORARILY UNDER COST PRESSURE, HOWEVER SET TO GRADUALLY RECOVER<br />

LON Asset Base Breakdown (MIn €)<br />

Slovenian Banks Income and Profit (MIn €)<br />

9<br />

2000<br />

8<br />

1500<br />

7<br />

6<br />

5<br />

4<br />

3<br />

2<br />

2,5 2,1<br />

4 4,1<br />

2,1<br />

5,1<br />

2,3 2,2<br />

5,7 5,6<br />

0,7<br />

1000<br />

500<br />

0<br />

-500<br />

-1000<br />

NET PROFIT<br />

2012 2013 2014 2015 2016 2017 x<br />

1<br />

0<br />

2012 2013 2014 2015 2016 2017<br />

1,9<br />

NET PROFIT<br />

-1500<br />

-2000<br />

Net Interest Income<br />

Net Fee & Commision Income<br />

Net Interest Income<br />

Net Fee & Commission Income<br />

Source: Company<br />

Source: Bank of Slovenia


EXTREMELY SUPPORTIVE MACROECONOMIC<br />

ENVIRONMENT<br />

THE ECONOMIC ENVIRONMENT SUPPORTS GROWTH OF CONSUMPTION AND SMES FOR SLOVENIA<br />

GDP Growth (YoY %)<br />

4<br />

3<br />

2<br />

1<br />

0<br />

-1<br />

-2<br />

3,1<br />

2,3 2,5<br />

3,3 3,1<br />

2013 2014 2015 2016 2017 2018<br />

-1,1<br />

Government Debt (% of GDP)<br />

85<br />

80<br />

75<br />

70<br />

65<br />

60<br />

71<br />

80,9<br />

83,1<br />

79,7<br />

77,8<br />

75,5<br />

2013 2014 2015 2016 2017 2018<br />

Private Consumption Growth (YoY %)<br />

4<br />

3,2<br />

2,8<br />

3<br />

2<br />

2<br />

0,5<br />

0<br />

2013 2014 2015 2016 2017 2018<br />

-2<br />

-4<br />

-4<br />

-6<br />

Budget Balance ( % of GDP )<br />

0<br />

2013 2014 2015 2016 2017 2018<br />

-0,5<br />

-1<br />

-1,5<br />

-2<br />

-1,7<br />

-1,8<br />

-1,9<br />

-2<br />

-2,5<br />

-2,3<br />

-3<br />

-2,7<br />

Unemployment Rate ( %)<br />

12<br />

10<br />

8<br />

6<br />

4<br />

2<br />

0<br />

Export Growth (YoY %)<br />

7<br />

6<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

10,1<br />

3,1<br />

9,7<br />

9<br />

5,7 5,6 5,9 5,8<br />

5,4<br />

2013 2014 2015 2016 2017 2018<br />

8<br />

7,2<br />

6,3<br />

2013 2014 2015 2016 2017 2018


NEXT STEPS AND CONTACT DETAILS<br />

<strong>PROJECT</strong> <strong>OLYMPUS</strong> NEXT STEPS<br />

As part of Project Prometheus, interested parties will first be required to submit an Expression of Interest (“EoI”) in<br />

line with the Invitation Letter in September 2017.<br />

Following the EoI phase pre-qualified parties will be required to execute a Non-disclosure Agreement (“NDA”) and<br />

then will be provided with a Process Letter outlining the details on proposed further steps in relation to the<br />

Potential Transaction and granted access to management presentations and confidential information regarding<br />

the Bank in order to ascertain the possibility of submitting an Indicative Offer in Oktober 2017 (“Indicative Offer<br />

Phase”).<br />

Following the Indicative Offer Phase and taking into considerations Indicative Offers received the Company<br />

intends to determine the final terms and conditions of a Potential Transaction.<br />

Please refer to the below contact persons for any questions regarding the Potential Transaction.<br />

Jaka Vadnjal, Ph.D.<br />

PRESIDENT OF THE MANAGEMENT BOARD<br />

+386 4 280 07 37<br />

jaka.vadnjal@lon.si<br />

www.lon.si<br />

Bojan Mandič<br />

MEMBER OF THE MANAGEMENT BOARD<br />

+386 4 280 07 36<br />

bojan.mandic@lon.si<br />

www.lon.si

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