HYPO NOE GROUP Public Sector Pfandbriefe September/2011 Tradition of Quality for over 120 Years HYPO NOE Group is one of Austria‘s largest regional banks. We provide our customers with innovative, quality services that live up to our “Reliability and Excellence” motto. Founded in 1888, the bank’s sole owner is the State of Lower Austria. HYPO NOE Group unveiled its new corporate design and name in autumn 2010. 2 Our Principles Commitment to quality-oriented growth Tailor-made customer solutions in promising markets Centre of excellence – in-house skills combined with outside expertise when necessary Pursuit of sustainable corporate earnings based on risk awareness Focus on strong customer relationships that live up to our core values: sustainability, quality and stability 3 Table of Contents Executive Summary HYPO NOE Group Financial Assets Funding and Funding Strategy Austrian Pfandbrief Law Public Sector Pfandbrief Program Substitution of Hungarian Exposure Appendix Contacts 5 6 – 10 11 12 – 13 14 15 – 17 18 19 – 24 25 – 26 4 Executive Summary A Young Bank with more than 120 Years of Tradition Austrian Commercial Bank with a Focus on Public-Sector Financing 100% owned by the Province of Lower Austria (Aaa; stable) Rebranding as of 23 October 2010: HYPO NOE Group HYPO NOE Group: S&P Counterparty Rating: A/Stable/A-1 Moody’s Public Sector Pfandbrief Rating: Aaa High Quality Cover Pool with a Clear Regional Focus Well Established Jurisdiction: Issuance under the Austrian Pfandbrief Law (1927, amended 2005) 5 History 1888 1992 1996 1999 2006 2007 2010 Establishment of a regional mortgage bank for Lower Austria Establishment of Niederösterreichische Landesbank-Hypothekenbank AG (NÖ HYPO-BANK). Sole owner: Lower Austria. Partial privatisation – shareholders: 74% Lower Austria, 26% ÖVAG (Austrian bank) Change in shareholder structure – shareholders: 59% Lower Austria, 41% ÖVAG ÖVAG decides to sell its shares in NÖ HYPO-BANK back to Lower Austria Transfer of ÖVAG shares to Lower Austria. Split into HYPO Investmentbank AG and NÖ HYPO-BANK for retail customers Rebranding: HYPO NOE Gruppe Bank AG (former HYPO Investmentbank AG), HYPO NOE Landesbank AG (former Niederösterreichische LandesbankHypothekenbank AG / NÖ HYPO-BANK)* Map of Lower Austria Vienna * No governmental support was needed during the financial crisis. The 100% ownership of the Province of Lower Austria can be regarded as a long term, strategic investment 6 Province of Lower Austria at a glance Sole Shareholder of HYPO NOE Group: Moody’s long-term debt and issuer rating: Aaa (stable)* Lower Austria accounts for 15.8% of national GDP** Strong expected GDP growth: *** 2011p: +2.3% 2012p: +2.0% Low unemployment rate in comparison: Lower Austria: EU27: 6.0%** 9.5%**** Moody‘s Investors Service, 22 March 2011; Credit Analysis ** Statistik Austria (Source data: GDP 2008; Unemployment rate 2011) *** ECONOMICA/IHS (Wirtschaftsprognose für NÖ 2010; p = prognosis) **** Eurostat data for 2011 * 7 Group Structure HYPO NOE Landesbank: All-purpose bank with private and corporate clients in Lower Austria and Vienna HYPO NOE Group: Regional market leader in the public finance sector in combination with: HYPO NOE Real Consult HYPO NOE Leasing 8 HYPO NOE Group Financial Information (IFRS) Total Assets Net Interest Income Other Operating Result General Administrative Expense Risk Provisions Pre-tax Profit Tier I Ratio* Equity Ratio* Pre-tax Return on Equity Cost Income Ratio Average Number of Employees * According to Austrian Banking Act 11.8bn 75.8mn 16.1mn 45.7mn 12.2mn 21.9mn 12.17% 17.63% 5.2% 57.2% 604 As of 30 June 2011 9 Group Loan Portfolio By Industries 1.3% Self Employed 16.7% Private Customers 14.0% Construction and Housing* 50.0% Public Sector 18.0% Commerce * Thereof more than 90% secured by guarantees of the State of Lower Austria (subsidised housing loans) and/or by mortgages Total EUR 8.735bn as of 30 June 2011 10 Financial Assets* By Rating 17.9% < A / not rated 40.56% A By Asset Class 35.05% AAA 6.42% AA 2.77% Corporates 5.08% ABS 22.43% Government/Public 69.72% Bank/Financial** * Thereof, the top 5 countries Austria 43.8%, USA 5.4%, Netherlands 5.3%, Italy 4.6% and Poland 4.2% ** Thereof 44.0% Guaranteed by Federal States, 12.0% Covered Bonds 3.6% and Government Guaranteed Total EUR 2.038bn as of 30 June 2011 11 Funding 8.0% Others incl. Equity 1.7% Subordinated 18.5% Deposits from Credit Institutions 52.2% Debt securities in issue (there of 67,6% Senior Bonds with Deficiency Guarantee) 19.5% Deposits from Customers Total EUR 11.801bn as of 30 June 2011 12 Funding Strategy Public Sector Pfandbriefe will be the Major Future Funding Source 3.500.000.000 3.000.000.000 2.500.000.000 2.000.000.000 1.500.000.000 1.000.000.000 500.000.000 0 Public Sector Cover Pool Outstanding Public Sector Over-Collateralisation Development as of 31 August 2011 13 Austrian Pfandbrief Law The Austrian Pfandbrief Law is one of Austria‘s strong Covered Bond Laws* Established 1927, Amended 2005 Maturity Matching Requirements Mandatory 2% Over-collateralisation in High Liquid Cover Assets Public Sector Cover Assets Limited to Austria, EEA and Switzerland** The Trustee („Treuhänder“) is a Strong Supervisory Authority Legal Protected Insolvency Remoteness * The other Austrian Covered Bond Laws are the Gesetz für fundierte Bankschuldverschreibungen and the Hypothekenbankgesetz ** The maximum risk weighting according to the Directive 2000/12/EC for public sector entities eligible for the Cover Pool must not exceed 20% (this excludes therefore regional governments or local authorities in Rumania, Bulgaria, Liechtenstein, Malta and the Baltics) 14 Public Sector Pfandbrief Program Moody‘s Rating: Public Sector Cover Pool: Public Sector Pfandbriefe: Over-collateralisation on Nominal Basis: Over-collateralisation on NPV Basis: * Thereof € 94mn equivalent in CHF ** Thereof € 343mn equivalent in CHF *** Net of the legally required minimum 2% over-collateralisation Aaa € 3.027bn* € 1.967bn** 50.9 %*** 46.0 % As of 31 August 2011 15 Public Sector Cover Pool (1/2) Borrowers and Guarantors 12.13% Municipalities in Lower Austria Clear Regional Focus 7.9% Rest Austria 5.2% Hungary 5.25% Hungarian Public Entities 5.86% Other Austrian Municipalities and Provinces 2.03% Republic of Austria 74.74% Province of Lower Austria 86.9% Lower Austria As of 30 June 2011 16 Public Sector Cover Pool (2/2) More Than 1,100 Single Loans Quality of Cover Assets 9.1% A 4.7% Aa 8.0% Bonds 6.6% <A 79.6% Aaa 92.0% Loans As of 30 June 2011 17 Substitution of Hungarian Exposure As of 7 September 2011 0.3% SK 0.4% CZ 0.8% PL 98.5% Austria As of 30 June 2011 5.2% Hungary 94.8% Austria 18 APPENDIX 19 Key Financial Figures € mn. Q2 2011 Δ Q2 2010-11 Q2 2010 2010 2009 Statement of Financial Positions Total Assets Loans and advances to customers Financial assets Deposits from customers Debt securities in issue 11.801 8.735 2.143 2.305 6.160 -0,5% 5,2% -6,3% -3,8% 16,3% 11.863 8.302 2.286 2.397 5.298 12.004 8.879 2.094 2.327 5.945 11.645 8.581 2.283 2.461 5.167 75,8 -12,2 3,8 1,1 -45,7 16,2 -17,1 -5,5 16,4 8,1% 24,5% -17,4% 120,0% 10,1% 92,9% -3520,0% 135,1 -17,7 7,2 16,1 -81,9 -47,6 -3,6 --0,5 7,1 138,6 -34,1 7,2 2,0 -76,7 4,1 -16,2 -32,9% -33,3% 70,1 -9,8 4,6 0,5 -41,5 8,4 0,5 -8,2 24,6 -57,4 -76,6 -0,9 335,0% 335,0% -573,8% -13,2 -17,6 0,2 -28,6 -38,1 0,3 27,1 36,2 -0,1 452 3.718 12,17% 17,63% 5,2% 57,2% 2,4% -2,9% 6,0% 2,2% -35,0% 16,0% 442 3.831 11,48% 17,26% 8,0% 49,3% 452 3.943 11,47% 17,30% 1,9% 76,4% 438 3.938 11,11% 16,70% 6,8% 57,3% Income Statement Net interest income Risk provisions for loans and advances Net fee and commission income Net trading income General administrative expenses Other operating result Loss from financial assets and from hedging activities Gains or losses on disposals of consolidated subsidaries Income Tax Net Profit -4,8 20,1 Changes of Market Value Change in the positions of Available For Sale net (after deferred taxes) Available For Sale gross Designated at Fair Value Through Profit and Loss Key Figures Eligible core capital (tier 1 capital) Risk weighted assets Core capital ratio Equity ratio Return on equity before tax Cost income ratio 20 Group Outstanding Funding € `000 Money Markets and Debt Capital Markets Funding Deposits from credit Institutions thereof Austrian National Bank thereof other banks thereof Schuldscheindarlehen with deficiency guarantee Deposits from customers thereof saving deposits thereof time and sight deposits thereof Schuldscheindarlehen with deficiency guarantee thereof Schuldscheindarlehen without deficiency guarantee Debt securities in issue thereof Pfandbriefe and Covered Bonds thereof Public Sector Pfandbriefe thereof Mortgage Backed Pfandbriefe thereof Covered Bonds thereof Senior Bonds (without profit participation rights) thereof Senior Bonds with deficiency guarantee thereof Senior Bonds without deficiency guarantee Subordinated capital Others incl. equity Total liabilities and equity 30/06/2011 in % 2.183.778 650.023 1.533.755 18,5% 610.510 2.304.505 19,5% 766.845 1.537.660 605.720 40.835 6.159.804 1.993.656 52,2% 1.951.924 41.732 0 4.165.496 3.947.952 217.544 203.780 949.589 11.801.456 1,7% 8,0% 100% 21 Size of Cover Assets < 300k (Total 65mn; Nr. 786) 300k – 5mn (Total 364mn; Nr. 303) > 5mn (Total 2,458mn: Nr. 79) Public Sector Cover Pool as of 30 June 2011 22 Types of Debtors and Guarantors Others 1.9% (Total 56mn; Nr. 12) Guaranteed by Municipalities 4.5% (Total 133mn; Nr. 104) States 2.2% (Total 64mn; Nr. 8) Provincial States 17.7% (Total 526mn; Nr. 85) Municipalities 11.6% (Total 346mn; Nr. 898) Guaranteed by States 1.2% Guaranteed by Provincial States 61.0% (Total 37mn; Nr.8 ) (Total 1.814mn; Nr. 55) Public Sector Cover Pool as of 30 June 2011 23 Maturity Structure Public Sector Pfandbriefe Cover Pool 409 more than 120 months 1.343 176 from 60 to 120 months 983 1.333 from 12 to 60 months 628 5 up to 12 months 23 0 200 400 600 800 1.000 1.200 1.400 As of 30 June 2011 24 Investors – Contacts Felix Diem Ivo Minkov Georg Lehman Head of Team Senior Manager Financial Institutions & Sovereigns Senior Analyst Financial Institutions & Sovereigns Tel: +43 (0)5 90 910 1560 Tel: +43 (0)5 90 910 1478 Tel: +43 (0)5 90 910 1557 felix.diem@hyponoe.at ivo.minkov@hyponoe.at georg.lehman@hyponoe.at Rating & Investor Advisory HYPO NOE Group, Wipplingerstrasse 4, A-1010 Wien www.hyponoe.at 25 Debt Capital Markets Funding - Contacts Hermann Maschl Alexandra Nitzlader Herbert Pabisch Head of Funding Senior Funding Manager Senior Funding Manager Tel: +43 (0)5 90 910 1222 Tel: +43 (0)5 90 910 1252 Tel: +43 (0)5 90 910 1369 hermann.maschl@hyponoe.at alexandra.nitzlader@hyponoe.at herbert.pabisch@hyponoe.at HYPO NOE Group, Wipplingerstrasse 4, A-1010 Wien www.hyponoe.at 26 Disclaimer This document, which has been issued by HYPO NOE Group, comprises the written materials/slides for a presentation concerning a proposed offering of covered bonds (Pfandbriefe) (the “Offering”). This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities in HYPO NOE Group, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. Any such offers will only be made when a prospectus in relation to the Offering is published in due course. The contents of this presentation is to be kept confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose. No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. No representation or warranty, expressed or implied, is given by or on behalf of HYPO NOE Group or the banks represented at this presentation or any of such institutions’ affiliates, directors, officers or employees, advisors or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted for any such information or opinions or any use which may be made of them. This document is intended for distribution in the United Kingdom only to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or to those persons to whom it can otherwise lawfully be distributed. Neither this document nor any copy of it may be taken or transmitted in or into the United States or to any US person (as defined by Regulation S of the US Securities Act of 1933 (the “Securities Act”)) or transmitted in or into Australia, Canada or Japan or to Australian, Canadian or Japanese persons. Securities of HYPO NOE Group have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or exemption from the registration requirements thereof. There will be no public offer of securities of HYPO NOE Group in the United States. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with this restriction may constitute a violation of applicable securities law. Certain market data and financial and other figures (including percentages) in this document were rounded in accordance with commercial principles. Figures rounded in this manner may not in all cases add up to the stated totals or the statements made in the underlying sources. For the calculation of percentages used in the text, the actual figures, rather than the commercially rounded figures, were used. Accordingly, in some cases, the percentages provided in the text may deviate from percentages based on rounded figures. Certain statements in this presentation are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. HYPO NOE Group does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak as only of the date of this presentation. Statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Although due care has been taken in compiling this document it cannot be excluded that it is incomplete or contains errors. HYPO NOE Group, its shareholders, advisors and employees are not liable for the accuracy and completeness of the statements, estimations and the conclusions contained in this document. Possible errors or incompleteness do not constitute any grounds for liability, neither with regard to indirect nor direct damages. By participating in this presentation or by accepting any copy of this document, you agree to be bound by the foregoing limitations. NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN. 27