Proposed acquisition of Air Bank Group and related proposal for capital increase

Supporting material for the General Meeting to be held on 20 December 2021

Published on 19 November 2021

OF INSIDE INFORMATION

TABLE OF CONTENT

  • OVERVIEW OF EVENTS LEADING TO THE CURRENT PROPOSAL
  • PROPOSED ACQUISITION - TRANSACTION OVERVIEW
  • STRATEGIC RATIONALE
  • BUSINESS CASE AND MINIMUM TARGETS
  • EXPERT OPINION PROVIDED BY COURT REGISTERED EXPERT
  • APPENDIX:
    1. HISTORICAL FINANCIAL STATEMENTS (2018 - 3Q 2021)
    2. COMBINED ENTITY BUSINESS PLAN (as of May 2021)
    3. UPDATED AIR BANK GROUP BUSINESS PLAN (as of November 2021)

2

MERIT OF THE PROPOSAL

The proposal preserves rights of all MONETA's shareholders and provides underwriting guarantee of the proposed capital increase

VALUE CREATIVE INVESTMENT THESIS

FULL PROTECTION OF ALL SHAREHOLDERS' RIGHTS

UNDERWRITING OF CAPITAL INCREASE

POTENTIAL

TENDER OFFER

Performance of Air Bank Group exceeds business plan of PPF Group and is supported by recent change of interest rate environment. The acquisition holds transformational potential for MONETA.

Two round capital increase preserves pre-emptive rights of all shareholders. Non-PPF shareholders are not requested to cease control of MONETA to PPF, subject to their subscription of new shares.

PPF guarantees the proposed capital increase by providing the back-stop to subscribe "excess" of new shares not subscribed after the second round.

Through underwriting guarantee PPF increases value of potential tender offer to minimum CZK 90 per share. This is relevant should "change of control" take place. However this value does not necessarily cap the final price eventually offered, only the floor.

3

PROPOSED ACQUISITION OF AIR BANK GROUP - TIMELINE OF KEY EVENTS

MONETA convened General Meeting after negotiations with

PPF through which MONETA aimed to address shareholder and proxy advisors feedback

MONETA

MONETA's

MONETA General

MONETA received

MONETA General

PPF executed

MONETA signed

Meeting to vote

received

management

Meeting on

new proposal from

voluntary tender

Acquisition

on amended

PPF

published its

acquisition

PPF and signed

offer at CZK 80 per

framework

acquisition

voluntary

position

rejected the

amended

share, acquiring

agreement with

proposal - final

tender

concerning the PPF

proposal for

Framework

29.94%1

PPF

decision

offer letter

offer

capital increase

Agreement

requested

MONETA

MONETA

management

management

requested court

received court

registered expert

registered expert

valuations

valuations

22 January 2021

29 January 2021

8 Feb - 5 Mar 2021

6 May'21

6 May'21

22 Jun'21

9 Jul - 3 Nov'21

18 Nov'21

20 Dec'21

If General Meeting rejects current proposal, MONETA's Management Board will abandon any further discussions with PPF relating to Air Bank Group acquisition.

Note: (1) Voluntary tender offer was fully settled on 20 April 2021.

4

OUTLOOK FOR THE EUROPEAN AND CEE BANKING SECTORS

The outlook for the European and CEE banking sectors has improved since the beginning of 2021

EPS (REBASED TO 100)

ROTBV (%)

P/TBV (MULTIPLE)

2021E

2021E

2021E

260

European banks

CEE banks

15.0%

European banks

CEE banks

1.50x

European banks

CEE banks

1.41x

229.3

220

12.6%

12.0%

1.20x

1.08x

180

7.7%

9.0%

9.2%

0.90x

0.81x

140

140.1

100

6.0%

4.3%

0.60x

0.64x

60

3.0%

0.30x

01/21

02/21

04/21

05/21

06/21

07/21

08/21

10/21

11/21

01/21

02/21

04/21

05/21

06/21

07/21

08/21

10/21

11/21

01/21

02/21

04/21

05/21

06/21

07/21

08/21

10/21

11/21

2022E

2022E

2022E

175

European banks

CEE banks

15.0%

European banks

CEE banks

1.50x

European banks

CEE banks

159.4

12.7%

1.35x

150

12.0%

1.20x

1.01x

125

9.0%

8.7%

0.90x

122.8

8.4%

0.78x

100

6.0%

0.60x

5.7%

0.62x

75

3.0%

0.30x

01/21

02/21

04/21

05/21

06/21

07/21

08/21

10/21

11/21

01/21

02/21

04/21

05/21

06/21

07/21

08/21

10/21

11/21

01/21

02/21

04/21

05/21

06/21

07/21

08/21

10/21

11/21

Constant EPS revisions throughout the year on the back of stronger performance and more positive outlook is leading to higher expected profitability and valuation levels

Source: FactSet as of November 10, 2021

Note: European banks equals Stoxx 600 Banks index, while CEE banks comprise Erste Group, Komercni Banka, Raiffeisen Bank,

OTP Bank, BRD Group, Banca Transilvania, Addiko Bank, and KBC Group

5

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Disclaimer

Moneta Money Bank a.s. published this content on 19 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 November 2021 15:19:01 UTC.