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KBC Group. Project NEXT Confir med long-term strategy, new manageme nt structure and capital deployment. 16 December 2005. This presentation is provided for informational purposes only. It does not constitute an offer to sell or the solicitation to buy any security issued by the KBC Group.
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KBC Group Project NEXT Confirmed long-term strategy, new management structure and capital deployment 16 December 2005
This presentation is provided for informational purposes only. It does not constitute an offer to sell or the solicitation to buy any security issued by the KBC Group. KBC believes that this presentation is reliable, although some information may be condensed or incomplete. This presentation contains forward-looking statements with respect to the strategy, earnings and capital trends of KBC, involving numerous assumptions and uncertainties. The risk exists that these statements may not be fulfilled and that future developments differ materially. By reading this presentation, each investor is deemed to represent that it possesses sufficient expertise to understand the risks involved. Important information for investors
In H2 2005, KBC undertook a review of its strategic horizons and ‘challenged’ its ambitions for the long term, taking into account among other things, potential increased competition in a consolidating European financial sector. This strategic review was called ‘project NEXT’. The NEXT project clearly re-affirmed KBC’s ability to ensure sound growth and solid value creation post-2007/2008 whilst maintaining a standalone position. In order to secure this, KBC will take initiatives to strengthen the existing franchises (incl. selected add-on acquisitions) and enhance cost efficiency and performance management. The focus remains on retail, SME and wealth-management activities and, geographically, on Belgium and CEE and selected Western-European countries. KBC will not enter into completely new lines of business or new geographic zones. If necessary, further opportunistic operational alliances in certain areas may be set up to generate additional scale effects. The organizational structure of Group management will be brought more in line with the international profile of the Group and become a catalyst for cross-group initiatives. Additional members have been appointed to the Executive Committee, bringing the total number to 7 (from 3 initially). The structure of legal entities structure remains untouched. The NEXT project has identified additional growth options that require extra capital investments, starting in 2006 and spread over a period of 5-7 years. KBC is fully able to fund the NEXT growth options without having to raise additional capital and by keeping the minimum solvency targets unchanged at a solid level (a Tier-1 ratio of min. 8% for banking activities and a solvency margin of min. 200% for insurance activities). The main 2006 investment relates to the buy-out of third-party interests in CEE subsidiaries. Moreover, in 2006, a share buy-back programme of 1 bn euros will be initiated. As a result, the immediately available excess capital will be almost fully used up. The NEXT project: summary
KBC Group Confirmed long-term strategy, new management structure and capital deployment
Strong, attractive franchises today Strong bancassurancefootprint in home markets Selected niche strategies Onshore private bankingW. Eur. RetailBelgium Offshore private banking RetailCzech Rep.& Slovakia Consumerfinance Poland RetailPoland RetailHungary RetailSlovenia Internat’l (mid-)corp. banking Institut’l market activities Institut’lasset mgt Domesticcorporatefinance& equitybrokerage Private banking networks Retailassetmgt. SME/corp. banking networks Leasing Operations & IT Operations & IT Operations & IT Operations & IT Operations & IT Capital & risk management • Over the past few years, KBC has strengthened its bancassurance position in its historic home market in Belgium while building up an additional franchise in CEE. By merging with Almanij, KBC has added on the option of developing a European private banking franchise. It also operates in selected other markets, pursuing niche strategies. • In the coming years, Group earnings are expected to grow to 2.7 bn euros in 2008 from 1.6 bn in 2004. This represents an average annual EPS growth of more than 10 percent and a return on equity of at least 16%. The NEXT project reconfirms this (existing) financial outlook. 1 1 Financial objectives 2005-2008 as published on 23 June 2005
ROE In % Europe’s top 50 and Belgium’s top 10 Total assets In millions of EUR Anticipating future challenges • Source: McKinsey, 2003 data • The ‘NEXT’ project addressed, among other things, to what extent the upsizing of scale in Europe due to cross-border consolidation could jeopardize KBC’s competitive position, growth prospects and standalone strategy in the long term. KBC believes that - if the conditions are correctly anticipated – this will not be life-threatening. • When looking at the key success factors in retail financial services, the company’s scale is not necessarily relevant (as illustrated in the above graph). KBC believes that it is vital to hold significant market share in the relevant individual markets, and, at the same time, maintaining excellence in the implementation of distribution and operating models. • The NEXT project has therefore focused on designing initiatives to further strengthen the current franchises and to ensure ‘distribution excellence’ and ‘lean processing’. KBC will not enter into completely new lines of business or geographic zones. If necessary, further opportunistic operational alliances may be set up in certain areas to generate additional scale effects.
High Low NEXT initiatives - overview • The NEXT project has identified some 25 ‘business cases’ - illustrated in the above table - in order to strengthen the current franchises (in terms of improved market penetration, product offering, distribution channels, management control, etc.) and to ensure ‘distribution excellence’ and ‘lean processing’. • The implementation of the ‘business cases’ will be spread over a 3-to-5-year period and will enable KBC to safeguard its competitive position and growth prospects in the long term. In the 2006-07 period, both management attention and additional capital allocation will be focused on the buy-out of third-party interests in CEE (since these are expected to be immediately value-enhancing) and on the implementation of the new organizationional structure (for further details, see subsequent slides).
NEXT initiatives in CEE - overview Russia Organic growth: • Accelerating business development (e.g., bancassurance,SME, HNWI and consumer finance business, branch openings, etc.) • Buying out third-party interests Estonia Latvia Lithuania Belarus Poland Ukraine Czech Rep. Moldova Slovakia Slovenia Hungary Geographic add-ons (depending on opportunities): • Romania, e.g., via greenfield • Croatia and the Balkans • Poland (banking) and Hungary (insurance) to increase existing foothold (expected to occur post-2007) Romania Croatia Bulgaria Bosnia Serbia Albania Turkey Macedonia • The strategy in CEE is focused on accelerating the organic growth (incl. buying out third-party interests) and making selected geographic add-on investments. • The additional allocation of capital for third-party buy-outs and add-on acquisitions will be assessed on the basis of a set of conservative parameters, both strategic and financial, in line with our past track record in this respect.
Group Executive Committee & Group Centre functions Belgium Retail & Private Banc-assurance Private Banking Merchant Banking 1 2 CEE 3 4 Czech Rep. Banc-assurance SlovakiaBanc-assurance Poland Banc-assurance Hungary Banc-assurance Slovenia Banc-assurance No majority control Merchant Banking: • ±2 000 FTE • ± 32% of Group profit • 3.1 bn allocated equity Belgium: • ± 10 000 FTE • ±44% of Group profit • 3.9 bn allocated equity CEE: • ± 26 000 FTE • ± 23% of Group profit • 1.5 bn allocated equity Private Banking: • ± 4 000 FTE • ± 7% of Group profit • 1.1 bn allocated equity Group-wide Product Factories & Shared Services 5 The new Group management structure • A new Group management structure has been drawn up, based on the following 4 principles: • Focus on ‘distribution’ as the lever of future competitive advantage and the integration of Retail Banking, network-driven Private Banking and Insurance in local geographical areas into single business units to serve as the backbone of this competitive advantage • Strengthening of the international dimension of the Group and the explicit separation of ‘Belgian activities ’from ‘Head Office functions’ to ensure this principle • Delegation of clear accountability for performance to the Business Units, whilst ensuring strict compliance at the same time with Group standards and effective Group steering, • Further movement towards ‘lean processing’, taking advantage of Group scale by combining manufacturing activities in product factories and support operations into shared services • The structure of legal entities remains untouched. The Share in Group profit and allocated equity relate to 9M 2005 and 30-Sep-2005 figures, respectively.
Group Executive Committee New structure as of May 2006 On the occasion of the retirement of Willy Duron, Group CEO, Andre Bergen will be nominated Group CEO. From May to August 2006, Mr. Bergen - as Deputy Group CEO – will be in charge of the implementation of the new management structure. Group CEO Chairs the Executive Comittee, responsible for overall strategy and performance, heads various Centre Functions CEO, CEE CEO,Belgium CEO,European Private Banking Responsible for CEE performance, manages country CEOs, develops regional strategy and heads CEE support staff office Implements integrated domestic retail & private bancassurance strategy Focuses on developing, integrating and leading strategy for cost-advantaged local pure-play private banks Frans Florquin (currently Senior Manager of KBC Bank Jan Vanhevel (currently Senior Manager of KBC Bank) Etienne Verwilghen (currently Member of Group ExCo, heading KBL European Private Banking) CEO, Merchant Banking Group COO Group CFO/CRO Develops and implements strategies for Merchant Banking Develops Shared Service & Product Factory Infrastructure and is responsible for Organization and Lean Processing Manages Group’s Value & Risk policies and heads Finance/IR and Legal/Fiscal Guido Segers (currently Senior Manager of KBC Bank) Chris Defrancq (currently Senior Manager of KBC Insurance) Herman Agneessens(current Group CFO/CRO) • The new structure includes the appointment of 5 additional Members to the Group Executive Committee alongside the various business lines (effective as of 1 May 2006). A new position of ‘Group Chief Operations Officer’ has also been created. • Willy Duron, the Group CEO, is due to retire on 1 September 2006, on which date Andre Bergen will become the Group CEO.
Capital situation as at 31 December 2005 (forecast) • The ‘total’ and ‘excess’ capital is expected to be 13.5 bn and 2.5 bn euros, respectively, as at 31 December 2005. 1 • The capital planning takes into account the new Belgian regulation on Banking Capital Adequacy (in order to comply with European IFRS) which will be introduced by KBC Group as of 31 December 2005. The available capital (i.e. Tier-1, banking) is negatively impacted by 0.5 bn. • Of the excess capital of 2.5 bn euros, 1.3 bn euros is funded by the existing leverage at holding-company level. The gearing ratio – the sum of the equity of the subsidiaries divided by the Group consolidated equity – amounts to 108%. 1 A net profit forecast for 2005 of 2.2 bn euros has been taken into account
Planned capital deployment in 2006-07 • The excess capital will be almost fully used up via the NEXT capital investments planned, the further de-leveraging of the Holding Company (reducing the gearing ratio to ca. 104%) and the 2006 share buy-back. • The buy-out of third-parties includes the announced buy-out of ABN Amro’s stake in K&H Bank (Hungary). This will require 0.5 bn euro capital. • The planned external growth is highly dependent on market opportunities. Therefore, the timing may differ from the above plan or some opportunities may not even occur. Moreover, the timing of the debt reduction at holding- company level may be adjusted should acquisition opportunities arise. • Since the timing of the disposal of Agfa-Gevaert is uncertain, the resulting proceeds are not yet included in the above plan. If and when the Agfa stake is sold, the plan will be updated accordingly. • The unrealized gains on AFS shares are not deemed to be immediately available excess capital. It should be noted that the value could fluctuate heavily over time, that the realization of gains would entail dividend implications and, last but not least, that these unrealized gains hedge the tail-duration of the life activity exposure of the Group. 1 It is not our intention to provide any guidance on 2006-07 earnings and assets growth. Therefore, the earnings and assets growth assumptions used in the above capital model (e.g., 2006 and 2007 net profits equal to expected 2005 net profit of 2.2 bn) should be viewed as purely hypothetical.
In 2006, a share buy-back programme will be realized via open market purchases in the amount of 1 bn euros. The buy-back is, amongst others, technically limited to the amount of ‘available reserves’ on the balance sheet (expected to be ca. 1.2 bn euros in the course of 2006). The April 2005 AGM provided authorization for such a transaction (valid untill Oct-2006) to take place within a price range of plus/minus 10% vs. the last Euronext closing price. A share buy-back is preferable to a ‘super dividend’ since the fiscal treatment of the former is more shareholder friendly. At a hypothetical average share price of 80 euro: 12.5 million shares would be bought and deleted, representing 3.4% of the shares outstanding As a result, the earnings per share would increase by ca. 3.5%. The free float may be reduced somewhat (maximum by ca. 1.8% in case the syndicated shareholders do not participate in the buy-back). This should not be a burden for share-trading liquidity (year-to-date average daily trading volume has been 45 m and velocity 47% p.a.). Share buy-back programme - 2006 1 No withholding tax is due if the share buy-backs are conducted via the stock exchange.
In 2006, KBC will be further enhancing its efforts to improve its communication with the markets. The IR staff will be enlarged, the transparency of segment reporting will be improved and we plan to extend the ‘notes’ to the accounts in certain fields. Moreover, quarterly earnings updates will be published before trading hours. As of 1Q 2006, the following segment breakdown will be provided (including a time serie of 2005 quarterlies for comparison purposes) : Belgium - CEE - EuropeanPrivate Banking - Merchant Banking - Group Centre. The segment reporting will be simplified and, consequently, will become more transparant (better reconciliation with Group accounts, less restatements of previous periods, more transparant allocation to Group Centre, etc.). The management will be available for follow-up discussions with the market regarding the decisions taken in the NEXT project. Face-to-face investor meetings will be scheduled on 13 January 2006 (London). The 2006 Investor Day will focus on the CEE Business Unit, to be held in Prague, 15 June 2006. Increased transparency towards investors
KBC Group 16 December 2006
Annex 1 : the new management organization • Combines Belgian Retail Insurance and Retail & Private Banking activities into one business, with one CEO, a combined P&L and having shared goals, strategy and incentives • Excludes corporate banking, includes ‘network’ private banking branches in Belgium • Model effective as of 2007, with progression towards this model starting early 2006 • Distinctive distribution strategies are maintained for the various brands (KBC, CBC, Centea, Fidea, etc.). However, co-ordination takes place with shared product factories, HR and Facilities • In each country, a single management team is set up for all banking and insurance companies, headed by a single country CEO (without creating a new holding company in each country). • We consider to recognize Slovakia as a separate business unit (currently, highly integrated in the Czech Rep.). • All country CEOs report to CEO of CEE. • The CEE division Includes local corporate and HNWI banking activities. • The new structure will be implemented as soon as possible, but timing will vary according to market. • Includes the pure-play private banks (‘European private banking network’) and a central ‘hub’ for operations, back-office, IT and intermediation • ‘Network’ private banking activities remain within the Bancassurance Units, with distinct strategies (co-ordination at Group level) • The dealing-room activities will continue to be managed within the Private Banking Unit, with the setting of limits, monitoring of positions and, if necessary, intervention by the Merchant Banking Unit • Merges markets and corporate services activities into one business unit, with one CEO, a combined P&L and having shared goals, strategy and incentives. • Trade finance and leasing operations become Group-wide product factories • Corporate banking operations in CEE continue to report to the local CEE countries. • Four key factories: Asset Management (already in place), Payments, Leasing and Trade Finance • Primarily serving internal customers, supplying requisite product standards at lowest possible cost and reporting to Group COO • Two shared services: ICT (central) and Facilities (country level) • ICT at Group-wide level to take advantage of Group scale and ensure optimal allocation of ICT costs. Facilities conducted via national departments • Sets policies and standards that must be complied with Group-wide, supports Group ExCo and Business Units in governance activities and provides services that are purely associated with Group needs • 6 Centre functions report to the Group CEO: HR, Communications & Media Relations, Audit & Compliance, Strategy, Central Investment Function and Distribution-Excellence Competence Centre • 3 Centre functions report to the Group CFO/CRO: Finance & IR, Legal & Fiscal and Value & Risk • 1 Centre function reports to the Group COO: Organization & Lean-Processing Competence Centre Belgium Central & Eastern Europe European Private Banking Merchant Banking Product Factories Shared Services Group Centreand Functions
Annex 2 : senior management – photo gallery Frans FlorquinCEO Belgium Willy DuronGroup CEO (till Aug-06) André BergenGroup CEO (as of Sep-06) Etienne VerwilghenCEO Private Banking Herman AgneessensCFO / CRO Jan VanhevelCEO CEE Christian DefrancqCOO Guido SegersCEO Merchant banking
Annex 3 : capital planning - methodology Banking - Available Capital KBC Bank Tier-1 Capital KBL epb Tier-1 Capital AVAILABLE CAPITAL Insurance - Available Capital KBC Insurance, implicit Solvency Capital Gevaert Equity (excl. Agfa-Gevaert) Net asset value, Gevaert (excl. Agfa-Gevaert) Banking - Required Capital KBC Bank, min. Tier-1 Capital (8% of risk-weighted assets) KBL epb, min. Tier-1 Capital (8% of risk-weighted assets) REQUIRED CAPITAL Insurance - Required Capital KBC Insurance, min. Solvency Capital (200% of legally required capital) Gevaert - Required Capital (excl. Agfa-Gevaert) Gevaert operational required equity (8% of net asset value) IMMEDIATELY AVAILABLE EXCESS CAPITAL Excess Capital with current Holding Co. gearing Elimination of Holding Company’s net debt position (Third-party funding minus cash position) Existing leverage at Holding Co. level CORE EXCESS CAPITAL Excess Capital with 0% Holding-company gearing Sources of future generation of (excess) capital Organic (Excess) Capital generation Future profits Retained earnings (+) Organic growth capital consumption (-) (Excess) Capital via (realization, net of dividend payout, of) Revaluation reserve, AFS shares gains on AFS shares (Excess) Capital via sale of Agfa-Gevaert Proceeds of the sale of Agfa-Gevaert
Annex 4 : shareholder return Total shareholder return (31 December 2004 = 100%) KBC DJ EURO STOXX banks DJ EURO STOXX 133% 128% 123% 118% 113% 108% 103% Dec-04 Jan-05 Feb-05 Mar-05 Apr-05 May-05 Jun-05 Aug-05 Sep-05 Oct-05 Nov-05 Jul-05 (daily closing prices) Source: Bloomberg – data ending Nov. 2005 • The increased share visibility, the reinforced risk management and the consecutive earnings upgrades have been beneficial for the Group’s market value. Capital markets have begun to recognize the attractiveness of KBC’s strategy. • Today again, the question remains whether valuation multiples fully incorporate KBC’s strenghtened long-term growth.
Investors: contact Luc Cool or Nele Kindt - investor.relations@kbc.com Media: contact Viviane Huybrecht or Stef Leunens – pressofficekbc@kbc.com Contact information