SAREB, THE KEY TO CLEANING UP SPANISH BANKS BALANCE SHEETS

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1 Press Kit May 2014

2 SAREB, THE KEY TO CLEANING UP SPANISH BANKS BALANCE SHEETS The Management Company for Assets Arising from the Banking Sector Reorganisation (Sareb) is a private company which was created in November 2012 in order to help clean up the Spanish financial sector, and more specifically the institutions that have been experiencing issues as a result of excessive exposure to the real estate sector. The creation of the company was conceived via the commitments that the Spanish government signed in July 2012 with its European partners, in order for Spain to receive financial aid for the banking sector. These agreements, which were included in a Memorandum of Understanding (MoU) established the founding of an external asset management company, which institutions that were in financial difficulty could transfer their real estate assets to. Hence Sareb was founded, with the aim of streamlining the management and sale of the portfolio, releasing the institutions from the risks associated with these assets and helping to clean up the financial system. As a result of this initiative, Sareb has become a key element in restructuring of the Spanish financial sector and the recovery of the Spanish economy. ITS GOAL - TO SELL THE ASSETS RECEIVED IN A MAXIMUM OF 15 YEARS Sareb has taken on the important goal of disposing of financial assets primarily property development loans - as well as real estate assets acquired from those institutions that benefited from state aid, within a maximum timeframe of 15 years, up until November It must also carry out this process by making a profit and ensuring its business viability. Sareb also has the goal of avoiding costs to the State, which has underwritten the debt issued, in order to purchase the real estate asset portfolio and loan portfolio from the banks in financial difficulty. A PORTFOLIO OF MORE THAN 50 BILLION EUROS Sareb purchased a portfolio of distressed assets worth billion from the banks, and in return has provided State-guaranteed senior debt for the assets. 2

3 This portfolio was purchased in two phases. The main tranche ( billion) was transferred on 31 December 2012, which was contributed by the four nationalised banks: Bankia, Catalunya Banc, Banco de Valencia and NCG-Banco Gallego. The second transfer ( billion) took place on 28 February 2013, which was contributed by the four banks that received State funding: Liberbank, BMN, Caja3 and Banco CEISS. CONTRIBUTING BANKS NUMBER ASSETS OF Bankia 89,814 CX 29,425 CEISS 18,115 NCG 17,887 BMN 16,138 Liberbank 14,120 Banco Valencia 6,723 Caja3 3,976 Banco Gallego 1,276 TOTAL 197,474 In total, Sareb has received almost 200,000 assets from the contributing banks, of which 54% are a wide range of different types of real estate assets. These assets are primarily plots of land and housing (vacant and rented), although there are also industrial warehouses and retail units. These properties are spread across the whole of Spain. The remainder, almost 46%, are property development loans (including amongst other assets, loans for plots of land, projects under construction and completed properties, amongst other assets). If one considers the financial value of the entire portfolio as at the transfer date, it is comprised of 77% property development loans and 23% real estate properties. 3

4 REAL ESTATE ASSETS 106,856 units By number of assets: 56% residential 26% ancillary properties 11% land 5% commercial property (retail, industrial, offices and hotels) FINANCIAL ASSETS 90,618 units By type of guarantee: 41% residential 28% land 10% retail, office, industrial 10% other guarantees 11% without guarantees Via the Fund for the Orderly Restructuring of the Banking Sector (FROB), the Spanish authorities decided that only real estate properties with a value of over 100,000 euros and financial assets worth over 250,000 euros would be transferred to Sareb. The purchase was made at a significant discount, which was determined by the Bank of Spain. BUSINESS PLAN AND SALES CHANNELS One of the first tasks Sareb s management team carried out was to establish a solid and credible business plan, which enabled it to successfully tackle the divestment process that it has been instructed to undertake. The business plan will be revised and updated by law annually. In order to achieve its sales objectives, Sareb is considering several sales marketing channels, depending on the type of property. Retail Sales Although Sareb has assets spread across the whole of Spain, its sales structure is relatively limited, which means that it has had to sign agreements with other institutions and sell indirectly to the general public. As it was established in its articles of association, the company is currently relying on the extensive sales network of the bank branches of the contributing banks in order to sell properties to retail clients. In addition to these agents, Sareb is working on diversifying the channels, in order to market all of the properties in its portfolio to retail clients. 4

5 Institutional/wholesale market and unique properties Sareb manages the sale of some of its assets both directly and via specialised agents, such as the portfolios earmarked for institutional investors and unique properties, which due to their characteristics deserve special attention. In addition, Sareb now has a wide range of flexible sales tools with which to attend the institutional/wholesale market. One of these involves the possibility of compiling portfolios depending on the investor s specific profile, including primary or secondary homes, offices, industrial warehouses or income-producing retail units. However, Sareb also has a unique and exclusive instrument, which has been specifically developed in order to serve as its very own divestment tool - Bank Asset Funds (Fondos de Activos Bancarios - FAB). These are flexible instruments, inspired by securitisation funds and collective investment institutions, and are specifically tailored to professional investors. Their set up and operation will be supervised by the Spanish Stock Exchange Commission (Comisión Nacional del Mercado de Valores - CNMV). In addition to these instruments, Sareb is not ruling out using other sales marketing tools, including Asset Leasing Companies (Sociedades de Arrendamientos de Activos), as well as SOCIMIs. SOCIMIs are commercial companies, which are normally listed, which invest in real estate properties in order to operate them over a long-term period, and are similar to Real Estate Investment Trusts (REITs). Online sales channel At the beginning of 2014, Sareb launched its online sales channel A new portal that includes a selection of plots of land, country estates, hotels, offices, industrial and retail assets. This channel started off with 450 properties, which will continue to be added to in the future. DIVERSIFIED SHAREHOLDERS Since its conception, Sareb has received overwhelming support from the financial sector to create its very own capital structure. It currently has 28 investors, which have provided 4.8 billion euros of equity to Sareb. 55% of its equity has been provided by private partners, and the remaining 45% was provided by its only public shareholder - the Fund for the Orderly Restructuring of the Banking Sector (FROB). 5

6 Sareb s shareholders include, 14 national banks (Santander, Caixabank, Banco Sabadell, Banco Popular, Kutxabank, Ibercaja, Bankinter, Unicaja, Cajamar, Caja Laboral, Banca March, Cecabank, Banco Cooperativo Español and Banco Caminos); two foreign banks, (Deutsche Bank and Barclays Bank), an energy company (Iberdrola); and ten insurance companies (MAPFRE, Mutua Madrileña, Catalana Occidente, Axa, Generali, Zurich, Reale, Pelayo, Asisa and Santa Lucía), as well as the FROB. Sareb s equity comprises 25% of capital and 75% of subordinated debt Activo Pasivo TRANSPARENCY AND GOOD GOVERNANCE The high level of public interest in Sareb s divestment activities has obliged it to impose the very highest standards of transparency and good corporate governance. One third of Sareb s Board of Directors are independent directors and the company also has several support committees that help this board of directors to complete the tasks it has been assigned (Audit Committee, Remuneration and Appointments 6

7 Committee, Management Committee, Risks Committee, Investments Committee and the Assets and Liabilities Committee). All members of the Board of Directors are also required to meet strict requirements with regard to their professionalism, integrity and relevant experience. The organisation must also comply with specific reporting requirements. For instance, it must prepare a six-monthly report on its activities, and it must produce an independent annual Compliance Report of the tasks it has been assigned. In addition to these transparency and good governance obligations that have been established under the regulations in force, Sareb has internal regulations and additional rules of engagement. These affect its shareholders, who have been subjected to a rigorous policy in order to avoid conflicts of interest. In 2013 this policy was applied 24 times. Sareb has also developed rules and regulations for suppliers that are focused on three key principles: a competitive tendering process, transparency in all selection processes, and a robust rotation of suppliers. Equally, investors who are interested in acquiring assets from Sareb will be guaranteed a competitive tendering process, transparency and the very best price from Sareb. Finally, the company has implemented a strict ethical code of conduct with its employees. In addition, the contributing bank teams that provide services to Sareb also adhere to this code of conduct. BUSINESS UPDATE Sareb began divesting the transferred assets in the second quarter of In a unique and very dynamic year, the company sold 9,000 properties via the retail channel and completed institutional transactions and sold various portfolios of assets. In terms of institutional and wholesale transactions, Sareb began to divest assets that were transferred by large listed real estate companies in June 2013 and further transactions followed. In August 2013, Sareb announced the creation of its first Bank Asset Fund (Fondo de Activos Bancarios - FAB), via which it closed Operation Bull which awarded the management of 2,000 properties to an international investment fund. At the end of 2013 the second FAB was created for the Teide portfolio, which comprised circa 2,500 properties. Sareb divested more than 900 million euros of its financial asset portfolio. Its heightened level of activity has meant that on closing 2013 and its first year, the company has achieved cashflow of 3.8 billion euros for the management and sale of properties. Which has allowed Sareb to write-off 2 billion euros of debt and to make payment of another 1.2 billion euros in interest to the contributing banks. 7

8 Sareb s first full year, closed with an Ebitda of billion and a negative net result of 261 million, after making write-downs of 259 million to its loan portfolio. For 2014, the company has set an objective of cancelling 50% more debt than the previous year. The company has already cancelled 1.4 billion of debt in Q1. In terms of real estate assets, Sareb has set itself the goal of becoming one of the top five brokers, winning market share in the busiest markets: Madrid, Barcelona, Valencia, Alicante and Malaga. The company has already raced ahead with this goal having sold an average of 43 homes per day (more than 3,800 in the first three months of the year). The institutional/wholesale channel closed a large letting transaction in the first three months of the year, which came on top of a transaction of a portfolio of medium-sized company loans. Management Between 2013 and 2014 the company carried out an in-depth due diligence of its portfolio. Thanks to this, which involved more than 1,000 professionals from 24 different companies, Sareb acquired a comprehensive understanding of the status of the 100,000 properties under its management, as well as hundreds of thousands of associated collaterals. This improved its understanding of its portfolio and has allowed Sareb to update its internal structure accordingly in order to manage the portfolio. Firstly, Jaime Echegoyen joined the company as CEO. His experience in the finance sector was a determining factor in his recruitment, as this is essential in order to drive the management of the financial assets. Two new areas were also created, which are aimed at finding new business lines and generating value for the business. Within the framework of the new strategy, Sareb will assign 100 million in order to complete residential developments under construction that are more than 80% complete. The company aims to re-start 126 developments that comprise 2,800 homes. In doing so, the company avoids the properties falling in to disrepair, improves security and will increase their value when it comes to selling them. Sareb is also reviewing its policies on the letting market. One of its medium term objectives is to convert this business line in to a recurring revenue stream with a medium term industrial approach. 8

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