NEMEA BANK ANNUAL REPORT 2012

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1 NEMEA BANK ANNUAL REPORT 2012

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3 I NEMEA BANK ANNUAL REPORT 2012 I NEMEA BANK IN A FEW WORDS - Nemea s planned spearhead product is the revolutionary nip the Nemea Instant Payment, enabling transfer of money globally in real time and for free, providing private individuals, corporations and institutions with vast value added - Nemea is a modern pan-european bank licensed to provide banking and investment services to the 30 EU and EEA countries with an aggregate home market of 500 million people and a total GDP of EUR 10 trillion - Nemea does not run a network of traditional physical branch offices but offers its products and services exclusively online - The Bank focuses on serving internationally oriented individual clients of two core segments the Gen X and Y young students and professionals, the global citizens of the future and the cosmopolitan entrepreneurs, executives and professionals, people leading international lives - Nemea is strategically located in Malta, an EU member state that is the middle point between Europe, Africa and Middle East, forming the vast EMEA region of more than 1.5 billion people I 3 I

4 I NEMEA REVOLUTIONIZES GLOBAL PAYMENTS I NEMEA REVOLUTIONIZES GLOBAL PAYMENTS I 4 I

5 I NEMEA BANK ANNUAL REPORT 2012 I I 5 I

6 I CONTENTS I TABLE OF CONTENTS Nemea Bank in a Few Words... 3 Period in Review... 8 Letter to stakeholders Strategy, Business, Performance and Responsibility Strategy and Structure Current Market Environment Industry Drivers & Trends The Creation of Nemea from an Idea to an Institution Risk Factors Measurement and Analysis of Performance Financial Results Balance Sheet and Off-Balance Sheet Cash Flows Employees Corporate Responsibility Risk, Treasury and Capital Management Risk Management and Control Risk Concentrations Credit Risk Market Risk Investment Positions Operational Risk Interest Rate and Currency Management Liquidity and Funding Management Capital Management Shares and Capital Instruments Corporate Governance and Compensation Group Structure and Shareholders Capital Structure Board of Directors Compensation Shareholders Participation Rights Share Register Information Auditors Information Policy Regulation and Supervision I 6 I

7 I NEMEA BANK ANNUAL REPORT 2012 I 4 Financial Statements Directors Report for the Year Ended 31 December Independent Auditor s Report Statement of Comprehensive Income for the Year Ended 31 December Statement of Financial Position as of 31 December Statement of Changes in Equity for the Year Ended 31 December Statement of Cash Flows for the Year Ended 31 December Notes to the Financial Statements The Bank s Four Year Summary Cautionary Statement Regarding Forward-Looking Statements I 7 I

8 I THE YEAR 2012 IN REVIEW I YEAR IN REVIEW - The financial year from 1 January to 31 December 2012, the fourth financial period of the Bank, was a continued period of preparation and catch up - with no full business operations yet taking place due to the extensive delays in the core banking system development, with the Bank continuing to provide a limited offering of offline services to corporate and institutional clients Operations remained profitable despite the inability to run the planned business model for the fourth consecutive year - More corporate and investment banking cases were successfully concluded, which were undertaken to respond to the demand from SME clients despite the initial focus on implementing the retail online offering - The team was strengthened with both additional and replacement recruitment - The Bank progressed in the development of the core banking system in-house - The Bank started acting as an investment manager of alternative investment funds. I 8 I

9 I NEMEA BANK ANNUAL REPORT 2012 I LETTER TO STAKEHOLDERS Nemea Bank has finished its fourth financial period. Despite the continued sovereign financial crisis and a sluggish overall economy in Europe, the Bank closed the year 2012 with a profit. During the year, the Bank expanded its inhouse resources for proprietary systems development through recruitment, while progress took place through the attainment of certain milestones such as the relaunched web presence of the Bank and a simple online deposit product. Based on previous work, the Bank expects to launch its basic online banking service during 2013, after all these years of system-related delays to take off on the path of growth in European consumer banking. In terms of the operating environment, there was little difference between the years 2011 and 2012, with the continuation and deepening of the sovereign financial crisis due to badly managed public finances and irresponsible overspending in so many countries as the governing theme of the year. Gradually, and increasingly, it is being recognized that the European welfare state model is outdated, unsustainable and unaffordable and must be profoundly re-engineered to enable any future economic success. Europe seems to be deeply crippled by rigid structures with significant past rather than futureoriented constituencies fighting for their maintenance like Don Quixote fighting against the windmills. Such forces impeding necessary evolution in the structures of European societies and economies only deepens the problems and pushes the countries closer and closer to the edge of an abyss, as has been very visibly seen in some of the major European countries, where elections brought about a change in political colors in power, in some cases with disastrous results. For an operator strongly dependent on the direction of the underlying economy, such developments are mostly worrying, as they only turn the circumstances from bad to worse, with some governments seemingly devoid of any rational strategy for the future. In our opinion, banks which are already under pressure as a result of the recessionary environment, have also to cope with the impediments being construed by politicians, regulators and central bankers, making the burden for banks rather excessive to bear. Isn t it obvious that in difficult economic circumstances, any regulation should be loosened to a practical maximum rather than tightened to the very maximum, to help the banking sector to fulfill its economic function of maturity transformation i.e. transforming short-term customer deposits into long-term corporate and private household loans to finance investment rather than to suffocate all of it? As it has been seen so many times, trying to prevent any causes that led to the previous excesses in the economic cycle from re-emerging by extreme regulation never works: the causes for the next economic bubble never tend to be the same ones as those of the previous cycle, and almost always tend not to be seen or detected in time by most, as if they were, they could be prevented from boiling over in time through appropriate action. But as this is not the case, why to spend so much time, energy and taxpayers money in trying to kill something of the past and at the same time strangle and stifle any future growth, by making the whole financial services sector like a handicapped duck along the way, rather than to show any sign of enlightened guidance and supervision, guiding the markets in a pragmatic manner to cut off excess but not by killing off the everyday business as what is happening right now? It is possibly naïve, to think that by regulating everything the world would become more governable and any I 9 I

10 I LETTER TO STAKEHOLDERS I Mika Lehto and Heikki Niemelä crises would suddenly be eliminated for good. It should not be for everyone to bear the burden of some other people s intellectual limitations, who try to understand things by forcing laws and regulation that forces business and structures into shapes that are not natural, not normal and do not make any sense, like in some cases forcing banks to split essentially integrated parts of their businesses into separate ring-fenced entities. Just when the world was liberated from most the planned economies more than 20 years ago, it seems that they are in fashion especially in Europe, which should be heading to a totally opposite direction rather than repeating certain despicable ideology of taxing, regulating, taxing, regulating to death everything and anything that moves. This can only lead from weakness to weakness, and there is absolutely nothing good about it. Europe does have a lot of potential, but it seems that it has such decision makers that take it further and further away from the realization of such potential. This is again deeply regrettable, given that an operator like us is very dependent on the underlying economic engine and its strength. Without incentive and reward for innovation, risk taking and success, no one will innovate, take risk or be able to succeed, and without those elements no economic machine will churn and pull the underlying societies from their depths and put them back on the track of growth. Despite of the general direction less drifting in Europe is heading, we abide by our vision and see our future in bright colors, despite of all challenges we have faced and will face. The ever globalizing world, even if where some nations may practice their quixotic fights against inevitable and unavoidable by various degrees of protectionist measures, makes the world more and more fascinating, combined with ever evolving technologies. Continued system development Our experience with IT systems has so much proven that systems really are a core competence of a bank, especially when everything in financial services is dematerialised, virtual, digital: if one is not in full control of one s own systems and the development they constantly require, not much can be done in this business. I 10 I

11 I NEMEA BANK ANNUAL REPORT 2012 I Even if it is always a challenge to build strong platforms from scratch, it is essential for long-term success. In 2012, we expanded our full-time development team that was in the beginning of the year one person, adding one senior developer in the spring and one young web developer in the summer. During the year, some first building blocks of the future system were created including some core databases for clients, accounts and session data, and functionalities to facilitate online private client registration and its processing, and a simple online deposit product. The deposit product did not result in material volume as it was not promoted due to the ongoing development process in the system functionality. Given that the web presence of the Bank had remained unchanged in waiting for the previous third-party system, a new website was created with the help of a skilled graphic designer, photographer and the new in-house web developer, and launched in the end of the summer. The site was also adapted to tablets and smartphones as well given their ever-increasing share as internet browsing devices. Now, when the website has been refreshed and is presentable, the next steps are to introduce step by step the full functionality of the online consumer bank and start launching in different languages for different European markets during the year Entry into alternative investment fund management Late 2012, the Bank had started preparing for the alternative investment fund umbrella under Nemea Alternative Investment Funds (SICAV) Ltd, the umbrella vehicle as well as the first sub-fund Nemea Credit Opportunities were licensed in the summer 2012, and launched in the autumn. Both the parent company and the Bank acted as the seed investor into the fund, which specializes in the debt instruments issued by normally unlisted SME companies. The fund is expected to grow during 2013 through continued fundraising, increasing awareness and growing supply of new investment opportunities. It is possible that other sub-funds are launched over the course of the year. Results While the Bank has not been able to operate in line with its originally intended business plan including online consumer banking, it was able to grow Corporate and Investment Banking business that is generally less dependent on such system platforms as consumer banking. The revenues grew supported by such Corporate and Investment Banking activity providing financing and investments to SME corporate and institutional clients, which enabled the year to be closed at a net profit of EUR 23 thousand despite of slight growth in the cost base. For the financial year 2012, the Bank generated a profit before tax of EUR 42 thousand, a decrease of EUR 153 thousand over 2011 figure of EUR 195 thousand, out of net operating income of EUR 972 thousand, a decrease of 9% on the previous year. These results form of course a less than satisfactory achievement, when compared to our expectations for the year, which were to be able to be much further in terms of our online banking platform and to be able to launch such businesses and generate additional significant revenue streams therefrom. The net result, after tax expense, amounted to a positive EUR 23 thousand, resulting in a ROE of 0.4%, a decrease of 1.8% over the previous year s ROE of 2.3%. I 11 I

12 I LETTER TO STAKEHOLDERS I The Bank aims at distributing the net profit to its parent company in line with the Maltese practice between parent company and its operating subsidiary. Over the year, total assets grew by 38% to EUR 8,347 thousand due to a small increase in loans and deposits, even if no significant amount of new deposits nor loans to fund the Bank s operations were processed during the period due to the unavailability of the fully functional banking systems. Loans to clients grew to EUR 1,567 thousand, or 55%, and the deposits to EUR 2,184 thousand, or 416% when compared to The Bank practically funded all of its operations from its own capital, and continued to be largely unlevered. While we expected the balance sheet to grow materially during 2012 and the CAD ratios to fall proportionally down to more normal levels generally seen at commercial banks, this did not yet happen to the extent expected due to the aforementioned reasons. While it might be satisfying to some, in the middle of the continued crisis, to say that in terms of CAD ratios, the Bank was probably one of the proportionally better capitalized banks in an environment, where strong Tier 1 and total capital ratios are highly appreciated, for us, it correspondingly reflected a dissatisfactory situation, where we could not be where we expected to be and leverage our resources in a more optimal manner. The year 2013 will be the starting to catch up with that. Human resources Over the course of the period under review, further recruitment was undertaken, mainly focusing on the systems development team and the Treasury activities. At the end of the year, there were 11 employees at the Bank, in addition to the Board of Directors actively contributing to the setup of the Bank s operations, compared to 10 employees at the end of 2011, increasing our team by one member on the net level, with the gross recruitment having been 5 people over the course of the year. The Bank did not realize any further recruitment than that, as the capacity of such additional employees could not have been leveraged to a satisfactory extent at that stage, while there has been a continued effort to try to identity skilled individuals in the areas of Risk Management, Treasury/Capital Markets and further for systems development. These efforts continue and will be accelerated to fill in certain positions soonest in IT (software development), Risk Management, Compliance/Internal Audit and Treasury/Capital Markets to fill certain important slots within the operations of the Bank. Given the gradual introduction of the online services, both Marketing/Communications and Client Service areas are expected to grow, with a gradual introduction of multi-lingual teams serving client segments across Europe. We have seen that finding skilled and competent employees is one of the greater challenges in Malta, which is of course understandable given its short history as an open economy with a small financial services sector and still growing specialized sectors such as information technology. It is critical that Malta will improve the facilities to provide sufficient higher education and basic training to form better and more viable pools of talent, as such limitations of supply are clear impediments for the development of the sector. In our case, we will, as we have done, continue to look beyond the shores of Malta, for the kind of talent we need for our operation, as it is not even a choice, it is a pure must in these circumstances. The other feature we have seen within the Maltese labor force is certain instability and impatience despite having somewhat deficient skill sets and competences. It is rather laborious to teach, train and educate the people to even approach the levels of standard we require in everything we do, and it is rather frustrating and disappointing to see so many either fall badly short of the levels of expected performance or be I 12 I

13 I NEMEA BANK ANNUAL REPORT 2012 I otherwise volatile and unable to settle down and focus on the work at hand instead of hassling around and causing us unnecessary diversion. In our past experiences, we have got used to see much more professional, stable and reliable people and performance than what we have seen here in Malta. Events after the closing of the financial period Just before Christmas 2012, we signed a Memorandum of Understanding to acquire the business and investment funds of Northern Star Partners, a smaller Helsinki, Finland based asset and fund management firm with EUR 250 million under management, with the discussions undergoing as at the date of this letter. The year 2013 has commenced encouragingly, with the pipeline for new business in Corporate & Investment Banking looking promising, and together with a growing inflow of new client deposits, the progress in our proprietary operating system development effort and the staggered launch of our online banking service, all these provide us with an encouraging and inspiring starting point for the year to build our business further and towards the levels aimed at by our business plan. An inspiring outlook 2013 This year, we expect several important things to take place. First, we expect to be able to complete a fully functional basic proprietary platform for our core and online banking system, subject to availability of sufficient resources while the availability of sufficient competent resources did not materialize in 2012, as we hoped, one way or the other, it will happen this year. Second, given the operating platform, we expect to increase active consumer deposit taking and lending activity, thus finally leading to the formation and growth of a properly leveraged bank balance sheet. Third, we expect to more effectively utilize certain ecosystems for the generation of SME corporate and institutional business, leading to a better leveraging of our integrated business model and the synergies it can fundamentally enable. This all is expected to eventually lead to significant growth and profitability, turning our course around altogether. Since the beginning of our project to establish this bank, we have always had ambitious goals and objectives. While we had started very small, and even if we have so far remained very small, we will grow to become a leading player capable of achieving significant things. We never give up before achieving our long-term objectives, and that means hard work for decades to come. Our unwavering determination, persistent, hard work and patience never to give up before achieving our goals will take us there. We have the right vision, the right objectives, the right tools and skills and increasingly better team to get there. As in any enterprise, success never comes without hardships and challenges, and one is never worthy of any success without mastering and enduring any such hardships, but our true entrepreneurial work will take us there. That is something we have never doubted, even if the challenges experienced have temporarily taken a lot of our energy, time and effort without reward or immediate compensation. At the same time, the incredible opportunity ahead gives us inspiration, strength and stamina to continue on our path towards unchanged objectives. And while we expect our businesses, people and presence to grow and diversify, we will also increasingly pay attention to the nurturing, application of and respect for our values and culture, expecting every Nemean to live and breathe them, as culture and values will be the key glue in holding everything together, guiding our people to behave, act and represent themselves in the Nemea way, up to our standards of excellence in everything they do and towards everyone they meet. Innovation, intelligence, incentive and integrity must show in all aspects of our work and activity, maintaining our innovative approach, being incentivized to act and take initiatives I 13 I

14 I LETTER TO STAKEHOLDERS I forward, developing, evolving things, having the intelligence to think through things, listen, use common sense and be of high integrity in everything we do. Abiding by thesee things will be a source of pride for all of us. We thank our colleagues and our team for their commitment, dedication and contribution as welll as the support and positive collaboration we have experienced with our other key stakeholders, and are looking forward to a successful 2013 both with the new members of the team and those who are loyal and trustworthy ones since earlierr phases of the journey. When our proprietary platform is in place, and the general economy has cleared its way towards a new trajectory of recovery and growth, the Bank will be perfectly positioned to capture the growth opportunity ahead, and produce such fruitful resultss that are in the interests of all of its stakeholders. Heikki Niemelä Co-Chairman Mika Lehto Co-Chairman I 14 I

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16 I STRATEGY, PERFORMANCE AND RESPONSIBILITY I I 16 I

17 I NEMEA BANK ANNUAL REPORT 2012 I 1 STRATEGY, BUSINESS, PERFORMANCE AND RESPONSIBILITY This section presents the Bank s strategy and business, and discusses its performance. The Bank s role vis-à-vis its employees and the society at large as part of its corporate responsibility which is also explored. I 17 I

18 I STRATEGY & STRUCTURE I STRATEGY AND STRUCTURE Nemea Bank is a modern pan-european provider of banking and investment services, serving a discerning, international client base of individuals based in the countries of the EU/EEA area. Nemea Bank does not operate a traditional network of physical branches but distributes its services exclusively online providing superior accessibility, efficiency and convenience to its clients. The NIP, Nemea Instant Payment, a free real-time online global money transfer is the planned spearhead service of the Bank. What we do Our planned strategy is simple: - We will offer the nip, the Nemea Instant Payment, a free global online money transfer as core service; - This service is complemented with a growing number of premium quality banking, investment and later insurance services that are offered with style, substance, speed, security and good value for money; and - Our operations generate funds, which we invest for additional return, and we earn interest, fee, commission and premium income from our products and services to generate income and profits. The strategy is executed in phases. The service will be first launched as an Englishlanguage version only, consisting of personal banking products and services from 2012, when the in-house development will start producing functional system modules, initially by invitation only. Gradually, the service will be opened to wider audiences. Who are our clients Initially, we will offer our retail banking services mainly to private individuals, and the most likely early adaptor segment therein that are global citizens, internationally oriented people, both Generation X, Y and Z young students and professionals, and international executives, professionals, entrepreneurs and other high net worth individuals, forming a smile curve. In later phases, we will focus more on merchants, corporations and institutions as our clients. Expansion of our client segments Phase 1: Private Individuals. Our initial target market consists of private individuals who often are frustrated with the risks, delays and costs of international money transfers. Initially, we will facilitate mainly international money transfers between individual clients e.g. friends and family members, and between consumers, who have entered into a direct transaction with each either online or offline. During the initial phase, we will limit the amount of new clients with the by invitation only method, both to test and improve the service, and prevent any overload during the early operational phase. I 18 I

19 I NEMEA BANK ANNUAL REPORT 2012 I New accounts will be opened online. A client pack will be introduced that will include account documentation, a debit or credit card, and optional features, if the client has selected a premium pack, and will be delivered to all new clients. Phase 2: Small and Medium-Sized Businesses. The growing client base, requests from consumers, active communications, and the economic benefits will attract online merchants, consumer services companies, and public entities like municipalities and government agencies to open accounts with us, and start receiving payments securely, in real-time and for free. Service examples: e-invoice, single click payments, secure direct debit, secure identification and strong authentication. Phase 3: Corporations. Finally, multinational industrial, financial, and service companies will also want to benefit from the time and cost savings made possible with secure, real-time, and free money transfers, and will join the party. Service examples: global cash pooling, dynamic limit and risk management, real-time reporting, automated collecting, budgeting and planning tools. Our products for retail clients The description below reflects the planned products and services for retail banking started in 2012, continued in 2013 and are ongoing in a phased manner: Payments and Money Transfers. The key service is the secure, real-time, and free global money transfer nip, the Nemea Instant Payment. The clients can deal with their payment and money transfer needs free of charge. Accounts. A new account is opened online. Money can be transferred to our bank from any bank account. Cash can be deposited to the Bank from most branches of thirdparty banks worldwide. Cash can be withdrawn from a million ATMs with Visa acceptance worldwide. We offer different types of accounts, including current and savings accounts, respectively, for daily transactions and savings purposes. The interest rate of the account is dependent on the daily balance, with improving rates with larger balances. Real-time balance information and information on loans and investments is always available. Our account statements, confirmations etc. are available online. Credits & Loans. We are focusing on individual loans, commercial loans and especially on the provision of smaller consumer credits that are relatively short-term. Consumer credit is non-collateralized and based on the creditworthiness of the client i.e. sufficient income and/or financial assets, clean credit record etc. We will later on extend our offering to other consumer loan products such as mortgages and car loans, while the consumer loan segment is deemed highly attractive with sound risk-reward ratios. Payment Cards. We will gradually offer globally recognized debit and credit card products to our clients while acting as the card issuer under the Visa brand. Mutual Funds. We will subsequently offer, initially, third-party mutual fund products in money market instruments, bonds, equities, and mixed funds through our website. They will be best of breed products provided by leading fund managers. Securities. We will subsequently offer the facility to buy, sell and trade equities, fixed income, derivatives, currency, and commodity products through best-of-breed online brokerage facility as part of our service. I 19 I

20 I STRATEGY & STRUCTURE I Distribution Our products and services are offered exclusively online, as online distribution of financial services maximizes user convenience, security, speed, confidentiality, 24/7 availability, and cost efficiency. During 2012, we launched a refurbished website and the online banking facility. Geography We are a pan-european bank planning to serve clients based in the European Union/the European Economic Area. In the future, we will expand our offering into a global one in gradual steps. Client benefits Immediate benefits for all clients will be obvious: savings in time and money and increased ease and convenience. For organizations, the opportunity to globally consolidate cash positions in real-time and receive and make payments for free lowers transaction costs, increases interest and investment income, reduces working capital requirements and the cost of capital, and thus improves profitability. In addition, the added convenience and ease offered to clients leads to an enhanced client experience, enhanced risk management, decrease in errors, lower credit losses, and a sophisticated image. This, in return, results in greater client satisfaction and thus creates stakeholder value. Economics Despite offering free global money transfers, the objective of the Bank is to create superior shareholder value. It earns money on the invested funds and generates income by offering value added products and services. Combined with low cost structure and prudent risk management, it results in healthy profitability. Profitability with sustainable and controlled growth creates a valuable franchise. I 20 I

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