Annual General Meeting of Shareholders 26 April 2019 1 Corporate - PowerPoint PPT Presentation

Annual General Meeting of Shareholders 26 April 2019 1

Corporate video ‘Reflections’ 2

Wim van den Goorbergh Chairman 3

AGENDA 6) Composition of the Supervisory Board: appointment of 1) Opening remarks and announcements Supervisory Board member 2) Annual report 2018 – Discussion item a) Opportunity to make recommendations for the a) Report of the Managing Board appointment of a member of the Supervisory Board – b) Report of the Supervisory Board Discussion item c) Corporate Governance b) Proposal to reappoint Mr Christner as member of the Supervisory Board – Voting item d) Implementation of the remuneration policy in 2018 7) Issuance and repurchase of shares – Voting item 3) Annual accounts 2018 – Voting item a) Proposal to authorize the Managing Board to issue shares a) Proposal to adopt the 2018 financial statements b) Proposal to authorize the Managing Board to restrict or b) Proposal to distribute a total dividend of EUR 0.86 per exclude pre-emptive rights ordinary share, resulting in a final dividend of EUR 0.36 per ordinary share c) Proposal to authorize the Managing Board to repurchase shares 4) Discharge – Voting item 8) Proposal to reappoint Ernst & Young as auditor for the a) Proposal to discharge the Managing Board financial year 2019 – Voting item b) Proposal to discharge the Supervisory Board 9) Any other business 5) Proposal to amend the remuneration of the members of the 10) Closing Supervisory Board – Voting item 4

Agenda item 1 Opening 5

OPENING REMARKS AND ANNOUNCEMENTS ▪ Welcome ▪ English translation available, which will also be published on the website Number of votes ▪ On the record date, 29 March 2019, the issued capital of the company consisted of 147,513,369 ordinary shares ▪ 1,045,599 ordinary shares are held by NIBC Holding N.V. as treasury shares. No votes may be cast on treasury shares ▪ The total number of voting rights which can be cast at the AGM equals to 146,467,770 ▪ Number of votes present at the AGM is 126,167,752 6

VOTING INSTRUCTIONS ▪ All shareholders present received a voting form ▪ Proxies have been given to Allen & Overy before the AGM and votes were casted electronically before the AGM ▪ These are both represented by Allen & Overy, which results in the majority vote being represented by A&O ▪ Please complete on your voting form how you would like to vote for each voting item ▪ Return voting form to Company Secretary after the meeting ▪ Detailed voting results will be made available on the website as soon as possible 7

Agenda item 2a Annual Report 2018 Report of the Managing Board Discussion item 8

Paulus de Wilt CEO 9

10

REFLECTING ON THE WORLD AROUND US Softer economic conditions ahead SOLID ECONOMIC DEVELOPMENTS IN THE BUSINESS CONFIDENCE LEVEL SEEMS TO DUTCH ECONOMY, SOLID FUNDAMENTALS… NETHERLANDS AND GERMANY 1 HAVE PEAKED 2 ▪ International, highly competitive economy ▪ Housing price increase 8 103 ▪ Low un-employement 6 102 …BUT INTERNATIONAL CHALLENGES REMAIN: 4 101 ▪ Interest rate environment: low for even longer ▪ Brexit deadline is nearing, yet uncertainty remains 2 100 ▪ International trade tensions, particularly between the US and China 0 99 ▪ Turn of the (economic) cycle? 2015 2016 2017 2018 2015 2016 2017 2018 2019 NL GDP (%) GE GDP (%) NL GE NL Unemployment (%) GE Unemployment (%) 1 Real GDP growth in percentage, y-o-y. Sources: Dutch Statistics Office (NL) ; German Federal Statistics Office (GE) 2 Source: OECD (2019), Business confidence index (BCI) 11 3 Sources: World Bank and Eurostat, 2017

CORPORATE CLIENT OFFERING Record origination and active rebalancing leading to stable, more granular portfolio CORPORATE LOAN ORIGINATION REBALANCING FACTS AND FIGURES INCREASED ORIGINATION WELL DIVERSIFIED CORPORATE STRONG NET PROMOTOR CLIENT EXPOSURE SCORE (NPS) 3.7bn 9.9bn 63% C+ ▪ Leveraged Finance reduced by EUR 220 mln, but In EUR bn off-balance activities increased through EUR 3,7 450 mln CLO /PRIME ▪ Reduction of equity portfolio: Sale of NEIF leading to a one-off result and significant 72 reduction of RWAs 3,1 3,1 ▪ Growth in more granular portfolios like Leasing /OUTPERFORMER (BEEQUIP, +52%) and receivable finance (+23%) 2016 2017 2018 ▪ Expansion to Nordics 12

RETAIL CLIENT OFFERING Record origination fuelling both on- and off-balance mortgage portfolio MORTGAGE LOAN ORIGINATION GROWTH FACTS AND FIGURES INCREASED ORIGINATION MATURE GRANULAR NIBC DIRECT CUSTOMER SURVEY MORTGAGE PORTFOLIO SCORE SAVINGS 9.3bn 7.7 3.4bn NIBC DIRECT CUSTOMER SURVEY MORTGAGE LOAN PORTFOLIO LOW RISK PORTFOLIO 11,6 SCORE MORTGAGES In EUR bn ▪ On-balance portfolio growth of ± EUR 0.4 billion 8.1 9,8 ▪ Growth of owner-occupied portfolio of 5%, with 2,4 8,8 Loan-to-Value (LTV) of 72% 0,7 0,3 0,6 0,4 0,6 ▪ Moderate growth in Buy-to-Let (+2.5%), with LTV 0,4 of 52% CAMPAIGNS 8,6 8,2 8,0 ▪ ▪ NIBC Direct 10yr Anniversary Strong growth OTM portfolio from EUR 0.7 billion to EUR 2.4 billion ▪ 2016 2017 2018 Dutch television in ‘Heel Holland Bakt ’ Owner-occupied Buy-to-let ▪ ‘ Aflossingsblij ’ Fair value adjustment Originate-to-manage 13

REFLECTING ON OUR STRATEGIC PRIORITIES Continuous evolution of client franchise, expertise and propositions ▪ Record origination on corporate client side in combination with active 1 Further optimisation of capital structure and rebalancing leads to stable corporate client portfolio diversification of funding ▪ Record production for on- and off balance exposure on retail client side: ▪ Sustainably lowered funding costs from 87 to 73bps NIBC is well positioned for changing consumer behaviour ▪ Further RWA reduction by 9% ▪ CETI ratio further strengthened to 18.5%, well above 2 Focus on growth of asset portfolio in core markets medium-term objective 6 ▪ 52% growth in lease receivables ▪ Total dividend of EUR 126 million (EUR 0.86 per share) ▪ 23% growth in receivables finance offering, supporting for example iwoca, Ratepay ▪ On-balance growth of mortgages of ± EUR 400 million Ongoing investment in people, culture and innovation ▪ IMD and McKinsey to gain outside-in view 3 Diversification of income 5 ▪ High personnel turnover (-18%) due to active ▪ Increased OTM mandate to EUR 3.5 billion. Drawn rebalancing of the organisation portfolio at 2.4 billion ▪ Bank- wide ‘Virgin Pulse’ Vitality program ▪ Diversified LF offering to off-balance with successful ▪ Continued talent investments leads to record year for closing of EUR 450m North Westerly V CLO trainees, with large well diversified group ▪ Markets business still challenging 4 ▪ Over EUR 3,000 training expenses per employee Building on existing agile and effective organisation ▪ Strategic investments made in various fintechs ▪ Permanent and increased focus on ‘Know Your Customer’ (KYC) and Anti -Money Laundering results in further strengthening of processes on both sides of the business 14

Herman Dijkhuizen CFO 15

From IPO date till 25 April 2019 SHARE PRICE DEVELOPMENT 100 105 110 115 NIBC INDEXED PEER COMPARISON 65 70 75 80 85 90 95 23-03-18 06-04-18 18-04-18 30-04-18 11-05-18 23-05-18 04-06-18 NIBC 14-06-18 26-06-18 06-07-18 18-07-18 30-07-18 ING 09-08-18 21-08-18 31-08-18 12-09-18 24-09-18 ABN 04-10-18 16-10-18 26-10-18 07-11-18 v.Lanschot 19-11-18 29-11-18 11-12-18 21-12-18 07-01-19 17-01-19 29-01-19 AEX 08-02-19 20-02-19 04-03-19 14-03-19 26-03-19 05-04-19 17-04-19 Thousands TRADING VOLUME NIBC SHARE PRICE 7,80 8,00 8,20 8,40 8,60 8,80 9,00 9,20 9,40 9,60 1.000 1.500 2.000 2.500 3.000 500 0 March May July September November January 01-02-19 01-02-19 05-02-19 05-02-19 07-02-19 07-02-19 11-02-19 11-02-19 13-02-19 13-02-19 15-02-19 15-02-19 19-02-19 19-02-19 21-02-19 21-02-19 25-02-19 25-02-19 27-02-19 27-02-19 01-03-19 01-03-19 05-03-19 05-03-19 07-03-19 07-03-19 11-03-19 11-03-19 13-03-19 13-03-19 15-03-19 15-03-19 19-03-19 19-03-19 21-03-19 21-03-19 25-03-19 25-03-19 27-03-19 27-03-19 29-03-19 29-03-19 02-04-19 02-04-19 04-04-19 04-04-19 08-04-19 08-04-19 10-04-19 10-04-19 12-04-19 12-04-19 16-04-19 16-04-19 18-04-19 18-04-19 16 24-04-19 24-04-19