Euroclear Investments SA Debt investor presentation March 2018 - - PowerPoint PPT Presentation

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Euroclear Investments SA Debt investor presentation March 2018 - - PowerPoint PPT Presentation

Euroclear Investments SA Debt investor presentation March 2018 Disclaimer NOT FOR DISTRIBUTION TO OR USE BY ANY U.S. PERSON OR ANY PERSON IN THE U.S., ITS TERRITORIES OR POSSESSIONS THIS DISCLAIMER MUST BE READ BEFORE CONTINUING This


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Euroclear Investments SA Debt investor presentation

March 2018

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Disclaimer

NOT FOR DISTRIBUTION TO OR USE BY ANY U.S. PERSON OR ANY PERSON IN THE U.S., ITS TERRITORIES OR POSSESSIONS THIS DISCLAIMER MUST BE READ BEFORE CONTINUING This presentation is not a prospectus or offering memorandum and investors should not subscribe for or purchase any securities referred to in this presentation except on the basis of information in the prospectus. The information, statements and opinions expressed in this presentation (the “Content”) do not constitute and shall not be deemed to constitute: (i) any offer, invitation or inducement to sell a security or engage in investment, financial or other similar activity; or (ii) a solicitation of an offer to buy any security; or (iii) any recommendation or advice in relation to any investment, financial or other decision. Persons considering making any investment or financial decision should contact their qualified financial adviser. The Content contains financial information regarding the businesses and assets of the Group. Such financial information may not have been audited, reviewed or verified by any independent accounting firm. The Content includes certain financial metrics which constitute alternative performance measures (“APMs”), which are non-IFRS financial measures. The APMs, as defined by the Company, may not be comparable to similarly titled financial measures as presented by other companies. Further, these APMs should not be considered as alternatives to profit after tax, operating profit or other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities as a measure of the Group’s activity. The Content may include forward looking statements, in particular, in relation to future events, growth, future financial performance, plans, strategies, expectations, aims, prospects, competitive environment, regulation and supply and demand. Words such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “projects”, “may” and similar expressions are used to identify these forward-looking statements. Such forward looking statements contain inherent risks and uncertainties and actual outcomes may differ materially from those expressed or implied in the forward looking statements. To the maximum extent permitted by law, no warranty or representation (express or implied) including, but not limited to, accuracy or completeness is made in relation to the Content, including, but not limited to, any projections or statements about the prospects of Euroclear. Any forward-looking statement contained in this presentation speaks only as of the date of this

  • presentation. Euroclear makes no commitment to update Content and expressly disclaims, to the extent lawful, liability for any errors or omissions in it. This presentation is confidential and is being

submitted to selected recipients only and may not be reproduced (in whole or in part), distributed or transmitted to any other person without the prior written consent of Euroclear. The Content is not directed at, or intended for distribution to, or use by any person or entity where such distribution or use is restricted by law or regulation. Persons into whose possession the Content comes should inform themselves about and observe any such restrictions. In particular this presentation is not intended for distribution in the United States or to U.S. persons (as defined in Regulation S) under the United States Securities Act of 1933, as amended. In the United Kingdom this presentation is being made only to and is directed only at persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and other persons to whom it may otherwise lawfully be communicated in accordance with the Order. In Belgium, this presentation is being made only to and is directed only at qualified investors within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offering and the admission to trading on a regulated market of investments instruments. Past performance, historic financial information and/or historic distributions should not be taken as an indication of current or future performance, results or distributions.

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Executive Summary

Terms of the offering

  • Offering size: €700mm dual tranche issued by Euroclear

Investments:

  • A €300-400mm, Euro denominated, 12-year fixed rate

senior unsecured debt instrument

  • A €300-400mm, Euro denominated, 30-year fixed rate

corporate hybrid debt instrument with a non-call period of 10 years

Credit rating

  • Issuer ratings: AA-/AA (S&P/Fitch)
  • Existing senior unsecured debt ratings: AA-/AA (S&P/Fitch)
  • Expected issue ratings:
  • Senior unsecured debt: AA- / AA (S&P/Fitch)
  • Corporate hybrid: A / A+ (S&P/Fitch)

Business overview

  • Established in 1968, Euroclear is a leading central securities

depository providing post-trade services

  • Provides settlement and related securities services for cross-

border transactions involving domestic and international bonds, equities, derivatives and investment funds

  • Offers transaction settlement, asset servicing and collateral

management services

Transaction rationale

  • Reinforce recovery capacity in the group in the context of the

Bank Recovery and Resolution Directive (BRRD) applicable mainly to Euroclear Investments’s principal subsidiaries, i.e. Euroclear Bank SA/NV and Euroclear SA/NV

  • The anticipated proceeds of €700mm will be downstreamed into

Euroclear Bank SA/NV and Euroclear SA/NV in the form of instruments that would include MREL and other loss absorption features

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Content

Euroclear at a glance Euroclear strategy Group consolidated financial performance Liquidity and capital management Transaction overview

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Euroclear at a glance

(*) Central Securities Depository, (**) International Central Securities Depository

6 CSDs*

serving 7 markets Euroclear Belgium Euroclear Finland Euroclear France Euroclear Nederland Euroclear Sweden Euroclear UK & Ireland

+

1 ICSD**

Euroclear Bank Gateway to the world

  • Trusted provider and leader in post-trade services to the global

financial markets

  • Founded 50 years ago
  • Mission to assist our diversified client base to:
  • Ensure securities transactions are processed safely and efficiently
  • Reduce complexity, lower costs and mitigate risks
  • Open and resilient financial market infrastructure operating under

strong regulatory oversight

  • Double-A rating: AA/AA+ (S&P/Fitch) for Euroclear Bank and AA-/AA

(S&P/Fitch) for Euroclear Investments SA

More than 1.7 million securities worldwide

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An industry-leading provider of financial market infrastructure

  • Post-trade industry leader with €28.6 trillion

assets under custody (end 2017)

  • We offer a global service:
  • To clients in over 120 countries
  • In 16 languages
  • Across 50 major markets
  • In 50 settlement currencies
  • Our international client franchise includes:
  • Over 2,000 clients
  • Over 100 central banks
  • 90% of the world’s 50 largest banks
  • Robust regulatory framework as a financial market

infrastructure, with high levels of capitalization and strong credit ratings Key figures (end 2017)

Source: Euroclear plc 2017 Annual report, subject to shareholders approval in May 2018

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Group performance highlights 2 4 5 3 1

Leading operator in global post-trade sector, ideally positioned to benefit from changing operating and regulatory environment 2017 financial performance ahead of expectations, underpinned by strong business metrics driving positive revenue growth Increased investment levels in regulatory-driven, cyber security and growth initiatives, with cost base expected to stabilise in 2018 Resilient, stable and well-diversified business Disciplined risk management framework with resilient risk profile, solid capitalisation and limited leverage

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Group structure

Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018 * DTTC Euroclear Global Collateral Limited

Euroclear plc Euroclear Investments SA Shareholders

130 shareholders 84% Sicovam Holding 16%

Euroclear SA/NV Euroclear Bank SA/NV CSDs

Directly supervised activity by National Bank of Belgium and other local regulators

100% (- 1 share) - BE 100% - LUX CH 100% (FR, BE, NL, UK, F, S) 100% (- 1 share) (BE)

Consolidated oversight by the National Bank of Belgium Not directly regulated by National Bank of Belgium

Other entities

  • Euroclear Properties

France SA

  • Euroclear Re
  • Calar Belgium

DEGCL*

S&P: AA-/A-1+ Fitch: AA/F1+

Operating income by entity

50% UK S&P: AA/A-1+ Fitch: AA+/F1+

Bond investors

Issuing entity

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  • Euroclear remains committed to serving the U.K. post-Brexit
  • Solutions identified to overcome areas of Brexit-related risk

Prudent approach to managing Brexit-related risks

  • 1. Corporate restructuring
  • Strategically important to have

top holding company inside EU

  • Intend to propose a new group

structure, with parent holding company in Belgium

  • Proposed restructuring subject

to shareholder approval

  • 2. Ireland
  • We plan to establish a new Irish

CSD using the CREST system

  • Sustainable solution to continue

supporting Irish securities market

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Content

Euroclear at a glance Euroclear strategy Group consolidated financial performance Liquidity and capital management Transaction overview

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Our vision: remain a leading partner to participants in global capital markets

Continue to strengthen our well-established European Core

One-stop shop providing safe and efficient post-trade sector services

  • Settlement, Safekeeping, Asset servicing

Expand growth initiatives

Enhancing liquidity in cash, collateral and financing markets

  • Collateral management solutions
  • Funds servicing
  • Global Reach: International markets

Explore innovation

Innovation to bring new efficiency and trading opportunities to capital markets

  • FinTech partnerships to support core business
  • Data services and solutions

Consistent strategy, building on client focus and our business expertise

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Main activities Establishing a gateway to pan-European securities, providing choice between central and commercial bank money

  • >50% of European capital market securities serviced through Euroclear Bank and 6 Domestic CSDs
  • Asset Servicing, Funds and Collateral Management services
  • Launched Single CSD service providing access to T2S for international investors

Continued investment in our European presence to maintain safe and efficient capital markets

  • Investing to implement CSD Regulations
  • Establishing a new Irish CSD to ensure continuity of service post-Brexit
  • Building new Nordic CSDs IT infrastructures
  • Enhancing cyber security resilience

Euroclear Bank ESES

Well-established, resilient European core

Settlement, Safekeeping, Asset servicing

Issuance & settlement

  • Fast, efficient, low risk processing of securities
  • Direct access to the broadest range of investors across

multiple jurisdictions

  • Leader in automation and delivery-versus-payment

settlement which ensures that cash and securities are exchanged simultaneously

  • Remunerated via a fee per instruction

Asset servicing

  • Covers all steps in the life cycle of a security
  • From distribution of a new issue to timely and accurate

custody-related services

  • Automates complex corporate actions while improving

efficiency and reducing risks

  • Remunerated via yearly fee based on asset value
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Expand growth initiatives

Collateral management solutions

We support clients in meeting evolving regulatory demands. From East to West, we connect Global Collateral Pools, providing a diversified range of innovative Collateral Management Solutions

  • OTC derivatives: continue to support clients as they transition to new regulatory regime
  • GlobalCollateral Ltd: launched Inventory Management Service; moving to client onboarding stage
  • Collateral outstanding +7% to €1.150 trillion, benefiting from innovative and diversified product offering

Fund servicing

Euroclear FundsPlace assets under custody up 13% to €2.1 trillion in 2017

  • Single access point to cross-border, offshore and domestic funds
  • Expanding network of funds markets with links to over 900 fund administrators
  • Automated trade and post-trade processing solutions for order routing, settlement and asset servicing

International ETF structure growth benefits from rise of passive management

  • Integral part of the industry: approximately 40% of European ETF industry is now international
  • Innovation continues: ETF asset class increasingly used for collateral management purposes
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Expand growth initiatives (cont’d)

Global Reach: International markets

Euroclear connects domestic markets to global investors through ‘Euroclearability’:

  • Assisting governments in developing capital market practices to meet global

investor requirements

  • Strong traction in Latin America: Chile and Peru became ‘Euroclearable’.

Argentina issued further ‘Euroclearable’ sovereign bonds after returning to capital markets in 2016

  • Continue to work with growth economies, including China, to connect to Euroclear

and increase breadth of domestic securities available through our CSD links Data and insights: new revenue growth opportunities to complement our core value proposition

  • Euroclear Information Solutions aims to provide clients with insights to manage liquidity in a smart way
  • Differentiated client offering by combining data offering with existing Euroclear solutions

Explore innovation

Data & Information Solutions

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Regulatory reforms are changing the landscape in trading and post-trading activities in Europe

  • Euroclear is well advanced with CSDR implementation. Having submitted initial applications for each Euroclear CSD in line with official timelines,

Euroclear continues dialogue with regulators in each jurisdiction to complete authorisation process

  • Well positioned to take advantage of business opportunities resulting from EU regulations that reinforce the role of financial market infrastructures
  • Definitions of CSD

activities of commercial bank money settlement

  • Capital & liquidity
  • Dematerialisation
  • T+2 settlement
  • Settlement Discipline
  • Allowing EU CSDs to

compete on a consistent regulatory playing field

  • CSD passport
  • Freedom of choice

for issuers

  • Single Settlement System

for “euro” Central Bank Money DVP settlement

  • Settlement and Corporate

Actions

  • Market practices
  • CSDs incentivised to

move ‘up the value chain’

  • Recovery & Resolution

regimes for banks/FMIs

  • MREL and bail-in
  • Basel III (LCR, Leverage,

NSFR)

  • Capital Markets Union

(integration of Europe’s capital markets)

  • MiFIR/EMIR access between

trading venues, CCPs and CSDs

  • Securities Financing

Transaction Regulation (Transparency)

Other regulations EU CSD Regulation Target 2 Securities

Financial stability Safety Cross-border efficiency Harmonisation EU Single Market Competition Consolidation

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Euroclear’s leadership team

Referenced from Fitch report on Euroclear Bank (September 2017) “Risk controls are very strong and investments in risk management, including cyber resilience, are a management priority. Management teams have a high degree of depth and relevant expertise for the bank specialized business. Euroclear Bank has a strong corporate culture with high risk awareness”

Marc Antoine Autheman

Chairman

Lieve Mostrey

Chief Executive Officer

Bernard Frenay

Chief Administrative Officer

Yves Dupuy

Chief Information Technology Officer

Frederic Hannequart

Chief Business Officer

Peter Sneyers

Chief Risk Officer

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Content

Euroclear at a glance Euroclear strategy Group consolidated financial performance Liquidity and capital management Transaction overview

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Value and volume of securities transactions settled

Revenue growth underpinned by strong operational performance

Source: Euroclear plc 2017 Annual Report, subject to shareholders approval in May 2018 – figures have been rounded

Securities held in custody

€ trillion equivalent, year-end

573 623 670 655 733 170 182 191 196 215

  • 50.0

100.0 150.0 200.0 250.0

  • 200.0

400.0 600.0 800.0 1,000.0

2013 2014 2015 2016 2017

Value of securities transactions settled (EUR trillion) Number of transactions after netting (million) 787 887 1,068 1,072 1,150

14.0 214.0 414.0 614.0 814.0 1,014.0 1,214.0

2013 2014 2015 2016 2017

Average daily collateral

  • utstanding

€ billion

24.2 26.0 27.5 27.7 28.6 14.0 16.0 18.0 20.0 22.0 24.0 26.0 28.0 30.0 2013 2014 2015 2016 2017

+3% +10% +7% +12%

  • Securities held in custody increased by 3.1% to €28.6 trillion between 2016 and 2017
  • Significant increase in value (12%) and volume (10%) of securities transactions netted in 2017 compared to 2016
  • Average daily collateral in 2017 reached €1,150 billion (7.2% increase) compared to 2016
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Financial performance in 2017 ahead of expectations

1 Business income corresponds to Net fee and commission income excluding liquidity lines costs considered as non business related items 2 EPS adjusted for deferred tax assets impairments in 2017 and IP one-off tax benefit in 2016 3 Administrative expenses as presented in the 2017 Euroclear plc annual report include the « Provisions » line item presented in this table as a a separate line item Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018

€ million 2017 FY 2016 FY Y-o-Y Business income1 1,039 999 4% Interest, banking & other income 184 163 13% Operating Income 1,223 1,162 5% Administrative expenses3

  • 809
  • 744
  • 9%

Share of result in joint venture

  • 10
  • 7
  • 41%

Operating profit before tax 403 411

  • 2%

Provisions 5

  • 35

38% Taxation and impairment

  • 172
  • 78

38% Profit for the period 236 298

  • 21%

Earnings per share2 (€/share) 84.6 83.7 1% Dividend per share 39.0 37.0 5%

  • Better than expected 2017 financial performance, with strong revenue figures
  • Net Interest Earnings uptick, as interest rates begin to rise
  • Year-on-year dividend per share up 5% and adjusted net earnings per share up 1%
  • Profit for the year of c. €270m when adjusted for one-off deferred tax asset impairments on losses carried forward in ESA and DEGCL,

in line with last year when excluding the one-off tax benefit in 2016 related to the IP termination with the Bank (see adjusted EPS figures)

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Operating profit levels stable, despite planned investments

* Business income corresponds to Net fee and commission income, excluding liquidity lines costs considered as non business related items Source: Euroclear plc 2017 Annual Report, subject to shareholders approval in May 2018

  • Business income increased in 2017 by 4% compared to 2016
  • Operating margin decreased slightly following increase of operating expenses
  • Operating profit before impairment and taxation at stable levels, despite planned investments in regulatory and

cyber initiatives Operating profit before impairment and taxation

€ million

Business income* and Operating margin

€ million

890 938 997 999 1,039 33.0% 34.6% 35.4% 35.4% 33.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% 2013 2014 2015 2016 2017

Business Income Operating margin 326.1 359.2 400.6 411.0 [VALUE] 0.0 50.0 100.0 150.0 200.0 250.0 300.0 350.0 400.0 450.0 2013 2014 2015 2016 2017

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Underlying RoE and adjusted EPS consistent with prior year levels

Source: Euroclear plc 2017 Annual Report, subject to shareholders approval in May 2018

Adjusted return on equity

  • Adjusted ROE in line with last year, demonstrating resilience with regards to capital requirements as a Financial

Market Infrastructure supported by strong issuer credit ratings Adjusted net earnings per share

€/share

8.3% 8.7% 8.7% 7.7% 7.5%

0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0%

2013 2014 2015 2016 2017 69.3 78.6 87.0 83.7 84.6

0.0 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 90.0 100.0

2013 2014 2015 2016 2017

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Euroclear Investments SA’s stand-alone historical performance

  • Cash flows and P&L are mainly driven by recurring dividend upstreaming from group operating entities
  • At the end of 2016, assets mainly comprised financial participations (€581 million), cash at banks (€121 million) and loans (€505 million)

Income statement

€ million

Balance sheet

€ million

* Source: Euroclear Investments unconsolidated financial statements as of and for the years ended 31 December 2016 and 31 December 2015

2016 2015 2014 Net interest income / expenses 0.2 0.2 0.2 Other income 0.9 1.2 0.9 Dividend income 90.1 212.2 251.1 Operating income 91.2 213.6 252.2 Operating expenses

  • 1.5
  • 1.4
  • 1.3

Operating profit 89.7 212.2 251.0 Tax 0.1 Net profit 89.8 212.2 250.9 2016 2015 2014 Cash & cash equivalent 121 5 10 Loans and advance 505 16 18 Other assets and accrued income 2 1 1 Participations in group company 581 589 581 Total assets 1,209 611 610 Long-term debt 595 – – Other liabilities 2 Shareholders’ equity 613 610 610 Total liabilities 1,209 611 610

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Content

Euroclear at a glance Euroclear strategy Group consolidated financial performance Liquidity and capital management Transaction overview

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Strong credit ratings for both issuer and instrument

Both rating agencies rated the issuer one notch lower than Euroclear Bank, which is mainly due to Euroclear Investments being:

  • A non-operating holding company
  • Not directly supervised by the group regulator (NBB)

Rationale for strong issuer credit rating:

1.

Projected cash flow ratios remain consistent with minimal financial risk profile assessment

2.

Euroclear group will maintain its:

  • Low risk profile
  • Satisfactory underlying profitability
  • Strong capitalisation
  • Leading position in its business

3.

Strong capacity to service the debt issue

Rating agency Euroclear Investments (“the Issuer”) ratings Existing senior debt ratings New senior issue ratings (expected) New hybrid issue ratings (expected) Euroclear Bank ratings S&P AA- / A-1+ AA- / A-1+ AA- / A-1+ A / XX AA / A-1+ Fitch AA / F1+ AA / F1+ AA / F1+ A+ / XX AA+ / F1+ Referenced from Fitch report on Euroclear Bank (October 2016)

“The bank franchise is sufficiently strong and diversified to generate sound profitability while maintaining their current low risk profile”

Referenced from Fitch report on Euroclear Bank (October 2016)

“Risk controls are very strong and investments in risk management are a management priority. To date, the track record of avoiding operational losses has been strong”

Referenced from S&P report on Euroclear Bank (November 2015)

“Strong risk-management controls and track record of very low losses arising from operational and credit risks.”

Referenced from S&P report on Euroclear Bank (November 2017)

“Exceptional current liquidity position, aided by good cash flow generation and

  • n-balance-sheet liquid assets”
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3 main types of risk in Euroclear activities

Operational risk Risk of loss resulting from inadequate or failed internal processes, people and systems, or external events. Includes custody risk, model risk, fraud and cyber, business disruption, system failures and model risk Euroclear operates a robust group-wide operational risk management framework that focuses on the identification, assessment, management, monitoring and reporting of operational risks and issues Banking risks (Euroclear Bank only) Credit risk Risks arising from the default or failure of a participant or counterparty to meet their agreed upon financial obligations to Euroclear Liquidity risk Risks arising from being unable to settle a cash or securities obligation when due resulting from inappropriate and/or insufficient liquidity sources Market risk Risks to Euroclear (on or off balance-sheet) positions arising from movements in market prices. Market risk arises from possible changes in foreign exchange rates, interest rates, equity or commodity prices Credit risk is borne mainly by Euroclear Bank as a single-purpose settlement bank. Credit risks are closely monitored both intra and inter day. Other operating entities have a very low financial risk appetite with settlement services offered in central bank money Liquidity is key to Euroclear Bank’s business model. We operate a robust framework for managing intra and inter day operations with a high level of preparedness for unexpected and/or significant liquidity shocks Euroclear Bank has a low level of market risk derived primarily from interest rate and foreign exchange exposures resulting from investment of its capital and future earnings. No trading activity takes place. A hedging strategy is in place to mitigate this risk Legal and compliance risk Risks arising from applicable or upcoming laws, regulations, market rules and prescribed practices in all relevant jurisdictions, enforceability of contracts, conflicts of laws between jurisdictions A group-wide ethical and compliance framework aims to adequately identify, monitor and manage legal and compliance risks. The risk areas monitored include, inter alia, fraud, market abuse and money laundering, and also consider the risks arising from upcoming regulations

Key risks Mitigating actions

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Group operational risks are managed tightly

Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018

  • Low operational risk profile of Euroclear Bank and group

CSDs is demonstrated by its loss history, with very few loss cases observed over the past 10 years

  • Firm commitment, dedicated resources and adequate insurance

policies to ensure business continuity and operational risk management

  • Scenario analysis is used to assess operational risks at very

high confidence levels, combining internal loss history and external loss data

  • Implementation of Lean management philosophy in 2008-2009

(together with other measures) reduced operational risks

  • 3 data centres provide business continuity

(2 synchronous data centres in France, 1 asynchronous data centre in Belgium enabling same-day resumption of business critical services)

  • 4 operational centres further support business continuity

(2 operational centre in Belgium, 1 in Poland, 1 in Hong-Kong) Risk Weighted Assets – operational risk & loss history

500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 2015 2016 2017 RWA - operational risks (€ million) Operational losses / operating profit before taxation (%)

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Conservative approach to credit risk

Risk Weighted Assets – credit risk

€ billion

Clients credit exposures

  • More than 99% of credit to clients is extended on a very short term

and secured basis

  • More than 99% of secured credit is granted to investment grade

clients and is backed by investment grade collateral

  • Unsecured credit only granted to exempt entities, in accordance

with regulation

Treasury credit exposures

  • Treasury exposures arise principally from cash balances left on

account by Euroclear Bank’s clients (c. €17 billion end 2017)

  • Largest part of treasury exposure engaged on an overnight basis
  • More than 85% of treasury activity conducted on a secured basis
  • 98% of treasury counterparts (secured & unsecured) are investment

grade and predominantly A- rated or better

As a result of our conservative risk profile and credit exposures, which are almost entirely short-term and secured, Risk Weighted Assets (RWA) only represent a very low fraction of total group assets (<10%)

Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018

  • 5

10 15 20 25 2015 2016 2017 Total assets RWA credit risk

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Liquidity risk and group cash flows

Financial assets portfolio: liquidity risk carefully managed

According to investment policies, group own cash is invested:

  • In AA/AAA government or supranational EUR-denominated and ECB eligible securities, with very short term maturities

for Euroclear Bank

  • For all other entities of the group (incl. CSDs) in a combination of:
  • EUR term deposits or similar products with maturity not exceeding 3 years and counterparties rated A or better
  • EUR government bonds qualifying as High-Quality Liquid Assets (HQLA) and corporate bonds with an average A rating

(duration of portfolio below 2 years)

  • High degree of investment granularity: maximum exposure to a single counterparty of 10% of group regulatory capital

Group cash flows demonstrate strong liquidity levels

  • Debt proceeds will increase recovery capacity in the group
  • Debt repayment can be funded by group operating cash flows, while distributions can be accommodated to ensure

repayment at maturity

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Industry-leading capital position

Source: Euroclear plc consolidated figures as of year-end 2017, subject to shareholders approval in May 2018 * Combined Capital conservation buffer (1.9%) and O-SII buffer (0.7%) reach about 2.6% on top of the SREP requirement (buffers applicable in 2017)

  • Euroclear SA/NV is subject to prudential supervision by the National Bank of Belgium (NBB) and minimum Pillar 1 – CET1 capital

requirements (under CRD IV)

  • As of December 2017, the group capital position was around five times the minimum CET1 capital required under CRD IV (including

the O-SII buffer and the capital conservation buffer)

  • Euroclear SA/NV consolidated has been designated by the NBB as a domestic systematically important institution and is required to

satisfy a Supervisory Review and Evaluation Process (SREP) capital requirement mostly linked to operational and credit risks. This requirement is larger than average bank requirements (given the very low RWA density). As at December 2017, the group CET1 ratio was close to double the overall requirement

  • Group capital ratios are expected to reach 40-45%, following group distribution policy
  • Self-financing of the EU CSD regulation implications

Capital ratio and regulatory own funds (€ billion)

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39.0 37.0 36.3 31.5 29.6 2017 2016 2015 2014 2013

Constant dividend payer with growing shareholder’s equity

Source: Euroclear plc Annual reports – 2017 report subject to shareholders approval in May 2018

  • Proven track record of commitment to delivering long-term value to shareholders, while preserving significant

shareholder’s equity Dividend per share

€ +5%

3,212 3,244 3,476 3,560 3,671

500 1,000 1,500 2,000 2,500 3,000 3,500 4,000

2013 2014 2015 2016 2017

Total group shareholder’s equity at year end

€ million +3%

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Content

Euroclear at a glance Euroclear strategy Group consolidated financial performance Liquidity and capital management Transaction overview

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Rationale for the transaction

  • Proactively build MREL capacity in advance of the

final Minimum Requirement for own funds and Eligible Liabilities (MREL) being communicated

  • Reinforce recovery capacity in the group in the

context of the Bank Recovery and Resolution Directive (BRRD) applicable mainly to Euroclear Investments’s principal subsidiaries, i.e. Euroclear Bank SA/NV and Euroclear SA/NV

  • Downstream anticipated proceeds of €700mm into

Euroclear Bank SA/NV and Euroclear SA/NV in the form of instruments that would include MREL and other loss absorption features Euroclear Investments SA Euroclear SA/NV Euroclear Bank SA/NV

Bond investors

Senior unsecured bond EUR 300-400mm – 12 yrs Corporate hybrid bond EUR 300-400mm – 30NC10 yrs

Proceeds downstreamed Proceeds downstreamed

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Senior Notes 30 NC 10 Hybrid Notes

Issuer

  • Euroclear Investments SA

Issue Date

  • [ 2018]

Currency

  • EUR

Proposed Offering

  • Senior Notes (the “Senior Notes”)
  • Subordinated Resettable Fixed Rate Notes (the “Hybrid Notes”)

Issuer Rating

  • AA- (stable) / AA (stable)

Expected Rating*

  • [AA-] / [AA]
  • [A] / [A+], typically 2 notches below the senior ratings

Ranking

  • Direct, unsubordinated, unsecured and unconditional obligations, pari passu

among themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application

  • Direct, unsecured and subordinated obligations, senior only to Junior Securities, pari passu to

Parity Securities, without preference or priority among themselves Maturity Date

  • [] 2030 (Year 12)
  • [] 2048 (Year 30)

Issuer Call Option

  • None
  • At Par on [ 2028 (Year 10)] (“First Call Date”) and any Interest Payment Date thereafter

Interest Rate

  • The Senior Notes bear interest from (and including) [•] 2018 at the rate of [•] per
  • cent. per annum, payable annually in arrear on [•] in each year and for the first

time on [•] 2019

  • (a) From the Issue Date (including) to the First Call Date (excluding): at a fixed rate of []% per

annum, payable annually in arrears (ACT/ACT)

  • (b) Thereafter: resets at the First Call Date and every 5 years thereafter to the prevailing 5 Year

Euro Mid-Swap plus the initial credit spread of []% payable annually in arrears (ACT/ACT) Interest Deferral

  • None
  • Optional interest deferral at the Issuer’s discretion. Deferral cumulative and compounding (cash

settled)

  • Optional settlement of deferred interest at any time
  • Mandatory settlement of deferred interest upon: (i) a distribution on, or repurchase or redemption
  • f, Junior or Parity Securities, (ii) redemption of the Notes (iii) upon the occurrence of an

Enforcement Event (including winding-up, etc.) (all subject to customary carve-outs) Early Redemption Events

  • Taxation reasons, Make-whole redemption or following an Event of Default
  • Issuer Call Option from First Call Date
  • Withholding Tax Event or Substantial Repurchase Event (>80%), each at Par
  • Rating Methodology Event or Tax Deductibility Event, each at 101% until the First Call Date, then

at Par thereafter Event of Default

  • Non-payment, Breach of other obligations, Cross-default, Insolvency, Winding-up

etc., Analogous event, Change of ownership or Unlawfulness

  • None

Exchange/ Variation

  • None
  • Yes, in case of a Withholding Tax Event, Rating Methodology Event, Tax Deductibility Event

subject to certain conditions including not materially prejudicial to the hybrid Noteholders Issuer Substitution

  • Yes, subject to certain conditions including not materially prejudicial to the Senior

Noteholders

  • Yes, subject to certain conditions including not materially prejudicial to the hybrid Noteholders

Replacement Language • None

  • Intent-based replacement language (subject to customary carve outs) until maturity

Equity Credit

  • None
  • S&P: ‘Intermediate’ (50%) until the First Call Date ([ 2028) / Fitch: 50% until Year [ 2043 (Year

25)] Listing / Docs

  • Irish Stock Exchange / Standalone prospectus (RegS)

Denominations

  • EUR 100,000

Governing Law

  • English law
  • English law, except for subordination provisions governed by Luxembourg law

IFRS Treatment

  • Liability
  • Liability

Summary Senior and Hybrid Terms

This information has been prepared solely for information purposes – the summary of any proposed transaction described herein is incomplete and subject to change without notice. It is neither meant to be, nor should it be construed as, an attempt to define all the terms and conditions regarding a proposed issuance of securities. Summary terms should be read in conjunction with full Terms and Conditions and Prospectus *A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organisation.

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SLIDE 34

34

Hybrid Structural Comparison

Issuer

Euroclear Investments Deutsche Börse Alliander Total Allianz

Issue Date [Mar-2018] Jul-2015 Jan-2018 Oct-2016 Jan-2017 Size / Coupon [€300-400mn / ] €600mn / 2.748% €500mn / 1.625% €1,500mm / 3.369% €1,000mm / 3.099% Re-offer Spread [] ms + 226.3bps ms + 95.2bps ms + 310bps ms + 235bps Equity Credit (M/S/F)

  • / 50% / 50%
  • / 50% / -

50% / 50% / - 50% / 50% / - 25% / 100%(2) / 100%(3) S&P Equity Cliff [Mar-2028] Feb-2021 Jun-2025 Oct-2026 Jul-2027 Tenor [30NC10] 25.5NC5.5 PerpNC7.4 PerpNC10 30.5NC10.5 Senior Debt Rating (M / S / F)

  • / AA- / AA
  • / AA / -

Aa2 / AA- / - Aa3 / A+ / - Aa3 / AA / - Instrument Rating (M / S / F)

  • / [A] / [A+]
  • / A+/ -

A2 / A / - A2 / A- / - A2 / A+ / - Notching

  • / [2] / [2]
  • / 2 / -

3 / 2 / - 2 / 2 / - 2 / 2 / - Issuer Call Option [2028], and on every IPD thereafter 2021, and on every IPD thereafter 2025, and on every IPD thereafter 2026, and on every IPD thereafter 2027, and on every IPD thereafter Interest Rate (Initial interest rate, reset, and step-ups) Fixed until the first call date, then resets every 5 yrs to € 5 yr ms + ICS Fixed until the first call date, then resets every 5 yrs to € 5 yr ms + ICS + relevant step-up Fixed until the first call date, then resets every 5 yrs to € 5 yr ms + ICS + relevant step-up Fixed until first call date, then reset every 5yrs to € 5 yr ms + ICS + relevant step-up Fixed until first call date, then floating 3m EURIBOR + ICS + relevant step-up Step-ups None 25bps in yr 5.5 500bps if a CoC Call Event occurs and the Notes are not called 25bps in yr 12.4 75bps in yr 27.4 25bps in yr 10 100bps in yr 30 100bps in yr 10.5 Optional Interest Deferral Cumulative Cumulative Cumulative Cumulative Cumulative Mandatory Interest Deferral None None None None Insolvency Event, Regulatory Prohibition, Solvency Capital Event Pusher / Stopper Pusher Pusher Pusher Pusher Pusher Special Redemption Event WHT (100), T(101*), R(101*), SR [>80%] (100) WHT (100), CoC (100), T(101*), R(101*), SR [>75%] (101*) WHT (100), T(101*), R(101*), A (101*), SR [>80%] (101*) WHT (100), T(101*), R(101*), A (101*), SR(1) WHT (100**), R(100**), A(100**), T (100**), Reg (100**) Replacement Language Intention based Intention based Intention based Intention based n/a Ranking Subordinated Subordinated Subordinated Subordinated Subordinated Listing Ireland Luxembourg and Frankfurt Amsterdam Paris Luxembourg IFRS Treatment Liability Liability Equity Equity Liability Denominations €100,000 €1,000 / €1,000 €100,000 / €1,000 €100,000 / €1,000 €100,000

IPD = Interest Payment Date; ICS = Initial Credit Spread; WHT = Withholding Tax / Gross-Up Event; T = Tax Event; A = Accounting Event; R = Rating Agency Event; SR = Substantial Repurchase Event; CoC = Change of Control; Reg = Regulatory Event; *Redemption price changes to 100 after first call date; ** Subject to replacement with other own funds regulatory capital of at least the same quality if redemption occurs prior to Jul-2022; (1) 101* for Premium Substantial Repurchase Event (≥90%), 100 for Par Substantial Repurchase Event (<90%, ≥75%); (2) Provided within headroom limits; (3) 100% credit for Capital Adequacy Ratio; included in Fixed Charge Coverage and Financial Leverage Ratio; Source: Companies’ offering circulars, Bloomberg This information has been prepared solely for information purposes. Summary terms should be read in conjunction with full Terms and Conditions and Prospectuses

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SLIDE 35

35

Summary

Euroclear's robust financial performance:

  • 2017 results ahead of expectations despite planned investments in cyber, regulatory and innovation initiatives

reflecting resilience of business model

  • Operating model can absorb higher volumes of activity with limited increase in costs
  • Conservative balance sheet and capital strategy reflected in our strong ratings

Rationale for debt issuance in Euroclear:

  • €300-400 million senior debt and €300-400 million corporate hybrid issuance to increase recovery

capacity in the Group

  • Strong repayment capacity supported by stable cash flow generation

Euroclear capital position will remain extremely solid post issuance:

  • Target 40-45% fully loaded common equity Tier 1 ratio
slide-36
SLIDE 36

Bernard Frenay

Group Chief Financial Officer T + 32 2 326 23 06 F + 32 2 326 14 49 bernard.frenay@euroclear.com

Baudhuin Douxchamps

Head of Corporate Finance T + 32 2 326 94 70 F + 32 2 326 14 49 baudhuin.douxchamps@euroclear.com

Martine Deroanne

Head of Corporate Financial Advisory T + 32 2 326 12 08 F + 32 2 326 14 49 martine.deroanne@euroclear.com euroclear.com

Charles Meeus

General Manager Euroclear Investments SA T + 352 27 48 50 84 F + 352 27.48.50.60 charles.meeus@euroclear.com