Acquisition of Retail operations of Barclays Portugal 3rd September 2015

Agenda

1. Key Messages

2. Transaction Rational

3. Financial Considerations

4. Transaction Schedule

5. Summary

2

1.- Key Messages

3

o Barclays Retail operations in Portugal represents an excellent Platform to develop Bankinter organic growth strategy in its priority business segments: Private Banking, Personal Banking & Mid-Corporates

o Stable and recurrent insurance business that allows us to replicate the success of our joint venture with Mapfre in Bankinter Vida.

o Bankinter business model has been reinforced during the crisis and it has demonstrated that a financial system under restructuring can be an excellent opportunity for growth

o Financial conditions are advantageous and the transaction builds shareholder value (EPS accretive from day one and sustainable ROIC over 10% in the medium term)

o Limited size and impacts in balance sheet, results, liquidity and solvency.

4

2. Transaction

Rational

Transaction Summary

5

o Transaction perimeter comprises Barclays Commercial Banking operations in Portugal and the related insurance business but excludes Investment banking and Barclaycard.

o Bankinter to acquire banking assets and liabilities with in the transaction perimeter for a cash consideration of ~100M€ which implies P/BV of 0,4X

o Bankinter Vida, our joint venture with Mapfre, to acquire assets and liabilities linked to the insurance operations for ~75M€ which implies PER 2014 of 5,9x

o Earnings accretive from year 1 with a sustainable ROIC over 10% in the medium term

o Subject regulatory approvals

o Expected closing of the transaction in 1Q16

Description of the Opportunity

6

Same regulatory / Supervisory

environment

Economy in the phase of recovery

and incipient growth

Fragmented financial system

under restructuring with relatively higher

spreads

Excellent timing to attract talent

o Barclays retail operations in Portugal have an excellent strategic fit with Bankinter.

o The Franchise is currently on run off and therefore not taking advantage of the current market situation

o The performance of the business can be turned around by focusing on growth in its current business segments as well as in Mid Corporates

o Bankinter has proven that financial crises are an opportunity for organic growth

o Attractive price that creates value for shareholders

7

Clients & Products o Affluent focused retail franchise o Strong client satisfaction and prescription

Distribution o Optimised branch network with strong presence in

wealthiest regions o Low development of remote servicing

Asset quality o Derisked balance sheet o Residential mortgage quality better than average o Significant cover ratios in the corporate book in run off

Talent o High quality local management and staff

Profitability o Following the restructuring of the business, retail

operations are already profitable and income covers for the franchise costs

Barclays Portugal retail operations Key facts

Barclays Portugal retail operations Key Figures

8

Distribution Network

Madeira

15

5

2

2 1

1 5

1

3

3

2

30

1

4

1

6

1

84

branches

1

Azores

Retail Client Base

1.200

42.900

120.600

Private Banking

Personal Banking

Mass Market

Additionally there are 18.400 SMEs and 1.900 Corporate Clients.

6% Mkt Share

5% Mkt Share

Significant growth potential

9

Become a reference player in Portugal in Private and Personal Banking and a challenger in Corporate Banking

Grow in number of clients in Private & Personal Banking and increase share of wallet trough cross selling (CRM)

Reactivate business with Mid Corporates currently in run off. Replicate Bankinter business model and be present in the whole financial cycle of enterprises

Resume lending in residential mortgages and enterprises

Improve productivity and client convenience through the application of technology

Improve liquidity position

Bankinter organic growth performance

+25% Lending to Enterprises

5yrs

x2 Mortgage

production in 2015 vs 2011

+ 45% Clients

Deposits in the last 5yrs

~x2 AUMS Private Banking in the

last 5yrs

-50% Commercial

gap since 2011

10

3. Financial

Considerations

11

Value Creation

Retail banking operations Theoretical Book Value (e) Dec 2015 ≈ 250M€

Price of the transaction (1) ≈ 100M€

Implied P/BV multiple (e) Dec 2015 0,4X

Key Conditions

o Earnings accretive from Year 1

o Sustainable ROIC above 10% in the medium term

o No material Fair Value Adjustments foreseen (1)

(1) Final price and fair value adjustments to be determined post closing

12

Key ratios of the combination

Proforma Key ratios of the transaction – June 2015

43.112

32.561

576

2.142

20.073

627.419

4.276

362

4.881

2.500

52

576

2.936

184.938

1.002

84

0% 20% 40% 60% 80% 100%

Credit & Loans

Deposits

LTD

Foreclosed assets

NPLs

NPL ratio

Coverage ratio

AuMs (off balance)

Customers

Employees

Branches

47.993

35.061

128%

628

2.718

5,0%

52%

23.009

812.357

5.278

446

10,7% 4,4%

195% 123%

Total Combination

43% 86%

13

Capital neutral transaction

320

120

200

K consumption Badwill (e) AT1 issue

Capital funding of the transaction in million €

Capital neutral in phase in terms

Badwill to finance 1/3 of capital needs

AT1 issue for a more efficient capital base

Badwill net of taxes

14

4. Transaction

Schedule

15

Transaction schedule

Sept ‘15 o Signing &Transaction announcement

4Q15 o Regulatory approvals o Separation project

20

15

2

01

6 1Q16 o Closing

4Q16 o Full system integration

16

5. Summary

17

Summary

o The transaction will allow Bankinter to expand its successful business model into Portugal

o Bankinter has demonstrated that a financial system under restructuring can be an excellent opportunity for growth

o Barclays strong presence in the wealthiest regions and focus on the affluent segment represents an excellent platform for further organic growth in our target segments

o The acquisition of the insurance business reinforces our strategic alliance with Mapfre and provides a recurrent source of income

o Favourable financial terms creates shareholder value from day one and recurrent ROIC over 10% in the medium term

o The initial impact on Bankinter´s balance sheet, results, liquidity and solvency will be very limited

Thanks

Annex

19

20

Annex 1 Summary Financial Statements 1H15

€m 1H2015

Net interest income 35,6

Other income 21,6

Total income 57,2

Retail & Wealth impairment -5,1

Corporate impairment 13,7

Income post impairment 65,8

Staff costs -28,2

Other costs -25,9

Profit before tax 11,7

Pro forma Profit and Loss Statement

€m 1H2015

Loans & Receivables 4.881

Other Assets 118

Cash 107

Total Assets 5.106

Total customer deposits 2.501

Wholesale funding 2.244

Other Liabilities 106

Notional Equity 255

Total Liabilities & Equity 5.106

Pro forma Balance Sheet

21

Annex 2 Macroecomic data

-4%

-3%

-2%

-1%

0%

1%

2%

3%

4%

2009 2011 2013 2015e 2017e

Annual GDP growth rate (%)

Source: IMF, Bank of Portugal and Govt. & Bank of Spain

5%

9%

13%

17%

21%

25%

2009 2011 2013 2015e 2017e 2019e

Risk premium (spread vs. 10Y in bps)

Unemployment rate (%)

-

200,00

400,00

600,00

800,00

1.000,00

1.200,00

1.400,00

1.600,00

en

e.-

08

ab

r.-0

8ju

l.-0

8o

ct.-

08

en

e.-

09

ab

r.-0

9ju

l.-0

9o

ct.-

09

en

e.-

10

ab

r.-1

0ju

l.-1

0o

ct.-

10

en

e.-

11

ab

r.-1

1ju

l.-1

1o

ct.-

11

en

e.-

12

ab

r.-1

2ju

l.-1

2o

ct.-

12

en

e.-

13

ab

r.-1

3ju

l.-1

3o

ct.-

13

en

e.-

14

ab

r.-1

4ju

l.-1

4o

ct.-

14

en

e.-

15

ab

r.-1

5ju

l.-1

5

192

134