Bulgarian Capital Markets Day

CEE Macro Overview

Plamen Radkov CEEMEA Investment Banking

Citigroup Global Markets Ltd

18 May 2017

Citi Corporate and Investment Banking

Table of Contents

1. CEE Macro Update

2. Capital Markets Update

3. CEE M&A Trends

4. Citi Presence and Track Record in CEE

1. CEE Macro Update

3.4%

2.9%

2.3% 2.3%

1.8% 2.2%

2.8%

3.0%

4.8%

3.5%

1.8% 1.5%

(2.0%)

(1.0%)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017E 2018E 2019E

GDP per Capita Growth (PPP) (%, 2010A–2019E)

Real GDP Growth (%, 2010A–2019E)

Resilient GDP Growth Well Above EU Average…

Source: EIU.

Bulgaria Czech Republic Hungary Poland Romania EU28

4.3%

3.5%

2.3%

2.2%

2.1%

2.6%

3.0%

3.0%

5.5%

4.2%

1.6% 1.3%

(2.0%)

0.0%

2.0%

4.0%

6.0%

2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017E 2018E 2019E

1

Unemployment (2013A–2019E)

Exports as % of GDP (2010A–2019E)

…Driven by Exports and Private Consumption

Inflation1 (2013A–2019E)

Real Private Consumption Growth (2010A–2019E)

Source: EIU.

Note: 1 Based on consumer price index.

Bulgaria Czech Republic Hungary Poland Romania EU28

36.5%

52.5%

63.6% 66.4%

48.4%

63.3%

80.3%

83.1% 66.8%

79.7%

92.6% 92.2%

27.2%

37.9%

51.9% 59.6%

32.7%

26.9%

41.2% 44.3% 33.7%

38.9%

44.0% 47.8%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2000A

2001A

2002A

2003A

2004A

2005A

2006A

2007A

2008A

2009A

2010A

2011A

2012A

2013A

2014A

2015A

2016A

2017E

2018E

2019E

11.3%

8.7%

7.4%

7.7%

5.5%

4.8%

10.2%

5.1%

4.1%

13.5%

9.0%

8.4%

7.1% 5.9%

5.5%

11.0%

8.7% 7.6%

2%

4%

6%

8%

10%

12%

14%

2013A 2014A 2015A 2016A 2017E 2018E 2019E

0.9%

(0.8)%

2.8%

1.4% 0.7%

2.0% 1.7%

0.4%

2.5%

1.1%

(0.7)%

1.2%

4.0%

(1.6)%

2.6%

1.5%

0.3%

1.7%

(2%)

(1%)

0%

1%

2%

3%

4%

5%

2013A 2014A 2015A 2016A 2017E 2018E 2019E

1.4% 2.1% 2.3%

0.9%

2.8%

2.1%

(2.7)%

5.0%

1.1%

2.7% 3.6%

2.7%

1.0%

7.1%

3.9%

0.8%

2.2%

1.4%

(4%)

(2%)

0%

2%

4%

6%

8%

2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017E 2018E 2019E

2

GDP per Capita as % of EU Average (PPP) (%, 2010A–2019E)

GDP per Capita (PPP) (US$, 2016A)

Per Capita GDP Steadily Converging to EU Levels

Source: EIU.

19,250

35,010

27,310 27,760

23,903

40,100

Bulgaria Czech Republic Hungary Poland Romania EU28

28.8%

43.2%

48.0% 51.2%

71.3%

84.0% 86.8%

89.3%

52.2%

62.3% 67.8%

71.5%

47.1%

55.6%

68.4%

72.6%

26.2%

48.8%

59.6%

64.3%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

90.0%

100.0%

2000A

2001A

2002A

2003A

2004A

2005A

2006A

2007A

2008A

2009A

2010A

2011A

2012A

2013A

2014A

2015A

2016A

2017E

2018E

2019E

Bulgaria Czech Republic Hungary Poland Romania

3

Relatively Healthy Public Finances

Source: EIU.

Bulgaria

Czech Republic

Hungary

LithuaniaPoland

Romania

Slovenia

EU28

Serbia

Slovakia

France

UK

Germany

Spain

Italy

Croatia

Latvia

Estonia

0%

20%

40%

60%

80%

100%

120%

140%

(5)% (4)% (3)% (2)% (1)% 0% 1% 2%

Pu

blic

De

bt/

GD

P (

20

16

)

Budget Balance (2016)

4

2. Capital Markets Update

Current Rate Environment in Europe - Close to Record Lows

Source: Bloomberg, Markit iBoxx Core Indices. Dashed line represents 10-year average.

CCC Index B Index BB Index 10-Year German Bund 5-Year EUR Sw ap Rate BBG Dataset

10-Year Avg: 16.32% 10-Year Avg: 9.58% 10-Year Avg: 6.58% 10-Year Avg: 2.07% 10-Year Avg: 1.83%

5-Year Avg: 12.70% 5-Year Avg: 6.87% 5-Year Avg: 3.96% 5-Year Avg: 0.92% 5-Year Avg: 0.58%

Current: 9.90% Current: 5.10% Current: 2.71% Current: 0.42% Current: 0.25%

10-Year High: 64.62% 10-Year High: 27.33% 10-Year High: 18.54% 10-Year High: 4.68% 10-Year High: 5.20%

10-Year Low : 7.82% 10-Year Low : 4.83% 10-Year Low : 2.60% 10-Year Low : -0.19% 10-Year Low : -0.18%

0%

5%

10%

15%

20%

25%

30%

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Yie

ld (

%)

BB Index B Index CCC Index 10-Year German Bund 5-Year EUR Swap

Greece downgraded to

CCC

Greek elections

Cyprus requests bailout Subprime

mortgage crisis

emerges in the

US

Greece requests first loan

from EU and IMF

ECB starts

QE

Lehman Brothers collapse

The UK votes to

leave the EU

-0.50

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18

Yie

ld (

%)

10yr Bund Citi ForecastAverage Forecast High ForecastLow Forecast

CCC Index B Index BB Index

10-Year Avg: 16.32% 10-Year Avg: 9.58% 10-Year Avg: 6.58%

5-Year Avg: 12.70% 5-Year Avg: 6.87% 5-Year Avg: 3.96%

Current: 9.90% Current: 5.10% Current: 2.71%

10-Year High: 64.62% 10-Year High: 27.33% 10-Year High: 18.54%

10-Year Low: 7.82% 10-Year Low: 4.83% 10-Year Low: 2.60%

10-Year German Bund 5-Year EUR Swap Rate

10-Year Avg: 2.07% 10-Year Avg: 1.83%

5-Year Avg: 0.92% 5-Year Avg: 0.58%

Current: 0.42% Current: 0.25%

10-Year High: 4.68% 10-Year High: 5.20%

10-Year Low: -0.19% 10-Year Low: -0.18%

10-Year Bund Rate

5

1.2 0.72.9 3.2 2.4

0.8 1.2 0.8

1.0

9.46.5

17.6

13.6 16.8

12.9

5.32.2

10.19.3

20.8

15.9

17.6

14.1

6.1

2010 2011 2012 2013 2014 2015 2016 2017

HY Bonds Lev Finance

Source: Bloomberg and Citi, as of 12th May 2017.

Eurobond Issuance (€bn)

Eurobond Issuance Breakdown

High Yield & Leveraged Finance Issuance (€bn)

HY Bonds vs Leveraged Loans Issuance (€bn)

10.9 11.8 10.714.7

9.1 9.5 9.0

8.8 5.65.9

10.1

1.0

6.3

1.8

2.2 7.3

3.7

2.6

4.1

5.1

2.9

12.3

9.1

4.0

8.1

4.7

24.8

37.1

29.431.4

22.2

25.6

10.7

0

5

10

15

20

25

30

35

40

2011 2012 2013 2014 2015 2016 2017

Issuance V

olu

mes (€bn)

Q1 Q2 Q3 Q4

2016FY

Issu

er

Typ

e

2015FY

Cu

rren

cy

Financials Sovereigns Corporates

2017YTD

86%

9%5%

82%

10%

8%

95%

3% 2%

21%

14%

10%11%

44%

19%

25%

20%

17%

19%

34%

20%4%

13%

29%

Poland Slovenia Slovak Republic Romania Rest of CEE

CEE Debt Primary Market is Open

6

1.0 2.0 3.9 3.3

1.6 2.7

4.7

7.1

1.8

4.2 4.3

4.1 4.3

0.8

1.7

3.8 6.0

6.3 4.6 1.2

3.8

8.9

2.3 5.6

2.4

2.2

10.1 9.3

20.8

15.9

17.6

14.1

6.1

2010 2011 2012 2013 2014 2015 2016 2017

Q1 Q2 Q3 Q4 Tot

Strong CEE Equity Markets Recovery Post-Crisis, but Less Dramatic on USD Basis

50

100

150

200

250

300

2009 2010 2011 2012 2013 2014 2015 2016 2017

Price R

ebased t

o 1

00

WIG BET BUX SOFIX

50

100

150

200

250

300

2009 2010 2011 2012 2013 2014 2015 2016 2017

Price R

ebased t

o 1

00

WIG BET BUX SOFIX MSCI EM EMEA

Index Performance (Local Currency) Index Performance (USD)

Source: Bloomberg as of 9th May 2017.

Index

% Change

2009-17

CAGR

2009-17

WIG (Warsaw) 128% 10.4%

BET (Bucharest) 187% 13.4%

BUX (Budapest) 172% 12.7%

SOFIX (Sofia) 85% 7.6%

Index

% Change

2009-17

CAGR

2009-17

WIG (Warsaw) 74% 6.9%

BET (Bucharest) 95% 8.3%

BUX (Budapest) 79% 7.2%

SOFIX (Sofia) 45% 4.5%

MSCI EM EMEA 29% 3.1%

7

6.0

11.2

5.8

3.6

6.6

2.5

1.5

2.5

0.8

1.2

1.4

0.5

0.7

0.71.50.2

1.3

1.4

0.3

0.6

0.3

0.6

0.3

7.4

11.7

6.5

3.9

9.5

4.7

2.7

4.7

1.6

2009 2010 2011 2012 2013 2014 2015 2016 2017YTD

Poland Hungary Czech Republic Romania Others

Equity Issuance Down but Increasingly Geographically Diversified

CEE Issuance by Country between 2009-2017 ($bn)

Polish Privatisation Programme

Polish Corporate Offerings

Romania Privatisations

GE disposal

of Moneta

Hungarian

Privatisation

Hungarian

Privatisation

8 5 15 13 14 8 13 8 11 #deals(1)

Source: Dealogic. Data as of 9th May 2017.

Note: (1) Number of Deals >$100m

8

Government and Corporate Monetisations Dominate Issuance

2.4

5.0

2.7

1.0

2.2

1.0 1.0 1.20.5

3.6

6.7

3.8

2.8

6.1

3.1

1.6

3.0

1.1

1.4

1.2

0.6 0.5

7.4

11.7

6.5

3.9

9.5

4.7

2.7

4.7

1.6

2009 2010 2011 2012 2013 2014 2015 2016 2017YTD

IPO Follow-On Convertible

CEE Issuance by Type between 2009-2017 ($bn)

(1) Number of Deals >$100m. Data as of 9th May 2017.

Source: Dealogic

Hungary EB into

Richter Gedeon Hungary EB into

Richter Gedeon

IPOs in Early Wave of Polish Privatisations Polish Privatisations

Follow-ons

Polish Bank Disposals:

- PKO (Government)

- Pekao (UniCredit)

- BZ WBK (Santander)

GE disposal of

Moneta

IPO + 2 Follow-ons

UniCredit disposal

of Pekao

MEB + Follow-on

9

8 5 15 13 14 8 13 8 11 #deals(1)

Wide Divergence in Relative Size of Equity Markets

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

2009 2010 2011 2012 2013 2014 2015 2016 2017

Avg

. M

kt C

ap /

GD

P

Poland Romania Hungary Bulgaria

Source: IMF & Bloomberg

Free-Float Market Cap as a Percentage of GDP

10

3. CEE M&A Trends

CEE M&A Value (US$ in Billions)

M&A Activity on the Rise

CEE M&A Volume (No. of Deals)

1Q 2Q 3Q 4Q

$3.4 $2.7$5.1

$2.8 $1.3

$11.5$6.4 $7.3 $5.9

$3.8 $3.6 $4.6 $5.0$7.5

$3.1 $4.8 $2.9 $3.1

$8.0$4.9

$4.6

$1.8 $4.5

$7.6 $15.8 $15.7

$6.8

$3.2 $4.8

$14.3

$5.8$5.0

$6.1$6.3

$3.3 $0.5

$3.0

$3.9$3.8

$3.1$4.4

$4.3

$8.4 $4.9

$4.7

$5.9

$9.6

$6.1

$3.5$2.4

$3.8$3.2

$3.5

$4.3$7.3 $3.5

$1.8

$8.6

$14.4

$5.7$7.5

$2.9$7.4

$6.5

$5.8

$9.1$11.7

$4.7$5.5

$27.6$18.6 $18.8

$16.9

$9.5

$18.8

$37.9 $36.4 $35.4

$20.3 $20.3

$24.4

$30.8

$23.5

$26.6

$17.7$19.9

$37.3

$3.6

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

455332 258 308

199 226 293 311 343221 266 262 242 244 207

304 370 302

393

317259

318

142 162

243353 349

190305 263

193 224 270

369443

60

341

269

233166

136216

251

350 352

188

244239

215 234 275

404309

359

263

192 193

153

282

255

347 296

241

293281

273 235

356

369413

1,548

1,181

942 985

630

886

1,042

1,361 1,340

840

1,1081,045

923 937

1,108

1,4461,535

362

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Source: Thomson Reuters SDC.

11

Mid cap deals

dominate the market

414303 237 201 137 216 283

439 480365

514408

300 334516

782650

155

314

218139 144

123125

162

239 193

129

208217

190 158

139

210

249

36

68

64

66 6328

3638

46 46

23

23

25

32 27

47

4252

9

278

164

146 149

105121

128

137 120

54

9251

6375

62

75113

41

94

69

55 80

43

105

111

145 142

71

74

73

80 92

82

59 112

31

99

54

59 71

38

71

84

128 144

79

4167

65 58

61

51 59

13

281

309

240 277

156

212

236

227 215

119

156204

193 193

201

226300

76

1,548

1,181

942985

630

886

1,042

1,361 1,340

840

1,1081,045

923 937

1,108

1,4451,535

361

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

CEE M&A Value by Country (US$ in Billions)

Largely Driven by Poland and the Czech Republic

CEE M&A Volume by Country (No. of Deals)

Poland Czech Slovakia Hungary Romania Bulgaria Other

Source: Thomson Reuters SDC.

$8.9$6.6

$3.5 $1.7 $3.6

$10.4$14.0

$10.2$6.6 $5.3

$14.8

$22.2

$10.9 $11.1$7.1 $7.9

$14.4$1.1

$2.8 $6.0

$4.6

$2.4$3.0

$11.2 $3.6 $9.5

$4.4 $5.6

$3.2

$1.5

$7.9$10.8

$6.0 $6.0

$16.5

$0.8$2.7 $1.5

$3.8

$0.4$1.4

$1.4

$0.6$0.3

$0.6 $0.3

$0.0

$0.1

$3.7$1.0

$0.3$1.9

$0.2

$0.0$1.5 $1.6$0.8

$2.6

$2.7

$4.3

$5.0

$8.4

$1.2 $2.9

$3.7

$3.3$1.5

$0.9

$1.0 $1.8

$1.4

$0.3$0.8 $0.8$0.5

$0.7

$3.4

$6.7

$3.5

$2.4

$2.4 $1.4

$0.1

$1.1

$0.3

$0.8

$0.9 $0.4

$1.5

$0.1$0.9 $0.1

$0.7$0.5

$4.8

$0.3

$1.5

$3.5

$2.8 $3.6

$1.0

$1.2$1.5

$1.2

$0.3 $0.8

$1.0

$0.1$1.1

$2.2$3.1

$1.2

$0.0

$3.6

$8.3

$1.1

$2.3 $1.3

$1.4$1.5 $0.0

$0.7

$2.1

$1.1

$2.3

$1.3

$18.6 $18.8$16.9

$9.5

$18.9

$37.9$36.4 $35.4

$20.3 $20.3

$24.4

$30.8

$25.9 $26.6

$17.7$19.9

$37.3

$3.6

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

12

$0.17 $0.79 $0.75 $0.73

$2.31 $1.39

$2.24

$6.95

$1.40

$6.03

$1.73

$2.79

$1.72

$4.14

$3.20 $3.77

$5.61

$0.95

46

33 32

45 47

8292

154

131

86

134 134

88

117

149

184 186

63

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

PE on the Sellside

Sponsors Active as Both Buyers and Sellers

PE on the Buyside

Deal Value (US$ in Billions) No. of Deals

$0.58 $0.14 $0.29 $0.13

$3.13

$6.11

$2.20

$4.18

$1.78 $2.14

$4.48

$1.69

$5.35

$1.26

$3.01 $2.79

$6.67

$0.55

2517 17

35

26

5646

67

49 48

61

66

52

72

83

111

136

36

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Source: Thomson Reuters SDC.

13

M&A Activity by Region (US$ in Billions)

Cross Border Transactions: Asia Becoming a Significant Driver

Source: Thomson Reuters SDC.

Americas

CSEE

$2.2bn

(+19%)

$12.2bn (-1%)

APAC

$11.5bn

(+105%)

WE

14

4. Citi Presence and Track Record in CEE

’s Unmatched Central and Eastern Europe Franchise(1)

Citi’s Presence in CEE(1)

Central and South East Europe countries with on-the-ground presence Central and South East Europe countries without on-the-ground presence Countries outside Central and South East Europe

Best Investment Bank

in CEE

Euromoney

- 2016, 2015, 2014 &

2013 -

Citi’s Selected Recent Transactions in Central and Eastern Europe(1)

Notes: (1) Excluding Russia, Ukraine and CIS. (2) Excluding the glass tableware and Ukrainian glass container businesses.

Emerging

Market Bond House

2015, 2014 & 2013

Best Global

Emerging Market

Investment Bank

2016, 2015 & 2014

Overall Most

Impressive

EM House

Advisor to Enterprise

Investors on the sale of

to Mid Europa Partners

€533m

2016

Advised EPH on the sale

of 30% stake in its

infrastructure division to

Macquarie

€1.5bn

2017

Advisor to Raiffeisen

Bank International on the

sale of Raiffeisen

Leasing to PKO Leasing

€200mn

2016

Advisor to HETA Asset

Resolution on the sale of

Centrice Real Estate

to Lone Star

Undisclosed

2016

Advisor to Yioula

Glassworks on the sale

of its glass container

business(2) to BA Vidro

Undisclosed

2016

Advisor to CEMEX on

the sale of its Croatian,

Austrian and Hungarian

operations

€391m

2015

Advisor to Naspers on

the sale of its 79% stake

in Netretail, a Czech-

based CEE online

retailer

€184m

2015

Advisor to Slovak

Government on the sale

of 49% in Slovak

Telekom to Deutsche

Telekom

€900m

2015

Exchangeable

Bond + AEO

Bookrunner

€470m

2017

Romania

Underwriter &

Bookrunner

RON 1.4bn

2017

Poland

Underwriter,

Bookrunner & MLA

PLN 2.7bn

2017

Electrica’s

Initial Public Offering

Joint Global Co-ordinator

€541m

2014

AEO

Joint Bookrunner

US$829m

2016

AEO

Joint Global Coordinator

on two follow-on

sell downs

US$389m & US$298m

2016

AEO

Sole Bookrunner

US$94m

2017

IPO

Joint Global Coordinator

US$879m

2016

Underwriter &

Bookrunner

CE Energy/

EPIF loan arrangement

€1.6bn

2016

Mandated Lead Arranger

for Ceske

Radiokomunikace Loan

CK 4.0bn

2016

5.000% due 2023

€350m

2016

Financial Advisor and

Lead Financing arranger

to Huvepharma on the

acquisition of Zoetis

assets

€160m

2016

Senior Notes

Joint Bookrunner

€750m

2016

7.875% due 2020

€150mn

2016

M&A Equity Capital Markets Debt Capital Markets

Best ECM Bank

for Greece,

CEE, Middle

East and Africa

Wizz Air’s

Initial Public Offering

Joint Global Co-Ordinator

€425m

2015

IPO

Joint Global Coordinator

€210m

2017

15

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information contained herein and the existence of and proposed terms for any Transaction.

Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting

characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b)

there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to

such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with

respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction.

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Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are

not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or

may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our

affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time.

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