MONETA Money Bank : Position of the Management Board of MONETA Money Bank, a.s. on the voluntary tender offer for purchase of shares in MONETA made by Tanemo a.s., a member of PPF Group

Mandatory Disclosure

PUBLIC DISCLOSURE OF INSIDE INFORMATION

29 January 2021 at 5:30pm CET

POSITION OF THE MANAGEMENT BOARD OF MONETA MONEY BANK, A.S. ("MONETA") ON THE VOLUNTARY TENDER OFFER FOR PURCHASE OF UP TO 20% OF SHARES IN MONETA MADE BY TANEMO A.S., A MEMBER OF PPF GROUP ("PPF"),

AS REQUIRED BY THE CORPORATIONS ACT

1. Introduction and context

On 22 January 2021, Moneta received from PPF Group two documents:

1. a wording of a public proposal to purchase part of the shares issued by Moneta ("voluntary tender offer") in the amount of up to 20% from its existing shareholders along with a request to the Management Board of Moneta to prepare its position thereon (see Annex 1for its summary and declared purpose); and
2. a letter containing an invitation for negotiations concerning an acquisition of Air Bank a.s. and other companies from PPF Group providing financial services in the Czech Republic and Slovakia (see Annex 2for its summary).

The Corporations Act (Act No. 90/2012 Coll., Section 324(2)) requires the Management Board of Moneta to render within five business days, i.e. by 29 January 2021, a position on the voluntary tender offer (this "Position"), including, primarily:

1. assessment of its alignment with interests of Moneta shareholders, with comments regarding the amount and type of offered consideration;
2. assessment of its alignment with interests of Moneta, with comments regarding its potential impact on Moneta's existing business model, strategic aims and structure;
3. assessment of its alignment with interests of Moneta's employees, with comments regarding its potential impact on Moneta's employment;
4. assessment of its alignment with interests of Moneta's depositors and other creditors; and
5. information on Management Board's ownership of Moneta shares and conflict of interest, if any.

In addition, the Corporations Act requires the Management Board to assess PPF's potential strategic aims in respect of Moneta and include information as to (i) potentially dissenting opinions of individual Management Board members, if any, (ii) voluntary tender offer's legal or factual defects, if any, and (iii) PPF's likely impact on location of Moneta's operations.

II. Context of the position of the Management Board

For a number of years, since its listing on the Prague Stock Exchange, Moneta has been pursuing a dual-prong strategy consisting in (a) organic growth and (b) an acquisition-supported growth acceleration. Such acquisition-related activities were underpinned by targeting incremental growth of Moneta's earnings per share (EPS) and dividend capacity. Furthermore, the acquisition pursuit has been framed in the context of enlarging the retail banking franchise of Moneta. Additionally, potential acquisitions are to support costs efficiency and deployment of investments. Overall, both components of the strategy are aiming to increase the value of Moneta.

During the recent past, Moneta accomplished the acquisition and integration of Wüstenrot - stavební spořitelna a.s. and Wüstenrot hypoteční banka a.s., benefiting Moneta on all the above dimensions. Moneta is also engaged in a pursuit of additional opportunities including, at a minimum, two additional potential merger and/or acquisition opportunities. These engagements are currently active and, hence, Moneta is pursuing several strategic options with the intent of choosing the best one. In one of these, Moneta had been approached as a potential acquisition target, however, no formal offer has materialised yet as a consequence of this effort and process lasting more than 12 months. The Management Board deployed considerable resources to pursue this opportunity. The existence of PPF's voluntary tender offer may create an environment for such a competing offer to come forward.

The summary of Moneta's M&A activities is, however, made only for contextual purposes and shall not be construed as an offer to sell or a solicitation of offers to purchase or otherwise trade in Moneta shares or other securities.

Most recently, on 22 January 2021, Moneta received the voluntary tender offer from PPF upon which the Management Board is required by the Corporations Act to render a position. The Corporations Act stipulates a short period of five business days and clearly states that the position must be reasoned albeit does not require the Management Board to provide a recommendation or a statement which could be construed as such.

Nonetheless, in light of its fiduciary duties, the Management Board seeks to present a position which by definition of the situation as well as a limited amount of information available to the Management Board deals mainly with the share price element of the voluntary tender offer. The Management Board believes that based upon its position stated herein the shareholders can form their opinion.

III. Position of the Management Board

In this section, the Management Board provides its assessments as to the voluntary tender offer as outlined in Part I., points (i) through (v), above and as required by the Corporations Act (Act No. 90/2012 Coll., Section 324(2)).

The Management Board instructed its legal counsel Skils s.r.o. advokátní kancelář to form an opinion on compliance of the voluntary tender offer with applicable law and advise the Management Board on legal aspects of its position expressed herein. Skils s.r.o. advokátní kancelář found no legal defects of the voluntary tender offer and the Management Board relies on such opinion.

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Wherever possible or appropriate, the Management Board seeks, in good faith, to support its views by factual data and discloses results of analyses at its disposal as well as key assumptions deployed in constructing these. At the moment, the Management Board does not have a sufficient set of information concerning financial or commercial performance of Air Bank a.s. and its affiliates which Moneta is being offered to acquire. Such information would be required to duly assess the proposed acquisition terms communicated to Moneta separately through PPF's letter and, as such, outside the scope of the voluntary tender offer.

As required by the Corporations Act, this Position is limited to the voluntary tender offer and its content. Had it been plausible, the Management Board would wish to express a conclusive view also on PPF's invitation for negotiations concerning the acquisition of Air Bank a.s. and its affiliates. However, at present, the Management Board does not possess sufficient factual knowledge to be able to form such a view. Any view as to the appropriateness of proposed exchange ratio would have to be validated through a thorough due diligence review and overall evaluation of the proposed acquisition value in the context of Moneta's strategy.

1. assessment of the voluntary tender offer's alignment with interests of Moneta shareholders, with comments regarding the amount and type of offered consideration
   The voluntary tender offer entails cash consideration upon transfer of share ownership to PPF (delivery versus payment) and therefore is clear in terms of its substance.
   The Management Board requested its financial adviser J.P. Morgan AG ("J.P. Morgan") to provide financial advice in relation to its assessment of Moneta's existing business plan.
   This assessment was based on the business plan the highlights of which were published on 30 October 2020 and which underpins a so-calledmedium-term guidance of Moneta. The assessment also considered a conservative scenario for the current business plan, one that incorporated risks to Moneta's commercial and financial performance in light of the second and third waves of the COVID-19 pandemic experienced in the Czech Republic and elsewhere.
   The guidance communicated to the capital markets sets financial and equity returns targets for Moneta to reach its upper boundary through performance laid out in the strategic plan published on 30 October 2020.
   Valuation of Moneta based on its business plan and the conservative scenario indicates Moneta's stand-alone value in the range of CZK 49 billion to CZK 38 billion, subject to inherent business and other risks (e.g. interest rate environment, pricing competition, credit losses, demand for unsecured credit, increased taxation, and overall impact of the COVID-19 pandemic, amongst other). Many of these risks are beyond control or influence of the Management Board. Moneta's guidance as well as targets aim to reach the upper range of this valuation in the medium term. Furthermore, if one assumes that these estimates and underlying assumptions represent future developments, then the share price value would lie between CZK 95 and CZK 74.

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Furthermore, based on stock market analysts' view of Moneta's performance expressed in the so-called target prices, the Management Board provides below the following table presenting developments of such views during past 12 months:

Table 1: Summary of broker recommendations
	As % of total broker recommendations	Median	Min - max range of
Date	Buy	Hold	Sell	target price (CZK)	target prices (CZK)
01-Jan-20	100%	0%	0%	97	94 - 106
30-Jun-20	89%	11%	0%	75	54 - 106
22-Jan-21	77%	23%	0%	81	65 - 106

Source: FactSet as of 22 January 2021.

Table 2: Individual broker recommendations

Name of the broker	Date	Rating	TP (CZK)
J&T Banka	19-Jan-21	Buy	106.0
Citi	15-Jan-21	Buy	84.0
HSBC	14-Jan-21	Buy	75.0
Wood & Company	12-Jan-21	Buy	95.1
mBank Dom Maklerski	08-Dec-20	Buy	82.7
FIO Banka	01-Dec-20	Hold	75.0
Goldman Sachs	25-Nov-20	Buy	83.0
PKO Dom Maklerski	19-Nov-20	Hold	64.8
Erste Group Research	03-Nov-20	Buy	68.0
Komercni Banka	30-Oct-20	Buy	97.0
Haitong Bank	27-Oct-20	Buy	73.2
Patria	04-Jun-20	Buy	72.0
Median (all)			81.0
Last trading price (22-Jan)			67.1
Potential upside / (downside)			21%

Source: Equity research reports as of 22 January 2021.

Note:

• J.P. Morgan has been restricted from research updates given its financial advisory role to Moneta. Its last target price (CZK 81) was included in the median calculation.
• Subsequently to Moneta's announcement of 22 January 2021 on its receipt of the voluntary tender offer, (i) PKO Dom Maklerski raised the target price to CZK 85.1 and revised its recommendation to "Buy", (ii) Haitong Bank raised the target price to CZK 86.7 and (iii) Goldman Sachs raised the target price to CZK 91.0, shifting the median to CZK 84.0.

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