United Overseas Bank Limited Covered Bond Investor Presentation February 2016
Disclaimer NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES This confidential document (the “ Presentation ”) and the information contained herein do not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire any securities of United Overseas Bank Limited (the “ Issuer ”) or any of its subsidiaries or affiliates in any jurisdiction or an inducement to enter into investment activity. This Presentation of general background information about the Issuer’s activities currently at the date of the presentation. It is information given in summary form and does not purport to be complete. It is not to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. This material should be considered with professional advice when deciding if an investment is appropriate. The Issuer accepts no liability whatsoever with respect to the use of this document or its content. No part of this document, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. None of BNP Paribas, Commerzbank Aktiengesellschaft, DZ BANK AG Deutsche Zentral- Genossenschaftsbank, Frankfurt am Main, HSBC France, NATIXIS, UBS Limited and United Overseas Bank Limited (together, the “ Managers ”), the Issuer or any of their respective affiliates, advisors, agents or representatives (including directors, officers and employees) shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with the document. This Presentation is highly confidential and being given solely for your information and for your use and may not be shared, copied, reproduced or redistributed to any other person in any manner. The Presentation and the information contained herein are not an offer of the securities for sale in the United States and are not for publication or distribution to persons in the United States. The Presentation is being made to you on the basis that you have confirmed you are not located or resident in the United States. Securities of the Issuer may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Issuer does not intend to register any offering of securities in the United States or to conduct a public offering of securities in the United States or in any other jurisdiction where such an offering is restricted or prohibited. This document contains “forward -looking statements”, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the words “will”, “would”, “aim”, “aimed”, “will likely result”, “is likely”, “are likely”, “believe”, “expect”, “expected to”, “will continue”, “will achieve”, “anticipate”, “estimate”, “estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”, “propose to”, “future”, “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will pursue” or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Issuer’s control that could cause the actual results, performance or achievements of the Issuer to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. None of the Managers, the Issuer, or any of their respective affiliates, agents, advisors or representatives (including directors, officers and employees) intends or has any responsibility, duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this Presentation. The information contained in this Presentation is provided as at the date of this document and is subject to change without notice. This Presentation is for information purposes only. This Presentation contains data sourced from and the views of independent third parties. In replicating such data in this Presentation, neither the Issuer nor the Managers have independently verified any of such data and there can be no assurance as to the accuracy or completeness of such data. Accordingly, neither the Issuer nor the Managers makes any representation (whether express or implied) as to, and no reliance should be placed on, the accuracy or completeness of such data, information or opinions contained in this Presentation. The replication of any views in this Presentation should not be treated as an indication that the Issuer or the Managers agree with or concur with such views. It is not the Issuer 's intention to provide, and you may not rely on these materials as providing, a complete or comprehensive analysis of the Issuer 's financial or trading position or prospects. Any securities, financial instruments or strategies of the Issuer mentioned herein may not be suitable for all investors. Any recipient of this Presentation must make its own independent decision regarding any such securities or financial instruments. The Managers may act as market maker or trade on a principal basis, or have undertaken or may undertake to trade for their own accounts, transactions in the securities or related instruments of the Issuer and may act as underwriter, placement agent, advisor or lender to the Issuer. The Managers and/or their respective employees may hold a position in any securities mentioned herein. By accepting access to any copy of the slides presented (whether in hard copy or electronic form), and by attending this Presentation, you agree to be bound by the foregoing limitations and to maintain absolute confidentiality regarding the information disclosed in these materials and, if you are in Singapore, you represent and warrant that you are either (a) an institutional investor under Section 274 of the Securities and Futures Act (Chapter 289 of Singapore) (“SFA”), or (b) a relevant person pursuant to Section 275(1), or any person to whom an offer is being made pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (c) otherwise pursuant to and in accordance with the conditions of any other applicable provision of the SFA. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. 2
Table of Content Investment Highlights P-4 1 United Overseas Bank Limited Overview P-5 2 Singapore Economy & Housing and Mortgage Market P-17 3 UOB Mortgage Lending Business P-30 4 Singapore Covered Bond Legal Framework & P-33 5 UOB’s Global Covered Bond Programme 6 Cover Pool Characteristics P-38 Appendix P-44 7 3
Investment Highlights Triple-A* Rated Covered Bonds to be issued by Highly Rated Solid Issuer Triple-A* rated Covered Bond to be issued by Aa1/AA-/AA- (Moody’s/S&P/Fitch) rated bank Strong balance sheet and management with proven track record Prudent Capital, Liquidity and Balance Sheet Management Robust Regulatory Framework Prudent and detailed regulatory framework with all the key fundamental components in line with global covered bond framework – including asset segregation, cover pool eligibility, minimum over-collateralisation, encumbrance limit, risk management, independent monitoring, regular reporting, etc. UOB Covered Bond is expected to be granted the ECBC Covered Bond label which demonstrates the issuer‘s strong commitment to transparency High Quality Cover Pool 100% first ranking SGD denominated private residential mortgage loans originated by UOB in Singapore (one of the largest residential mortgage loan lenders in Singapore) Primarily owner-occupied (80%); Singapore Citizen/Permanent Resident (over 94%) Low weighted average LTV of 53.2% with long weighted average seasoning of 51 months (over 4 years) Maximum LTV cap of 80% Dual Recourse Covered bondholders will have a direct claim against UOB and secured claim on the Cover Pool Segregation and Bankruptcy Remoteness The Cover Pool is segregated by virtue of “true sale” to the Covered Bond Guarantor Legal opinion to ascertain that the cover pool assets are beyond the reach of UOB and its creditors, even in an insolvency situation Structural Enhancements Asset Coverage Test, Amortisation Test, Pre-Maturity Test, Reserve Fund, Commingling Reserve Fund, Covered Bond Swap, Servicer Replacement, Indexation, Set-off Amount adjustment, Account Bank replacement, Legal Perfection, Cash Flow Waterfall *Expected rating from Moody’s and S&P 4 4
Table of Content Investment Highlights P-4 1 United Overseas Bank Limited Overview P-5 2 Singapore Economy & Housing and Mortgage Market P-17 3 UOB Mortgage Lending Business P-30 4 Singapore Covered Bond Legal Framework & P-33 5 UOB’s Global Covered Bond Programme 6 Cover Pool Characteristics P-38 Appendix P-44 7 5
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