Bank: THE ROYAL BANK OF SCOTLAND LIMITED - Analysis of Financial

Statements C Year 2006 - 2003 Q 2009

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OVERVIEW (February 24 2010): ABN Amro Bank (Pakistan) Limited (AABPL) was renamed as the Royal
Bank of Scotland Limited on 1st August 2008 as it was acquired by a consortium led by The Royal Bank of
Scotland in October 2007. Prior to this acquisition on the global front, AABPL became a merged entity
resulting from the merger of ABN Amro N.V-Pakistan Branches with and into Prime Commercial Bank
Limited effective from September 01, 2007.

ABN Amro Bank N.V. Amsterdam (which is the subsidiary of The Royal Bank of Scotland Group plc) was the
parent company of RBS as it held 99.37% of issued shares. Recently, during August 2009, it was
announced that MCB has acquired the assets of RBS after signing a share purchase agreement. MCB will
acquire 99.37% of the ordinary share capital in RBS Pakistan from ABN Amro Bank N.V by acquiring 1.707
billion of ordinary shares in RBS Pakistan at Rs 4.22 per share, paying Rs 7.2 billion or $87 million. MCB will
later make a tender offer for the remaining 0.63% of ordinary shares not owned by the majority shareholder.

After the amalgamation, it became the second largest foreign bank, as it was able to expand its local
operations. Now as the Royal Bank of Scotland (RBS) the bank has a network of 79 branches (including 3
Islamic Banking branches) in Pakistan and Azad Jammu and Kashmir. The bank is principally engaged in
retail banking, corporate banking and treasury related activities. RBS's assets stand at Rs 105.7 billion and it
employs about 5,000 employees. According to PACRA, the bank's short-term credit rating is (A1+) and long-
term credit rating is (AA).

RECENT RESULTS 2003 Q 2009

Net interest income declined in the period under review by 14.2% to Rs 4.1 billion, while the net interest
income after provisioning for bad debt and writing off of bad debt declined drastically by 82.4% to Rs 350
million. Although fee, brokerage and commission income showed a major decline of 53%, the rise in other
income by 34% helped stabilise the non-interest income at a level of 6.2% lower than in the previous year.
Loss after tax was Rs 1.43 billion with an EPS of Rs 0.86.

During the nine months period under review, the deposits of the bank declined by Rs 6.267 billion with the
attrition of high cost fixed deposits. The portfolio of advances (net of provisions) over the period has also
reduced by Rs 17.2 billion. Investments have increased by 42.8% to Rs 27 billion.

The under-performance by RBS is way below the industry performance. Uncertainty regarding the
acquisition of RBS after failure of getting necessary approval by MCB has also contributed to the lacklustre
performance. Having said that, economic downturn in the economy has also hit the banking sector largely in
terms of slowdown in growth. A few other medium sized banks are eyeing RBS for acquisition. Once the
path forward is clearer, it can be anticipated that the performance shall also pick up.

ANNUAL RESULTS - FINANCIAL YEAR 2006 - FINANCIAL YEAR 2008

During recent years, the State Bank of Pakistan (SBP) maintained a tight monetary policy. Since July 2006,
there was a hike of 600 basis points in the discount rate, with an increase of 500 basis points occurring in
2008 alone. The average banking spread of the industry dipped by 31 basis points to reach 7.08% during
the first six months of 2008. The average lending rate of banks went up by 14 basis points to 11.43 percent
while deposit rate increased by 45 basis points to 4.35 percent. It was 3.9 percent in six months of 2007.
However, the banking spread in Pakistan was still the highest in the region. Banking spread also declined by
the introduction of a minimum profit rate of 5% per annum on all categories of savings/PLS saving deposits,
including any other profit bearing deposit with no fixed maturity, to all existing and new depositors by SBP.
This measure was to keep the banking spreads in check.

The increasing lending rates decreased the debt servicing capacity of borrowers (both corporate and
consumers), thus deteriorating the asset quality of the banks' advances. At the same time, SBP withdrew
the Forced Sale Value benefit and the banks were required to substantially increase their provisioning
against NPLs in the last quarter of 2007. This reduced the profits of the banks for the year ended December
31, 2007. NPLs were the major threat to the industry's profits.

There is also a trend of growing consolidation in the banking sector. Many banks have or are expected to
consolidate in order to meet the Minimum Capital Requirement set by the SBP. However, ABN Amro Bank
N.V- Pakistan Branches were merged into and with Prime Commercial Bank Ltd in 2007, not to meet the
MCR regulation particularly, but it was a move to enter the middle market which includes private firms,
smaller listed companies as well as new and expanding businesses. Prior to this, it had large corporate and
consumer business, but lacked in the middle business segment. The bank will face tough competition from
other bigger players in the industry and major foreign banks.

PROFITABILITY

During CY08, the Royal Bank of Scotland Limited posted a loss of Rs 518 million which was lower (by Rs
1,047 million or 67%) than the loss registered in CY07. The bank's mark-up/interest earned, during CY08,
amounted to Rs 11,489 million as compared to Rs 11,520 million earned during CY07. As the interest
earned decreased, the interest expensed increased by 6%, resulting in a lower net interest margin. The net
interest margin was Rs 5,842 million in CY08 as compared to Rs 6,225 million in CY 07.

The provisioning against NPLs was lower by Rs 410.836 million during CY08 as compared to CY07. This
was because SBP allowed banks to avail the benefit of FSV to the extent of 30% of pledge stocks, mortgage
commercial and residential properties held as collateral against all NPLs for three years from the date of
classification for calculating provisioning requirement with effect from December 31, 2008. However, total
provisioning still increased by around 4% as the provision for decrease in the value of investments
amounted to Rs 60 million in CY08 as compared to Rs 1.9 million in CY07). Also, bad debts written off
increased by 372% during CY08. Thus, the deteriorating asset quality of the bank is hampering its
profitability.

The merger with Prime Commercial Bank Limited had helped the bank in expanding its branch network. As
a result the non-interest income of the bank increased. During CY08, the bank earned Rs 3,753 million as
non-interest income as it was able to offer additional non-interest services with its larger branch network.
The bank earned higher non-interest income from fee, commission and brokerage income and foreign
exchange transactions. Income on interest rate derivatives contract increased substantially during CY08
(from Rs 295 million in CY07 to Rs 1,222 million in CY08) and boosted the non-interest income of the bank.

There was an increase in personnel and other costs. Administration expenses rose considerably by 13%
because the bank has spent considerably on growth initiatives, integration and alignment processes in the
past months.

Through a quarter-on-quarter analysis it can be seen that the bank has made a loss of Rs 59.7 million during
2Q 08 while it made a profit of Rs 142.8 million in the 1Q08. RBS' net interest margin for 2Q 08 was Rs 44
million higher than that of 1Q08. However, the bank provisioned Rs 12.5 million against diminution in value
of investments and therefore experienced a lower net interest income after provisioning in 2Q 08. The non-
interest expenses were higher and dampened the effect of higher non-interest expense that the bank earned
during 2Q08. The Profit before tax fell by 53% and resulted in a loss during 2Q08.

Before CY08, RBS showed a rising trend of profitability. In 2006, the bank earned a considerable profit of Rs
2.4 billion. However in 2007, the year of the acquisition, the bank made a loss of Rs 1,565 million. The bank
went through significant changes and its overall performance was impacted during the process of the
merger with Prime Commercial Bank Ltd.

The bank had made a loss in CY07 as well and a Q-o-Q analysis shows that its PAT decreased gradually
during the whole year, especially in the last quarter of 2007, when the merger became effective, the bank's
profits deteriorated because it was in a consolidation phase.

However, the main reason the bank incurred losses for the year 2007 was the huge increase in provisioning
in line with the SBP's directions. The bank was hit hard, due to the withdrawal of the Forced Sales Value
benefit by the SBP and therefore, despite an increase in the net interest margin by 4.82% from CY06 to
CY07, the increased provisions caused the net interest income after provisions to decrease by 54% in 2007
compared to 2006. Similarly, during HY08, provisioning against non-performing loans and advances
increased by 63% and there were Rs 557 million more bad debts written off during HY08 as compared to
HY07.
EARNING RATIOS

The earning profile of the bank has shown a dismal picture because of the loss made by the bank in 2007.
By June 2008 the bank had managed to improve its earning ratios by making a profit during HY08. However,
by the end of CY08, the bank posted a loss of Rs 518 million. Despite this the earning ratios depicted slight
improvement in CY08 as the bank incurred a lower loss as compared to in 2007. However, the negative
earning ratios reflect the unfavorable profitability situation of the bank.

In 2008, the total assets of the bank increased only slightly (by 0.52%) while the loss after tax was 67%
lower as compared to that in 2007. Thus, the Return on Asset (ROA) ratio improved. The Return on Deposit
(ROD) ratio showed improvement, however, it was due to 12% decline in the deposit base of the bank. The
Return on Equity (ROE) became better due to the lower loss while the equity base of the bank improved by
98% during CY 08. The equity of the bank increased due the advance against subscription for right shares
(amounting to Rs 3,705 million) and surplus on revaluation of assets (Rs 1,778 million) while the share
capital of the bank remained the same at Rs 13,474 million in CY08. Due to the losses during the past two
years, the reserves of the bank depleted in CY07 and remained negative during CY08.

In 2007, the bank's total assets decreased by 13% as a result of consolidation and the rationalization of
certain investments and advances portfolio. It revised its credit policy and this along with higher provisioning
for the year reduced the net advances of the bank by 10%. Investments of the bank decreased by 36% and
this reduced the earning assets of the bank considerably. A decrease in the cash and balances with the
treasury further lowered the total assets of the bank.

The bank's earning assets increased by 5.34% during CY08 as compared to CY07. The advances portfolio
of the bank increased by 5% and the investments rose by 15.5%. However, lending to financial institutions
fell considerably by 74.5% as both the call money lending and repurchase agreement lending (reverse repo)
declined considerably. Thus, the share of lending to financial institutions declined from 8% in CY07 to 2% in
CY08 while share of the advances in total earning assets and investments increased.

The increase in advances came from the textile, cement and communications sectors.

The yield on earning assets increased in 2007 because the earning assets had fallen by 13% while interest
earned had increased by 17%. Thus, there was a more than proportionate increase in the interest income
earned in CY07. At the same time the cost of funding earning asset increased as the interest expense rose.
In 2008, performance of earning assets remained unchanged as both the yield on earning assets and cost of
funding earning assets were maintained around 0.13 and 0.06 respectively.

ASSET QUALITY RATIOS

The bank's NPLs increased during 2007 and continued to do so during 2008. The total advances for the
year 2008 were Rs 67,910 million of which Rs 7,688million was placed under non-performing advances
status. Non-performing advances for 2007 were 122.7% more than the non-performing advances of the year
2006 (2006: Rs 2,016.839 million). The NPLs to advances also increased during CY08 due to higher rate of
increase in NPLs as compared to the growth in advances. However, the bank seems to be working on
improving its asset quality as it revised its credit policies and procedures.

Provisioning for non-performing advances decreased considerably during CY08 due to the benefit of FSV
allowed on of pledge stocks, mortgage commercial and residential properties held as collateral. Due to lower
provisioning, the provision to NPLs ratio declined from 74.35% in CY07 to 22.18% in CY08. Also, the
provision to advances ratio also fell.

The asset quality of the entire banking industry had been worsening in 2008 due to rising interest rates and
the slowing down of the economy. RBS experienced loan losses of Rs 3.602 billion as against Rs 3.635
million during the same period last year. The loan losses occurred in the consumer and SME portfolio of the
banks because tight monetary policy, rising interest rates and inflationary pressure has reduced the debt
servicing ability of the consumers and small businesses. To manage its asset quality, RBS is making efforts
to make its recovery system more efficient.

The bank's deposit base has been declining over the past years and by December 2008 the deposits of the
bank stood at Rs 79 billion as against Rs 90.3 billion at December 2007. Fixed deposits rose to Rs
37.81billion during CY08 as against Rs 36 billion in CY07. However the savings accounts and current
accounts have fallen by 27% and 22.5% respectively. Thus, the low cost CASA accounts of the bank have
fallen. Higher fixed deposits would provide the bank with more loanable funds, but this will also increase the
interest expense of the bank in the future.

Although the deposit base of the bank reduced, the bank's borrowings rose by 35%. Interbank borrowings
and ERF borrowings increased considerably. Interbank borrowing increased mainly due to higher interest
interbank interest rates prevailing under tight monetary policy and liquidity tightening.

The bank increased its authorised capital (by issuing 800 million ordinary shares of Rs 10 each) as
approved by the members in an Extra Ordinary General Meeting held on July 27, 2007. Despite this the
equity of the bank decreased due to negative reserves and loss made during the year 2007. In 2008, the
equity base of the bank increased by 98%. The share capital of the bank remained the same in CY08 at Rs
13,474.364 million. The reserves of the bank could not be improved due to the loss in 2008. The bank's
equity increased due to the issuance of right shares at 27.50% ie 370,545,006 right shares of Rs 10 each.
As at December 31, 2008, ABN Amro Bank N.V., the parent company, held 1,336,926,381 (99.22%)
ordinary shares.

LIQUIDITY RATIOS

The bank's earning assets-to-asset ratio has been increasing. During CY08, the total assets of the bank
increased less (0.52%) in proportion to the earning assets (5.34%). The bank's lending to financial
institutions has gone down. The bank's earning assets such as advances and investments had both gone
down considerably during CY07, however, till Jun 08 the advances portfolio of the bank rose by 10% owing
to increase in Loans, cash credits, running finances, etc in Pakistan by 11% and payables outside Pakistan
by 44%. RBS must expand its advances portfolio and consider efficient portfolio diversification. It should also
consider investments as a source of income and invest prudently.

Advances to deposit ratio has been maintained at a comfortable level as a advances rose and deposits fell it
remained quite steady during HY07.

SOLVENCY RATIOS

The bank was unable to maintain its solvency ratios in the immediate post merger period. The earning
assets to deposits ratio showed a decline from 1.08 in the CY06 to 0.97 in CY07 because the earning assets
of the bank fell, especially investments. This had hampered the income of the bank. However, in CY08 the
earning assets to deposit ratio increased to 1.12. The reason is the decline in the deposit base of the bank
while the earning assets increased by 5.34%. Similarly, the equity to deposits ratio increased due to falling
deposits during CY08. The equity base of the bank has improved by 98% while assets increased only
slightly by 0.52%. Thus the equity to asset ratio of the bank improved. The price of the bank's share has
been constantly falling since 2007. During FY07 the average price per share was Rs 51.52 and it reduced
further to Rs 31.24 during the last four months of CY 08. The bank had negative earnings per share (Rs
0.38) during 2008 due to the loss that it made that year. This has been reflected in the falling share prices.

FUTURE OUTLOOK

SBP further eased its monetary policy as it slashed the discount rate to 12.5%.The policy rate cut has been
lower than expected. However, a lower discount rate is expected to reduce the banking spread and affect
the interest income earned by banks. Easing the monetary policy and favourable liquidity position reduced
KIBOR and six-month repo rate since April 2009. The demand for private sector credit has been declining
sharply and a decline in the policy rate of 100 bps to 14% earlier in CY09 could not boost this dwindling
demand. This was because slow economic activity country hampered credit off-take and the banks also took
a stance of risk aversion in the face of increasing NPLs (which rose by Rs 19 billion during 2Q09 and has
reached Rs 398 billion by the end of June 2009). Lower interest rates and lower inflation in the future may
reduce the NPLs and decrease the burden of provisioning on the banks.