The European Commission’s new rule on credit cards will cut 200 million commissions in Italy: will a subscription fee be introduced? With a contribution by Gabor Friedenthal, Dep. Managing Director, and Daniele Pontecorvo, SEM

1. UKNE-PracticeDoc-150116-0
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Regulatory environment
evolution and potential
impacts for the payment
eco-system
London, February 2015
Practice document

2. UKNE-PracticeDoc-150116-1
1
Contents
• Expected regulatory evolution
• Potential impacts of the new regulation for the
payment eco-system

3. UKNE-PracticeDoc-150116-2
2
The use of non-cash transactions has constantly increased
during the last years, with Europe growing faster and having
larger room for cash substitution then North America
Number of Worldwide Non-Cash Transactions by Region (Billion), 2008–12
Source: World Payments Report 2014 RBS, Value Partners analysis
CAGR
Cash
Penetration
’08-’12
7.6%
19.3%
93%25.2%
11.0%
14.6% 92%
4.3% 77%
3.6% 54%111,2 113,1 116,6 124,0 127,9
11,7
15,3
19,4
23,3
28,8
11,8
13,6
16,4
19,5
23,9
2012
30.1
29.3
84.2
310.4
2011
33.5
32.5
87.6
334.3
2010
286.0
80.8
25.6
27.2
2009
269.4
77.2
23.8
26.3
2008
249.8
74.2
18.9
22.0
North America
(U.S. and Canada)
Europe
(Including Eurozone)
Latin America
Mature Asia-Pacific
CEMEA
Emerging Asia
Global
Focus of the document

4. UKNE-PracticeDoc-150116-3
3
2,5%
Within electronic payments card usage has shown the slowest
growth in Europe and is still lagging behind as card usage share
compared to other geographies
Share of cards in Payment services mix (%), 2008, 2011–2012
Source: World Payments Report 2014, Value Partners analysis
49%
78%
71%
81%
67%
43%42%
39%
201220112008
North America
(U.S. and Canada)
Latin America
Mature Asia-Pacific
CEMEA
Emerging Asia 3,9%
5,5%
4,3%
3,7%
3,7%
Other
regions
Europe
Share of cards ’08-’12 growth

5. UKNE-PracticeDoc-150116-4
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The card payments are managed following 2 main models:
4-party and 3-party schemes
4-party scheme 3-party scheme
Scheme
Model
Adopting Debit
Schemes
Adopting Credit
Schemes
• Transactions “On us” (the same bank is both Issuer and
Acquirer) follow the 3 corner model logic
• The schemes sells cards
directly to the cardholder and
rents POS to the merchant
Issuing
bank
Acquiring
bank
Merchant
Cardholder
Merchant
Cardholder

6. UKNE-PracticeDoc-150116-5
5
Issuing
bank
Acquiring
bank
The key variables defining remuneration flows in the card
payments eco-system between the players are MIF and MSC
When a client pays a product
by card to merchant, the
transaction flow can be
described in 4 steps:
a) Cardholder’s account is
debited for 100€ by Issuer
b) Issuer transfers 100€ to
Acquirer
c) Acquirer transfers 100€
minus merchant service
charge (composed mainly
of MIF, card scheme fees
and acquirer’s margin^)
d) Acquirer transfers MIF to
Issuer
e) Acquirer and issuer
transfer card scheme fees
f) The merchant pays
Merchant Service Charge
(MSC) to the acquirer
normally at the end of the
month
Illustrative scheme of the payment flowCase description
ILLUSTRATIVE
- not on us transaction
100€ 100€ 98.5€
0.9€MIF*
a
b
c
d
At the end, on 100 euro of transaction, merchant gets 98.5 €, issuer 0.9€, acquirer gets 0.5€ and
card schemes 0.1 €
a
b
c
d
Acquirer retains a
percentage (hp 0,5%=0,5€)
of the transaction as
acquiring margin
0.1€
Card Scheme
e
e
^ Clearing and settlement fees not considered because marginal
f
Merchant
Cardholder
MSC**f
Definitions of key variables
* Multilateral Interchange Fee (MIF) a fee that a merchant's bank (the "acquiring
bank") pays a customer's bank (the "issuing bank")
** Merchant Service Charge (MSC) a fee that a merchant pays to acquiring bank
for the service of being able to accept card payments

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To boost the secular migration to electronic payments,
European regulators are launching a series new requirements
in Europe to further push card payments
Separation of
card schemes
and processing*
Steering rules /
Honour all cards
rules*
Co-badging and
choice of
application*
Fee unbundling
(MIF++
reporting)
Cross-border
acquiring
3-party
schemes:
fees and
surcharges*
• European regulators
have been actively
working on the Payment
Package (Payment
services Directive 2 and
MIF regulation), bringing
forward numerous
initiatives regarding both
Issuing and Acquiring
side
• The regulation focuses
on lowering cost of card
acceptance through
regulating interchange
fees and increasing
competition at the
network level
• Final version of the
regulation is expected to
be issued in the end of
H1 2015 and
enforcements to come in
the end of the 2015
• Processing to be separated from schemes’ managers in
order to promote healthy competition among processors
• Latest compromise: “separated accounting and organization”
Brief description
• The merchants will be able to steer customers to lower cost
payment method and limit card accepted to lower fee card
• Cards with the same MIF cannot be steered
• Prohibition of preventing co-badging with multiple brands and
allowance of the ability for customer to choose at POS
• No restrictions on POS application / terminals limiting the
choice
• The surcharge will be forbidden for 4-party schemes, while
will be allowed for other payment methods (AmEx, Diners, ...)
• The charges can be equal to or lower than the actual cost to
payee
• Acquirers will have to provide the details namely the acquirer
fees, interchange fees, and network fees separately
• By 1 January 2015, Visa has committed to allow cross-border
acquirers (residing in another country than the one where the
acquired merchant is based) to apply reduced interchange
fees of 0.3% for credit and 0.2% for debit transactions
Our understanding of main new regulatory initiatives in Europe, as of end of Feb 2015
InitiativesinIssuing
Initiatives
in
Acquiring
MIF reduction
for consumer
debit and credit
transactions
• Interchange fees to be set at 30bps for credit and 20bps
for debit card transactions for all four-party schemes
• As of now 3-party schemes are excluded
Impacts on card schemes
3-party 4-party
Indirectly
Indirectly Indirectly
Directly
Indirectly
Directly
Indirectly
* Details in attachment
GNS
Focus of the next slides

8. UKNE-PracticeDoc-150116-7
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EU commission regulation will impose MIF caps that will impact all
of the players in the payment eco-system
Initiative and timing
• EU commission regulation
is expected to harmonize
and lower MIFs (0.3% for
credit and 0.2% for debit) on
all transactions by
September 2015 or
September 2016 (timeframe
is strictly related to ECON*
approval) in Europe**
• While in the short-term
only transaction by VISA
(thanks to cross-border
acquiring) will be impacted,
in 2016 both VISA and
MasterCard volumes on
consumer cards will have
lower MIFs applied
MIF
Card scheme
fees
Acquirer’s
margin
Expected effects on merchant service
charge (MSC)
ILLUSTRATIVE-
Credit transaction
* European Parliament Committee on Economic and Monetary Affairs
** EU 28
Source: European commission
0,9%
0,3%
0,1%
0,5%
1,5%
0,9%
0,1%
0,5%
AS-IS TO-BE
Issuing
bank
Acquiring
bank
MerchantCardholder
Schemes
- 4-party
Players impacted in Payment
eco-system
AmEx
Loyalty programs

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Contents
• Expected regulatory evolution
• Potential impacts of the new regulation for
the payment eco-system

10. UKNE-PracticeDoc-150116-9
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Among the players involved the banks will be directly
impacted on both acquiring and issuing side
• Merchant will benefit from lower MSC applied, due to MIF reduction
• Cardholders would have a mixed effect driven by two potential effects:
- Higher card usage due to increased acceptance by merchants
- Lower new card adoption due to potential higher card fees applied by banks (annual card fee + price
increase on additional services)
• 4-party card schemes are expected to have no specific effects, if not depending on increased /
decreased transacted volumes
• MasterCard could eventually benefit during the VISA CBA initiative, as banks will have the incentive to
issue MasterCard’s cards (in case MasterCard doesn’t lower CBA MIFs)
Card schemes
/ 4-party
/ 3-party
Cardholder
Merchant
Description
• AmEx will be indirectly impacted, both negatively - merchants will demand lower prices and positively
– lower prices will potentially push acceptance and cards issued
Issuing bank • After the EC initiative enforcement banks will face significant losses on issuing side
• In the short-term (till the end of 2015), if MasterCard does not follow VISA in CBA initiative, banks will
start to have limited impacts proportioned to adoption of CBA, with the speed of the revenue fall
depending on the strategies adopted by acquiring banks on CBA side
• Banks will implement alternative strategies to recover from losses
Acquiring
bank
• Acquiring banks which become cross-border acquirers could benefit from the MIF lowering, making
some extra-margin on the smaller merchants who are having less bargaining power and have less
awareness about regulation
Focus of the next slides
22
11
Impact
GNS
33
44
Positive
Negative
Uncertain
55
55
• Loyalty program’s impacts will largely depend on the loyalty partner type (financial vs. not financial),
with not financial partners not being impacted while financial partners’ impacts will depend on scheme
used and client base
Loyalty
programs

11. UKNE-PracticeDoc-150116-10
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• European
regulator
considers this
situation
anticompetitive
• Coming
regulations are
changing the
“rules of the
game” eliminating
MIF barrier and
opening new
opportunities for
cross-border
acquiring
The new cross-border acquiring rules reshape
European competitive framework for cross-border
acquirers as lowered MIF levels will apply Acquiring
11
• Now cross-border acquiring occurs when
a card is issued in a different country from
the country where transaction occurs
• Cross-border acquirers (CBA) must apply
the Multilateral interchange fee (MIF) of
merchant’s country
• since the MIF accounts generally for
~70-90% of the total Merchant Service
Charge (MSC), there is limited room for
competition on price
• For these reason, nowadays cross-border
acquiring rules limit the possibility for a
merchant to benefit from better conditions
offered by acquirers established outside of
the domestic market
“As-is” situation: cross-border acquiring
New CBA rules
• Cross-border acquiring will occur
whenever the acquirer manages the
transaction in a country different
from the country where the
transaction occurs
• Cross-border acquirers from 1/2015
will apply a reduced cross-border
fee (0.3% for credit and 0.2% for
debit transactions) for cross-border
transactions within European
Economic Area (EEA*)
• The cap of MIF for credit card
transactions at 0.3% after two years
will be applied also to domestic
transactions in ten Member States**
* EU 28 + Iceland, Liechtenstein, Norway
** Belgium, Hungary, Iceland, Ireland, Italy, Latvia, Luxembourg, Malta, the Netherlands and Sweden
Source: European Commission

12. UKNE-PracticeDoc-150116-11
11
Not becoming CBA in the short-term would result in
potential loss of large clients and lack of competitiveness Acquiring
11
Strategy
options
• Bank adopts CBA and
switches its clients (if
requested) to CBA contracts
in order to preserve its
market share
Description
• Bank does not adopt CBA
and continues to run the
acquiring business as it is
run now (only domestic)
Defensive
• Bank adopts CBA,
converting all merchants to
CBA contracts and trying to
acquire new merchants
(clients of non-CBA banks) to
increase its market share
Aggressive
Impact on
Acquiring
• Immediate loss of
clients who
demand CBA and
related acquiring
revenues
(especially large
corporates)
• No impact, the
bank keeps its
clients base
• Gradual increase
of acquiring
revenues due to
market share
gained from CBA
services
Do nothing
Strategic
considerations
• Suboptimal
strategy given
maximum loss on
issuing ad
acquiring
• Becoming CBA is a
dominant strategy for
banks with relevant
acquiring market share,
as it will permit to:
- Avoid loss on large
corporates and other
clients demanding
CBA services
- Extract the potential
extra-margins (see
next slide)
• Both the options
outstand the
“do nothing”
strategy
• The choice
between the two
options depends
on the
comparison
between potential
benefits from
acquiring and
related losses
from issuing

13. UKNE-PracticeDoc-150116-12
12
Moreover becoming a CBA could permit to obtain
some extra revenues in the short-term leveraging on
less informed medium and small corporates
Expected impact on MSC in the
short-term
Merchant
cluster
Large
corporate
Medium
corporate
Small
corporate
ILLUSTRATIVE
•Large corporates are expected to
request immediately the MSC
adjustment due to their higher
knowledge of regulation
framework with consequent
savings on their costs
•The demand for lower MSC will
likely be extended to 3-party
schemes
•Without regulation intervention,
the MSC is expected case by
case to lower depending on
the ability of the merchant to
renegotiate the MSC
•Without regulation intervention,
the MSC is expected to remain
the same, due to low/none
knowledge of regulatory
evolution
ILLUSTRATIVE
ILLUSTRATIVE
• MIF cap reduction
will be around 40%-
60% of actual MIF, in
the short run price
decrease
incorporation will
probably depend on
merchant cluster due
to different bargaining
power and regulation
knowledge
• This will potentially
permit to CB
acquirers to extract
some extra-margin
from the business
Expected evidences
Full MIF
decrease
incorporated
However, in
the long run
MIF will tend
to be fully
incorporated
in Merchant
Service
Charge for
all merchant
clusters
0,9%
0,3%
0,1%
0,5%
1,5%
0,9%
0,1%
0,5%
Decrease not
incorporated
As-is To-be
Acquirer
margin
MIF
Scheme
fees
As-is To-be
1,1%
0,3%
0,1%
0,7%
1,5%
0,9%
0,1%
0,5%
MIF
decrease
partially
incorporated
As-is To-be
1,5%
0,3%
0,1%
1,1%
1,5%
0,9%
0,1%
0,5%
Acquiring
Large merchants will demand to banks CBA service to lower their costs with
consequent pressure also to 3-party schemes in order to push down their costs
Acquirer
margin
MIF
Scheme
fees
Acquirer
margin
MIF
Scheme
fees
11

14. UKNE-PracticeDoc-150116-13
13
On the issuing side, in the long-term there will be a
significant reduction in the revenue pool on MIF with a
consequent shrink of bank’s profitability Issuing / 4-party
Source: ECB, VP benchmarking data, Value Partners analysis
22
ILLUSTRATIVE
• As estimated for a
pool of
benchmarked banks
after the EC law
enforcement the
bank will lose more
than half of its
revenues from MIF
• Overall issuing
revenues (including
card fees and
interests) are
expected to decline
of 24%* according
to our estimation
• Applying these
effects to estimate
revenue pool from
MIF reduction at
the national level
resulted in
approximately
€200Mln
Regulation impact on Issuing revenue pool
Revenue pool from MIF,
Pool of Italian banks, Base 100
Card schemes
considered:
-5.1 (-43%)
-48.0 (-55%)
Revenue pool
reduction
Credit
Debit
To-be post-regulatory
implementation
46,9
40,0
6,8
2013
100,0
88,0
12,0
-53.1 (-53%)
* The MIF share on total Issuing revenues is 45% according to Value Partners benchmark study
The speed of the impacts on
VISA volumes will depend on
the adoption of CBA
initiative by acquiring banks
(see attachment for details)
• EU commission
regulation that will the
MIFs caps to 30bps for
credit and 20bps for
debit cards for VISA and
MasterCard consumer
cards transactions is
expected to heavily
impacts on the
profitability of the
Issuing business of the
bank
Estimation on italian issuing market

15. UKNE-PracticeDoc-150116-14
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The ability to recover the profitability of the issuing business
will depend on the business model in place ...
Issuing
management
model Description
• The bank has commercial relationship with clients and is the issuer of
the card with all connected liabilities
• In proprietary management model the bank tends to manage entire
Value Chain in-house, ...
• ... still some parts of Value Chain could be outsourced to third-party
provider (e.g. processing, customer care, ...)
• All the revenues are of the bank and costs are prevalently actively
managed
• The bank has commercial relationship with clients and is the issuer of
the card (the cards are issued under bank’s brand)
• Value Chain is managed by third party that offers to the bank white
labelling outsourcing
• The bank has the ability to define the product and connected services
with the consequent cost structure
Source: Value Partners benchmark data and analysis
Issuing management models and relative ability to act on revenues and costs
• As shown before the
revenue from issuing have
a certain effect of declining
in the long-term
• The impacts on net
profitability of the business
will mainly depend on:
- The ability to react on the
cost side of the business
–driven also by the cost
management model
- Possibility of new
strategies on revenue
side in order to replenish
the losses
22
Ability to act on ...
Revenues Costs
In-house
Player
example:
Hybrid
Player
example:
Outsourced
Player
example:
• The bank has commercial relationship with clients, but is not the issuer
of the card
• Entire Value Chain is managed by third party with the cards having its
branding (e.g. CartaSi) and limited control of the product offered and
the underling costs
• The bank receives a rebate on the revenues per card agreed in the
outsourcing model
Issuing / 4-party

16. UKNE-PracticeDoc-150116-15
15
... with more room for action on the revenue side where
banks will be looking for alternative strategies
22
Description
•The banks will
face a
decrease in
revenues,
while having a
rigid cost
structure that
will put at risk
issuing bank’s
profitability
•To face the
issue banks
will take the
actions on the
revenue side
Increase card
fees
Card offer
restructuring
Commercial
Partnerships
Additional
services
offering
•The banks will be actively looking for additional revenue
streams in the card business, also through establishing
commercial partnerships with other players not impacted by
regulation
•Banks will sell additional card services (e.g. travel insurance,
...) in order to increase the revenue stream from card business
•On consumer side it will mean less free basic services and
expensive additional services (for 4-party schemes cards)
•Banks will try to strip the services in the basic cards linked to
current accounts in order to keep low the maintenance cost of
the card
•Banks will be less eager to engage in loyalty programs on
their cards (if not offered for free by loyalty program)
•Most of the banks are assumed to increase the card fees
transferring the loss of revenues to the customers
Strategy
Issuing / 4-party

17. UKNE-PracticeDoc-150116-16
16
The 4-party card schemes, including Amex GNS, will be
impacted by the new regulation
33
Due to impacts from regulation ... ... core strategic initiatives
4-party schemes
•Many of the initiatives of Payment
Package (Payment services
Directive 2 and MIF regulation) will
have only indirect and potentially
uncertain effects
•Some initiatives regard directly 4-
party card schemes and will (if
validated in final version) produce
concrete operational impacts (e.g.
separation of card schemes and
processing, surcharges prohibition,
...)
•No matter how the regulatory
environment changes, some core
strategic initiatives will remain
among main priorities for 4-party
card schemes
Card-
holder
Mer-
chant
Issuer Acquirer
1
2 separate
entities?
2
• If legal or organizational separation is required,
4 party Card Scheme Provider will have to face
some new challenges as a:
- New organization and separate accounting
systems, necessary to continue providing
services in the short run
- Separate legal entities, management and
decision making ability, necessary to set up
to guarantee services in the long-run
- Potential increase in operating costs in the
nearest future
• 4-party schemes will look to
further drive customers from
cash to electronic payments,
through:
- Investing in technology and
enhanced security standards
(also to justify the potential
increase in card fees that
banks might apply)
- Expand in the geographies
with still high share of cash
usage
- Innovate and bring new
products and services
(cardless payments, e-
commerce security, ...)
- Increase pricing
transparency towards
merchants to further push the
levels of acceptance
- Build new partnerships (e.g.
Apple pay)
AmEx cards on GNS
Card schemes
(4-party)
GNS

18. UKNE-PracticeDoc-150116-17
17
For AmEx (3 party card scheme) the impacts will be
indirect and will produce double effect: decrease of
revenues from MSC and potential gain in market share
44
• In case of American Express it
would be directly impacted only* by
initiative of permitting surcharge for
3-party schemes, while forbidding
the same for 4-party schemes
• The most relevant impact will
derive from indirect effects of MIF
lowering
•After MIF lowering the general
decrease of MSC is expected and
consequently merchants will
require lower prices to all operators
of card payments eco-system
•Several European countries have
already adjusted domestic MIF
levels closer to the levels of the new
MIF levels (e.g. Poland, Germany,
Hungary, ...) anticipating the above
mentioned effects
... on
average
MSC
... on
market
share
Expected indirect impacts* from MIF reduction ...
• Similar situation was verified in Australia, where
average MIF was reduced from 0.95 p.p. to 0.55 p.p
(42% reduction)
• As a consequence of this intervention AmEx has lost 41
bps in the 4 years to follow (aprox. 10 bps per year)
• Comparing to Italian market where the average
reduction of MIF** is expected to exceed 50% ...
• ... the expected annual margin reduction would be
around 10-15 bps per year (with a total impact on
marginality in 3 years of 30-45 bps)
• Given the lower cost for merchants to accept AmEx
cards there will be consequent benefits in terms of
acceptance
• On the other hand, banks will increase card fees, making
AmEx cards gaining competitiveness in terms of
pricing
• Given higher AmEx products marginality it will be
easier to establish partnerships with banks
• These factors will permit to boost the development of
the infrastructure and gain market share
Total
effect
++
==
• The net effect is uncertain and will depend on how
much market share AmEx will manage to gain
* Global Network Services (GNS) business is not considered in this assessment; ** Estimated on effective MIF revenue received by pool of major Italian issuers
Source: Reserve bank of Australia, industry reports,
Value Partners internal benchmark data and analysis

19. UKNE-PracticeDoc-150116-18
18
The merchants will certainly benefit from lower prices
and more transparency, while the customers will have an
uncertain impact
Impacts description
55
Cardholder
Merchant • Merchants will have a positive effect that will be driven mainly by Large
merchants that are more aware of regulation and have higher bargaining
power, demanding single counterpart for global servicing, more transparency and
lower prices
• In fact, not only will merchant see MSC reduction, but a series of other initiatives
will give merchants more transparency on the pricing from the banks ...
• ... and more rights to influence customer’s behaviour in order to lower their
price of acceptance
Overall impact
Positive
Positive
++
==
Negative
Uncertain
•The customers impact will significantly depend on the actions taken by the
issuing banks, that most likely are going to be negative for customers (card fee
increase, advanced services payable, ...)
•This will be contrasted by the general increase of acceptance due to lower
price to merchants and more rights
•The overall effect is uncertain

20. UKNE-PracticeDoc-150116-19
19
In a nutshell…
• The use of non-cash transactions has constantly increased during the last years, with Europe still
having larger room for cash substitution
• With regards to card usage Europe has shown the slowest growth compared to other geographies
and has the lowest share compared to other geographies
• European regulators have launched a series new requirements to push card payments through two
key initiatives impacting Multilateral Interchange Fee:
- Cross-border acquiring lower interchange fees
- MIF reduction for consumer debit and credit transactions
• The first initiative creates a new European competitive framework for cross-border acquirers and
forces relevant acquirers to become cross-border, as not doing so would result in potential loss of
large clients and lack of competitiveness, with a growing number of players looking to establish
dedicated to Acquiring Partnerships with specialized players (e.g Global Payment, First Data, )
• In the long-term there will be a significant reduction in the revenue pool on the Issuing side with
banks that will implement alternative strategies to replenish the losses, including also thinking to
new partnership with the Card Schemes less impacted by the new regulation
• The new regulation will impact mainly the 4 Party Card Schemes from an operative point of view,
while 3 Party Card Schemes will be impacted mostly indirectly
• The merchants will be the winning players in this game due to lower prices and higher
transparency, while the effects on card users are uncertain

21. UKNE-PracticeDoc-150116-20
20
Thank you!

22. UKNE-PracticeDoc-150116-21
21
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Chaoyang District
100020 Beijing - PRC
Tel. +86 10 5870 0664
Fax: +86 10 5870 0864
Shanghai
Fortune Gate office building,
Unit 08, 23/F.
1701 Beijing Road (W)
Shanghai 200040
China
Tel. +86 21 61324230
Hong Kong
1402 Harcourt House,
39 Gloucester Road,
Wanchai
Hong Kong
Tel. + 852 2103 1000
Fax + 852 2805 1310
Singapore
7 Temasek Boulevard.
Suntec Tower One #26-04
038987 - Singapore
Tel. +65 6820 3388
Fax +65 6820 3389
Road
Dubai
PO Box 503025 – DMC 9
Business Central Tower-Suite 1304 A
Dubai Media City
Sheikh Zayed Road
Dubai – United Arab Emirates
Tel. +971 50 788 0187