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UNICREDITO ITALIANO

UNICREDITO ITALIANO. Alessandro Profumo - CEO. “CREATION OF UCI’s SEGMENT BANKS: RATIONALE, DRIVERS AND VALUE”. London - December 19 th , 2001. DISCLAIMER.

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UNICREDITO ITALIANO

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  1. UNICREDITO ITALIANO Alessandro Profumo - CEO “CREATION OF UCI’s SEGMENT BANKS: RATIONALE, DRIVERS AND VALUE” London - December 19th, 2001

  2. DISCLAIMER No representation or warranty, express or implied, is made as to, and no reliance should be placed on the completeness and accuracy of the information and/or news contained in this presentation (the “Document”) and neither UniCredito Italiano S.p.A. (“UniCredit” or “UCI”) nor any company of its Group or any of their respective directors, members, officers, employees or advisers shall have any liability whatsoever (in negligence or otherwise) for any losses claims or damages arising from the errors or omissions or from the use of this Document or its contents or otherwise arising in connection with this Document. This Document is being supplied to you with the only purpose to inform you on Project S3 and may not be reproduced, described or further distributed, also partially, to any other person or used, in whole or in part for any purpose.

  3. Agenda Strategic Rationale and Value Drivers of the Project Structure of the Deal Value Creation Conclusions

  4. From a federation “by geography”… Retail Corporate … to a federation “by segment” ... Private Bank Corporate Bank Retail Bank PROJECT S3 WILL ALLOW UCI TO MOVE FROM A FEDERAL GEOGRAPHIC TO A SEGMENT-BASED MODEL ... … WITH CRITICAL MASS AND GROWTH OPPORTUNITIES

  5. ... DOING A FURTHER STEP TOWARDS GROUP’s VISION TO BECOME A EUROPEAN MULTISPECIALIST FINANCIAL GROUP Foreign Banks Corporate Bank Retail Bank Private Bank “New” Italian Banking Wholesale Banking New Initiatives New Europe Banking • Unbundling Italian commercial banking and creating new, focussed, business units in all key market segments • Opening new growth opportunities for each business, facilitating ad hoc “strategic moves” per business line (e.g. on a dimensional and a geographical scale) • Improving accountability and market recognition of the various business lines

  6. THREE LARGE BUSINESS SPECIALISTS WILL CREATE SUSTAINABLE COMPETITIVE ADVANTAGE FOR THE GROUP • Create Structural Advantage • Creating specialists “from scratch” is possible, but requires long time to reach critical mass • Transforming a big incumbent in a specialist is very difficult • Diversified growth paths (domestic and international) for each bank; potential specific partners by bank • Strategic management of Italian commercial banking as a portfolio of businesses • Increase Growth Options • Higher customer satisfaction • More comprehensive knowledge of the market (focused offer of products/services) • Increased market share • Improve Quality of Service • Management focus and external recognition • Time-to-market and increased penetration in specific geographic areas • Higher brand recognition • Strengthen Effectiveness • Strong cost control (no duplications, improved HR mngt.) • Improved accountability, capital allocation and risk control • Improve Efficiency

  7. INTERNAL FACTORS EXTERNAL SCENARIO • Incumbent competitors busy with internal restructuring plans • All main Italian Banks fully divisionalised and working on the same IT platform • New comer specialists focusing on affluent market • Critical mass in all market segments • Potential to streamline “holding” structures • Lowering of entry barriers for foreign players CUSTOMERS’ NEEDS INVESTORS’ NEEDS • Demand of dedicated services at good value for money • Investors’ analysis more and more segment-based • Accountability and higher visibility of each business line • Brand and logistics becoming less important than quality of service in customers’ choice • Sustainability of performance and growth options TODAY WE HAVE ALL THE CONDITIONS TO MAKE THIS STEP ... WHY ACT NOW ?

  8. 2000 KEY FIGURES (Euro) PRIVATE BANKING KEY DRIVERS • Based in Turin More than 100,000 private customers (with > 500,000 Euro of financial assets) • Consolidation of leadership in Italian high net worth individuals segment • DISTRIBUTION CHANNEL: • 150 branches + direct channels • 1,600 employees • 750 relationship managers • Focus on consultancy and long term customer relationship built on innovative products and efficient service Total Loans 1 bn Total Financial Assets (Direct + Indirect Deposits) 44 bn • Ability to grow market share in high value services and “share of wallet” • One single national brand Total Revenues 500 mln ... AND CREATE THREE LEADERS IN THEIR RESPECTIVE MARKETS: THE FIRST ITALIAN PRIVATE BANK ...

  9. 2000 KEY FIGURES (Euro) CORPORATE BANKING KEY DRIVERS • Based in Verona 80,000customers (companies with revenues from Euro 1.5 -2.5 mln up to Euro 250 mln) • Excellence in customers management supported by advanced IT platform and systematic monitoring of customer satisfaction • DISTRIBUTION CHANNEL: • 250 branches + direct channels • 4,000 employees • ~1,300 relationship managers • High quality of credit analysis tools (customer risk measurement, risk-adjusted profitability and capital absorption) Total Loans 49 bn Total Deposits 15 bn • One single national brand • Broad product offer to cover the full range of customer needs (financial, organisational, operational) Total Revenues 1.3 bn ... THE LEADING BANK IN CORPORATE BUSINESS ...

  10. KEY DRIVERS 2000 KEY FIGURES (Euro) RETAIL BANKING • Quick and efficient distribution of innovative products/services specialised by segment: • Based in Bologna 6.5 mln customers • MASS MARKET (< Euro 75,000) • AFFLUENT (from Euro 75,000 to Euro 500,000) • SMALL BUSINESS (Revenues < Euro 1.5 - 2.5 mln) • DISTRIBUTION CHANNEL: • ~2,800 branches • direct channels (self service, telephone & home banking) • 23,000 employees • 2,000-2,300 relationship managers • 16,500 commercial operators • MASS MARKET: wide range of products, multi-channel, easy access at a low price • AFFLUENT: dedicated consultancy (asset management, saving plans) • SMALL BUSINESS: cash and credit management tools (branch & on-line channels), dedicated consultancy for family’s savings Total Loans 36 bn Total Financial Assets (Direct + Indirect Deposits) 161 bn • Single “umbrella” brand for products and services + regional brands for distribution Total Revenues 4 bn ... AND THE LARGEST SINGLE RETAIL BANK IN ITALY

  11. STEP 1 (1995-1998) STEP 2 (1999-2001) STEP 3 (2002-...) & 3 SEGMENT BANKS TURNAROUND UCI 2 BANKS: CREDITO ITALIANO AND ROLO BANCA 7 FEDERATED BANKS: FEDERAL “GEOGRAPHIC” MODEL 3 SEGMENT BANKS: PRIVATE, CORPORATE, RETAIL ORGANISAT. STRUCTURE • Development of finer customer segmentation in each bank: Private, Affluent, Mass Mkt, Small Business, Corporate • Segment-specificbusiness models • Introduction of customer segmentation: retail & corporate CUSTOMER APPROACH AND OPERATING STRUCTURE • Fully integrated operations and logistics • Segment-focused front line organisation • From specialised corners in the branches to full network divisionalisation • Common EDP service company • Segment banks as strategic business units • Single IT platform and centralised back office S3 IS THE FINAL STEP OF THE STRATEGIC PATH STARTED IN 1995, THAT UCI SUCCESSFULLY MANAGED ...

  12. ... AS DEMONSTRATED BY THE GROUP ABILITY TO ENHANCE PROFITABILITY AND EFFICIENCY WHILE CARRYING OUT IMPORTANT CHANGES PROFITABILITY: PRE-TAX ROE • Best European Bank for total shareholders’ value creation in the five year period ’95-’00 (Source: FTSE) 1998 1H2001(1) % RANK % RANK Lloyds 40.1 1st Lloyds 31.0 1st Abbey National 29.4 2nd UCI 30.2 2nd • Outstanding profitability and efficiency together with growth: Bank of Scotland 28.0 3rd BNP Paribas 26.8 3rd UCI 26.1 4th Sanpaolo IMI 26.7 4th • 2nd largest player in New Europe and best performer in Poland (Bank PEKAO) EFFICIENCY: COST/INCOME RATIO 1998 1H2001 % RANK % RANK • Global producer in AM (Pioneer Group) Abbey National 41.2 1st Lloyds 43.8 1st Lloyds 49.1 2nd Abbey National 44.8 2nd • Leader in the domestic market for corporate risk-management products (UBM and CorporateLab) and derivatives for retailers (TradingLab) Bank of Scotland 51.6 3rd RBoS 48.1 3rd HSBC 54.9 4th HBoS 48.3 4th Nordea (Merita) 55.3 5th UCI 55.5 5th UCI 56.6 6th Barclays 56.2 6th RANKING CONSIDERS TOP 20 EUROPEAN BANKS PER MARKET CAP (see annex) (1) Annualised

  13. We are unbundling Italian commercial banking and creating 3 leading segment banks with critical mass, professional skills and focus in their respective business • This change will give us a sustainable competitive advantage, supporting our growth through: • improved quality of service and customer satisfaction • higher market share • higher profitability • S3 is a key step towards our strategic goal to become a European multispecialist financial player • Our track record of change management and value creation for shareholders makes us confident in achieving the strategic goals of S3 SUMMING UP ...

  14. Agenda Strategic Rationale and Value Drivers of the Project Structure of the Deal Value Creation Conclusions

  15. FIRST STEP: 1ST JUNE 2002 • Merger of 7 companies in UCI • Contribution of banking assets and liabilities to UCI Banca (Former Credit) UCI UCI Merger Perimeter CRV (99.77%)(1) CRT (100%) Rolo (18.83%)(1)(2) CSM (100%) CREDIT (100%) • UCI Banca (Former Credit) • Retail banking activities • Corporate banking activities • Private banking activities CARITRO (96.82%)(1)(3) CRTS (79.67%)(1) C. CARIMONTE (51%)(1) SECOND STEP: 1ST JANUARY 2003 • Spin-off of Private and Corporate assets and liabilities from UCI Banca to 2 newly created beneficiaries • Final structure UCI UCI Corporate Activities UCI Banca (Retail activities) Retail Bank* Corporate Bank* Private Bank* Private Activities * Nicknames; names still to be defined THE DEAL WILL BE COMPLETED IN ONE YEAR WITH TWO MILESTONES IN JUNE 2002 AND JANUARY 2003 (1) The merger will imply the acquisition of the minorities of such companies; for Rolo, UCI will buy the 49% of C. Carimonte not owned and 38.8% by other Rolo’s minority shareholders (2) From the merger excluded Banca dell’Umbria and CR Carpi (3) On-going acquisition of 5.442.000 ordinary shares (3.2% of capital) from Caritro Foundation

  16. THE MERGER WITH ROLO IS A KEY STEP OF S3 - UCI BOARD HAS CONSIDERED TO BE FAIR AN EXCHANGE RATIO(1) OF 3.80 EX-DIVIDEND, IN LINE WITH LAST MONTHS RELATIVE MARKET VALUATION(2) • UCI already owns 40.4% of Rolo, in economic terms, 18.8% directly and 21.6% indirectly through Credit Carimonte • Double merger by incorporation of Rolo and Credit Carimonte into UCI • Share swap merger, with UCI shares to: • Credit Carimonte minority shareholders (Carimonte Holding owning 49.0%) • Rolo other minority shareholders (owning the remaining 38.8%) • Transaction expected to be approved by the respective EGMs scheduled by March-April 2002 • Exchange ratio(1) UCI/Credit Carimonte, considered to be fair by UCI BoD 0.68 ex-dividend, reflecting UCI/Rolo exchange ratio(1) of 3.80 • Additional market cap for ROLO minorities around Euro 5 bn (final mkt cap ~27 bn) Actual Structure Fond. Monte di Bologna e Ravenna Fond.CR Modena 40.1% 59.9% Carimonte Holding 49.0% 0.8% 3.7% Credit Carimonte UCI 51.0% Other investors: RAS 3.9% F. Perugia 3.0% Free float 28.2% 42.3% 18.8% Rolo Merger Perimeter Post merger UCI’s current shareholders will be diluted by 18%, with a weight in the new entity of around 82% (1) Number of UCI’s share for each Rolo/Credit Carimonte share (2) See Annex for Exchange ratio details

  17. UCI Current Shareholding UCI Post S3(1) (2) S3 PROJECT WILL IMPLY A SLIGHT DILUTION OF CURRENT UCI’S MAJOR SHAREHOLDERS ISSUANCE OF APPROXIMATELY 1.1bn NEW ORDINARY UCI SHARES, MAINLY FOR ROLO MINORITIES ACQUISITION (98% OF TOTAL) (1) Assuming the issuance of 1.1bn new shares at service of the acquisition of the minorities related to the merger of the seven banks (the merger with Rolo and Credit Carimonte accounting for 98% of total shares to be issued) (2) 40% owned by Fondazione Bologna and 60% owned by Fondazione Modena

  18. Agenda Strategic Rationale and Value Drivers of the Project Structure of the Deal Value Creation Conclusions

  19. S3 IMPACT ON UCI GROUP OPERATING PROFITS: TOTAL GROSS SYNERGIES OF EURO 720 MLN IN 2004 2002E 2003E 2004E (Euro mln) (Euro mln) (Euro mln) Partial offset of one-off charges from disposal of non-core assets (gross impact Euro 80 mln, 51 mln after tax) Partial offset of one-off charges from disposal of non-core assets (gross impact Euro 70 mln, 45 mln after tax) (1) (1) (1) • 2004 SYNERGIES EXPECTED TO BE EQUAL TO: • REVENUES: 4.9% OF 2000A GROUP REVENUES • COSTS: 5.5% OF 2000A GROUP COSTS • TOTAL: 15.7% OF 2000A GROUP OPERATING PROFIT Note: the above figures include synergies from Rolo (1) Assuming a 41% tax rate

  20. IN 2004 THE THREE BANKS(1) WILL SHOW EXCELLENT PERFORMANCE THANKS TO THEIR CAPABILITY TO GROW AND TO THE IMPACT OF SYNERGIES % Change 7 Banks 2000(2) Baseline 2004E(3) 2004E Post S3(4) 04E Post S3 / 7 Banks 00 04E Post S3 / Baseline 04E +74% +20% Net Income (Euro mln) 1,318 1,908 2,291 -9 p.p. -5 p.p. 49% Cost/ Income 45% 40% +99% +27% EVA (Euro mln) 766 1,526 1,198 +5.7 p.p. +2.8 p.p. RARORAC 12.2% 17.9% 15.1% Corporate 2004E Private 2004E Retail 2004E Net Income (Euro mln) 270 696 1,325 S3 will significantly boost our results compared with 2000A figures, generating additional Euro 328 mln of EVA Cost/ Income 23% 23% 48% EVA (Euro mln) 287 236 1,003 RARORAC 6.3% 63.3% 28.0% (1) Considering only commercial banking activities (2) Considering only Private, Corporate and Retail P&L figures of the 7 merged banks; allocated capital related to the whole banking business (3) Considering 2004 planned figures for the 3 segment banks without synergies (4) The 3 segment banks will benefit of Euro 650 mln gross synergies; remaining Euro 70 mln (cost synergies only) are related to other Italian Banking business

  21. Main drivers for revenue synergies are, for each segment: Increased penetration and profitability of existing customers thanks to business specialisation Acquisition of new clients/ new business opportunities due to a more effective coverage Figures based on the projection of the results of pilot projects already implemented by Group’s banks REVENUE SYNERGIESWILL ARISE FROM ALIGNMENT TO BEST PRACTICE AND ROLLOUT OF CURRENT PILOT PROJECTS(1) ON THE LARGER SCALE OF NATION-WIDE SEGMENT BANKS EXPECTED GROSS REVENUE SYNERGIES IN 2004 (Euro mln) Total Retail: Euro 235 mln REVENUE SYNERGIES STARTING FROM 2003, ON GOING IN 2004 (1) See Annex for details

  22. IN PRIVATE BANKING REVENUE SYNERGIES ARISE FROM INCREASE OF SHARE OF WALLET, FOCUS ON HIGH VALUE-ADDED SERVICES AND GROWTH IN VOLUMES/CUSTOMERS Specialisation Effect Growth Effect “Share of Wallet” New Customers +11% +9 p.p. 111,000 51% 100,000 42% Expected revenue synergies of Euro 45 mln (representing 10.2% of 2001E segment revenues)(1) Expected revenue synergies of Euro 60 mln (representing 13.6% of 2001E segment revenues)(1) (1) Considering only commercial banking activities

  23. IN CORPORATE BANKING REVENUE SYNERGIES ARISE FROM BETTER PRICING AND SELECTIVE GROWTH OF CUSTOMER PORTFOLIO Specialisation Effect Growth Effect Commissions margin Net interest margin New Customers +15% +9 b.p. 92,000 +22 b.p. 80,000 1.75% 1.62% 1.66% 1.40% Expected revenue synergies of Euro 60 mln (representing 4.0% of 2001E segment revenues)(1) Expected revenue synergies of Euro 60 mln (representing 4.0% 2001E segment revenues)(1) (1) Considering only commercial banking activities

  24. SPECIALISATION ON AFFLUENT CLIENTS IS EXPECTED TO GENERATE REVENUE SYNERGIES OF EURO 105 MLN IN 2004 ... Specialisation Effect Growth Effect “Share of Wallet” New Customers +5% +6 p.p. 945,000 900,000 71% 65% Expected revenue synergies of Euro 60 mln (representing 5.3% of 2001E segment revenues)(1) Expected revenue synergies of Euro 45 mln (representing 4.0% of 2001E segment revenues)(1) (1) Considering only commercial banking activities

  25. … SMALL BUSINESS IS EXPECTED TO GENERATE TOTAL REVENUE SYNERGIES OF EURO 70 MLN ... Specialisation Effect Growth Effect Margin on Total Customer Volumes (Loans+Deposits) New Customers +9% 6.2% 580,000 541,000 5.0% 4.1% Expected revenue synergies of Euro 30 mln (representing 3.2% of 2001E segment revenues)(1) Expected revenue synergies of Euro 40 mln (representing 4.3% of 2001E segment revenues)(1) (1) Considering only commercial banking activities

  26. … AND THE MASS MARKET EURO 60 MLN EFFECTIVENESS OF GEOGRAPHIC COVERAGE AND COMMERCIAL ACTIVITIES Specialisation Effect Growth Effect Margin on Total Customer Volumes (Loans+Deposits) New Customers +10 b.p. +5% 5.1% 5,040,000 5.0% 4,810,000 Expected revenue synergies of Euro 48 mln (representing 2.6% of 2001E segment revenues)(1) Expected revenue synergies of Euro 12 mln (representing 0.6% of 2001E segment revenues)(1) (1) Considering only commercial banking activities

  27. S3 IS ALSO EXPECTED TO POSITIVELY IMPACT THE COST BASE OF THE GROUP STARTING FROM 2002 EXPECTED GROSS COSTS SYNERGIES IN 2004 DRIVERS (Euro mln) • Rationalisation mainly from headquarters and networks, commercial and production PERSONNEL • Reduction of expenses directly related to headcount • 5% efficiency improvement of other indirect costs not directly related to headcount ADMINISTRATIVE EXPENSES • Lower investments for brand recognition, merchandising, and other communication costs COMMUNICATION • Lower operating expenses, depreciation and other costs MANAGEMENT OF PP&E • More efficiency due to the unification of operating and front office IT applications IT EXPENSES • Earlier implementation of cost excellence project (E-procurement systems) reducing the purchasing price CENTRALISED PURCHASES SYNERGIES STARTING IN 2002, ON GOING IN 2004 TOTAL

  28. THE REORGANISATION WILL REQUIRE LIMITED ONE-OFF CHARGES ESTIMATED AT AROUND EURO 275 MLN ONE-OFF CHARGES (Euro mln) Charges partially offset by capital gains generated by sale of non-core assets (expected value of Euro 150 mln). Net one-off charges could be Euro 125 mln ONE-OFF COSTS WILL INCUR FOR APPROXIMATELY EURO 152 MLN IN 2002 AND EURO 123 MLN IN 2003

  29. THANKS TO S3, 2004E GROUP NET INCOME WILL GROW FROM EURO 2.2BN TO EURO 3.0BN (+38%), WITH A CAGR OF 21% COMPARED TO 17% EX-S3 NET INCOME (Euro mln) CAGR 2000A-2004E Cost/Income 2004E 2000A 9M2001A 2004E Italian Banking Division (Ex-S3) 2,416 (1,991) 14.8% (9.4%) 40.4% (45.3%) 1,390 1,227 • Wholesale Banking • of which • Investment Banking • Pioneer 273156117 22414876 494295199 16.0%17.3%14.2% 48.2%37.8%59.8% 318 18.0% 42.4% New Europe Banking 164(1) 147 n.m. Xelion and Clarima - 38 - 1 n.m. - 33 - 399 - 371- 100 - 447 - 295- 167 - 626 - 437- 220 n.m. n.m. n.m. n.m. n.m. n.m. • Corporate Centre • of which • Parent Company • Goodwill n.m. Minorities from S3 - 400 n.m. - Total (Ex-S3) 1,395 1,113 3,000 (2,176) 21.1% (11.8%) 43.8% (47.7%) (1) Pro forma figure, calculated on New Europe Banks 2000 Net Income weighted for UCI shareholding

  30. UCI GROUP 2000A - 2004E: NET INCOME GROWTH AFTER PROJECT S3 Net Income (Euro mln) 323 502 2,176 (1) S3 WILL SIGNIFICANTLY BOOST UCI GROUP EXPECTED NET INCOME GROWTH (1) Excluding the extraordinary provisions for 1998 and 1999 related to the effects of Ciampi Law; re-stated net income Euro 1,508 mln

  31. UCI GROUP 2000A - 2004E EPS GROWTH AND ACCRETION ANALYSIS % Change 2004E Baseline 2004E Post S3 ’04E Post S3/ ’00A ’04E Post S3/ ’04E Baseline 2000A +76% +13% EPS (Euro) 0.28 0.43 0.49 +340 bp EPS CAGR ‘00-04 - +11.8% +15.2% +154% +52% EVA (Euro mln) 723 1,204 1,836 RARORAC +290 bp +310 bp 11.7% 11.5% 14.6% Marginal RARORAC +170 bp +270 bp 15.0% 14.0% 16.7% 2002 AFFECTED BY ONE-OFF CHARGES WITH LIMITED REVENUE SYNERGIES, HIGHER GROWTH IMPACT EXPECTED IN 2003 AND 2004

  32. Agenda Strategic Rationale and Value Drivers of the Project Structure of the Deal Value Creation Conclusions

  33. UCI has shown its ability to deliver planned goals: • full integration of Italian banks • expansion in fast-growing areas (Asset Management and New Europe) • development of high value-added business (UBM and TradingLab) • After the completion of project S3, UCI will have a cutting edge organisational structure and will be the first European bank with 3 large segment specialists • S3 will help UCI to further improve customer satisfaction and shareholders value UCI FIRST COMMITMENT IS TO CONTINUE TO DELIVER VALUE TO ITS CLIENTS AND SHAREHOLDERS

  34. Annexes

  35. THE TRANSACTION WILL STRENGTHEN UCI AS ONE OF THE LEADING EUROPEAN BANKS Top European Banks by Market Cap (Euro bn) ADDITIONAL MARKET CAP FOR MINORITIES OF AROUND EURO 5 bn(1) Ranking “Euro Area” 1º 2º 3º 4º 5º 6º 7º 8º 9º 10º POTENTIAL ADDITIONAL EFFECT ON MARKET CAP FROM VALORISATION OF SYNERGIES AND RE-RATING Data as of 11th December, 2001 Note: in green “Euro area” banks (1) Assuming the issuance of 1.1bn new shares at service of the acquisition of the minorities related to the merger of the seven banks (the merger with Rolo and Credit Carimonte accounting for 98% of total shares to be issued)

  36. UCI GROUP COMPARED TO ITS EUROPEAN PEERS 1998A 1H 2001A ROE ROE Pre-tax Group Cost/Income Group Pre-tax Group Cost/Income Group Abbey National 41.2% Lloyds 40.1% Lloyds 43.8% Lloyds 31.0% UniCredit 30.2% Lloyds 49.1% Abbey National 29.4% Abbey National 44.8% Bank of Scotland 51.6% Bank of Scotland 28.0% RBoS 48.1% BNP Paribas 26.8% UniCredit HSBC 54.9% 26.1% HBoS 48.3% Sanpaolo IMI 26.7% UniCredit 55.5% Nordea (Merita) 55.3% Natwest 24.8% Abbey National 25.6% UniCredit 56.6% Barclays 23.3% Barclays 56.2% Barclays 23.9% Sanpaolo IMI 56.9% Deutsche Bank 22.5% BBVA 58.2% ABN Amro 23.7% BBV 61.5% Banca Intesa 22.2% HSBC 59.0% Société Générale 22.9% Barclays 66.3% HSBC 22.1% SCH 60.0% IntesaBci 22.2% Banca Intesa 68.1% HVB 20.2% BNP Paribas 61.4% Nordea 22.1% BNP 68.1% ABN Amro 18.8% Nordea 63.1% HBoS 21.0% Natwest 68.6% Nordea (Merita) 18.7% IntesaBci 65.0% HSBC 20.4% ABN Amro 69.4% BBV 16.6% Sanpaolo IMI 65.1% BBVA 20.0% Santander 69.5% Santander 16.5% Société Générale 72.0% SCH 17.0% HVB 71.1% Sanpaolo IMI 16.0% HVB 72.3% Credit Suisse 16.5% Credit Suisse 72.4% BNP 14.2% ABN Amro 72.8% RBoS 16.4% Société Générale 73.5% Société Générale 13.7% Deutsche Bank 73.3% Deutsche Bank 14.4% Deutsche Bank 78.1% Credit Suisse 13.5% Dresdner 78.8% Dresdner 8.4% Dresdner 79.4% UBS 12.2% Credit Suisse 80.3% HVB 8.4% UBS 81.8% Dresdner 12.0% UBS 81.2% UBS 7.6% Average 64.7% Average 20.5% Average 63.0% Average 20.3% Source: 1998 Annual Reports and 2001 Interim Reports Note: the sample is formed by top 20 European banking groups by market cap Note: Pre-tax ROE calculated as (net income+minority interests+taxes)/(equity=share capital+reserves+net income+paid-in capital+Fund for general Banking Risks+neg. consolidation and book value diff.+minority interests) Note: Cost/Income ratio calculated as operating costs (including D&A)/revenues (net interest margin+net commissions+trading+other net operating revenues)

  37. S3 WILL BE EXECUTED TIMELY IN ORDER TO START IMPLEMENTING THE NEW STRATEGY OF THE GROUP AS SOON AS POSSIBLE

  38. THE AGREED UCI/ROLO EXCHANGE RATIO(1) IS IN LINE WITH THE MARKET PRICE OF THE TWO COMPANIES Exchange Ratio Evolution Exchange ratio pre-rumours (started on 6/10/2001): Average 1 Month: 3.72 Average 3 Months: 3.64 Average 6 Months: 3.59 Average 12 Months: 3.56 Average 1 Month 3.85 Average 3 Months 3.79 Average 6 Months 3.69 Average 12 Months 3.63 EXCHANGE RATIO CONSIDERED TO BE FAIR BY UCI’s BoD: 3.80 (1) Number of UCI’s share for each Rolo share; calculated as ordinary sharee prices of Rolo/ordinary share price of UCI

  39. UCI HAS ALREADY STARTED PILOT PROJECTS TARGETING SPECIFIC SEGMENTS GOAL: FURTHER IMPROVEMENT OF SERVICE MODELS PILOT PROJECTS Target Segments Family Banking Corporate Project Wealth Management Small Business All Banks Private CI, CRV, CRT, ROLO Corporate Affluent Small Business Mass Market Total Retail

  40. IN PRIVATE BANKING REVENUE SYNERGIES ARISE FROM INCREASE OF SHARE OF WALLET, FOCUS ON HIGH VALUE-ADDED SERVICES AND GROWTH IN VOLUMES/CUSTOMERS Specialisation Effect Growth Effect “Share of Wallet” New Customers +11% +9 p.p. 111,000 51% 100,000 42% • 18% volumes increase (after 20% discount on the volumes arising from the improved share of wallet) • Net volumes valued at 25% discount on 2004 target margins • Expected revenue synergies of Euro 60 mln (representing 13.6% of 2001E segment revenues)(1) • 13% volume increase due to new customers (after 20% discount on target customers growth) • Net volumes valued at 25% discount on 2004 target margins • Expected revenue synergies of Euro 45 mln (representing 10.2% of 2001E segment revenues)(1) TOTAL REVENUE BENEFIT FROM PRIVATE CLIENTS ESTIMATED AT AROUND EURO 105 MLN IN 2004 (1) Considering only commercial banking activities

  41. IN CORPORATE BANKING REVENUE SYNERGIES ARISE FROM BETTER PRICING AND SELECTIVE GROWTH OF CUSTOMER PORTFOLIO Specialisation Effect Growth Effect Commissions margin Net interest margin New Customers +15% +9 b.p. 92,000 +22 b.p. 80,000 1.75% 1.62% 1.66% 1.40% • Loss of volumes (6% of current volumes) due to overlap of clients within 7 banks • Target margins assume that existing gaps vs. Group best performer are filled at 25% • Better pricing on interests (+9 b.p. on average) and commissions (+22 b.p. on average) applied to net volumes • Expected revenue synergies of Euro 60 mln (representing 4.0% of 2001E segment revenues)(1) • Corporate further segmentation in • Tier 1 clients and high growth potential clients • Other clients • Average pricing resulting from the assumption that existing gaps vs. Group best performer are filled at 25% • Expected revenue synergies of Euro 60 mln (representing 4.0% 2001E segment revenues)(1) TOTAL REVENUES BENEFIT FROM CORPORATE CLIENTS ESTIMATED AT AROUND EURO 120 MLN IN 2004 (1) Considering only commercial banking activities

  42. SPECIALISATION ON AFFLUENT CLIENTS IS EXPECTED TO GENERATE REVENUE SYNERGIES OF EURO 105 MLN IN 2004 ... Specialisation Effect Growth Effect “Share of Wallet” New Customers +5% +6 p.p. 945,000 900,000 71% 65% • 7% volumes increase (after 20% discount on the volumes arising from the improved share of wallet) • Net volumes valued at 25% discount on 2004 weighted average margin (obtained assuming that gaps vs. best performer are filled at 30%) • Expected revenue synergies of Euro 60 mln (representing 5.3% of 2001E segment revenues)(1) • 5% volume increase due to new customers (after 20% discount on target customers growth) • Net volumes valued at 25% discount on 2004 weighted average margin (obtained assuming that gaps vs. best performer are filled at 30%) • Expected revenue synergies of Euro 45 mln (representing 4.0% of 2001E segment revenues)(1) TOTAL REVENUES BENEFIT FROM AFFLUENT CLIENTS ESTIMATED AT AROUND EURO 105 MLN IN 2004 (1) Considering only commercial banking activities

  43. … SMALL BUSINESS IS EXPECTED TO GENERATE TOTAL REVENUE SYNERGIES OF EURO 70 MLN ... Specialisation Effect Growth Effect Margin on Total Customer Volumes (Loans + Deposits) New Customers +9% 6.2% 580,000 541,000 5.0% 4.1% • 7% volumes (funding+assets) increase due to new customers, after 40% discount to take into account the overlap with Imprendo • Net volumes valued at current spreads with 30% discount • Expected revenue synergies of Euro 40 mln (representing 4.3% of 2001E segment revenues)(1) • Targeted weighted average spread of 5.7% • Margin gaps vs. best performer are filled at 20% • Expected revenue synergies of Euro 30 mln (representing 3.2% of 2001E segment revenues)(1) TOTAL REVENUES BENEFIT FROM SMALL BUSINESS CLIENTS ESTIMATED AT AROUND EURO 70 MLN IN 2004 (1) Considering only commercial banking activities

  44. … AND THE MASS MARKET EURO 60 MLN EFFECTIVENESS OF GEOGRAPHIC COVERAGE AND COMMERCIAL ACTIVITIES Specialisation Effect Growth Effect Margin on Total Customer Volumes (Loans + Deposits) New Customers +10 b.p. +5% 5.1% 5,040,000 5.0% 4,810,000 Expected revenue synergies of Euro 48 mln (representing 2.6% of 2001E segment revenues)(1) Expected revenue synergies of Euro 12 mln (representing 0.6% of 2001E segment revenues)(1) (1) Considering only commercial banking activities

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