Скачать презентацию Creating the First Truly European Bank Milan 13 Скачать презентацию Creating the First Truly European Bank Milan 13

c1b9960914e17cf751a9726bf6b2fc17.ppt

  • Количество слайдов: 36

Creating the First Truly European Bank Milan, 13 June 2005 SUK 000 YK 2. Creating the First Truly European Bank Milan, 13 June 2005 SUK 000 YK 2. PPT Not for distribution in or into or from the United States, Australia, Canada or Japan

DISCLAIMER By attending the meeting where this presentation is made you agree to be DISCLAIMER By attending the meeting where this presentation is made you agree to be bound by the following limitations: THIS PRESENTATION IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE FURTHER DISTRIBUTED OR PASSED ON TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. NEITHER THIS PRESENTATION NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA OR AUSTRALIA OR DISTRIBUTED OR REDISTRIBUTED IN JAPAN OR TO ANY RESIDENT THEREOF. THE DISTRIBUTION OF THIS PRESENTATION IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Uni. Credit or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in Uni. Credit or any member of its group or any commitment whatsoever. Persons who intend to participate in the proposed tender offers are reminded that any such participation may only be made solely on the basis of the information contained in the respective offer documents to be issued by Uni. Credit in accordance with the relevant tender offer and securities laws regulations which may be different from the information contained in this presentation. The information contained in this presentation is not for publication, release or distribution in Australia, Canada, Japan or the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). This presentation and the information contained herein are not an offer of securities for sale in the United States and may not be viewed by persons in the United States except for qualified institutional buyers (as defined in Rule 144 A under the Securities Act) (“QIBs”). The securities proposed to be offered in Uni. Credit have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except to. QIBs in reliance on an exemption from, or transaction not subject to, the registration requirements of the Securities Act. The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating. Certain statements in this presentation are forward-looking statements under the US federal securities laws. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These include, among other factors, the satisfaction of the conditions of the offering, changing business or other market conditions and the prospects for growth anticipated by the Uni. Credit’s management. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Uni. Credit does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation. 2

AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful Combination ■ Strong Financial Case ■ Offer Timetable ■ Closing Remarks 3

A NEW FORCE IN EUROPEAN BANKING FOCUS ON ONE OF THE WEALTHIEST AREAS AND A NEW FORCE IN EUROPEAN BANKING FOCUS ON ONE OF THE WEALTHIEST AREAS AND LEADER IN THE FASTEST GROWING MARKETS IN EUROPE ■ Leading player in key markets: ü More than 28 million customers served through over 7, 000 branches 1 ü 3 neighbouring home markets in Western Europe • Germany: 5% market share 2 • Italy: 10% market share 2 • Austria: 18% market share 2 ü Undisputed leader in CEE 3 with extensive presence throughout the region • € 70 bn total assets 1, more than twice the second player 2 • N. 1 in Poland, Bulgaria and Croatia 2 • Top 5 position in 9 countries 2 and access to Baltic Countries and Russia ■ Significant business and geographic diversification and critical mass in scale-driven businesses ü Banking operations in 19 countries ü Well balanced business portfolio 4 Note: Unless indicated otherwise, information given in this document relates to the combined entity 1 Including Hebros Bank, Eksimbanka, IMB and Yapi. Banca Ion Tiriac not included. Representative offices excluded from number of branches 2 In terms of total assets as of year end 2004 3 For the purposes of this document, CEE includes the following countries: Poland, Hungary, Czech R. , Slovakia, Slovenia, Bulgaria, Romania, Croatia, Bosnia Herzegovina, Serbia Montenegro, Turkey, Ukraine, Lithuania, Latvia, Estonia and Russia

A POWERFUL COMBINATION SIGNIFICANT VALUE CREATION ■ Complementary strengths/sharing of best practices, common product A POWERFUL COMBINATION SIGNIFICANT VALUE CREATION ■ Complementary strengths/sharing of best practices, common product factories, and significant “in-market” synergies (Poland Croatia) ■ Close to € 1 bn of estimated annual pre-tax synergies fully realised by ’ 08 ■ Very conservative approach on revenue synergies with room for further upside ■ Conservative restructuring charges of € 1. 35 bn (c. 150% of cost synergies) ■ Cash EPS neutral for Uni. Credit in ’ 06, positive thereafter ■ Compelling EPS growth, 26% CAGR ’ 05 -’ 07 ■ Target ’ 07 Ro. E of 18% ■ Growing DPS year by year CLEAR GOVERNANCE RULES ■ A friendly transaction with a shared vision regulated by a Business Combination Agreement (BCA) ■ Integrated management team based on “blending of the best”… ■ … with clear accountability to CEO and vis-à-vis Business Plan targets achievement ■ Proven track-record in managing integration ■ Minimisation of execution risk 5

THREE PARALLEL OFFERS HVB Bank Austria BPH Offer Price 1 2 3 4 Based THREE PARALLEL OFFERS HVB Bank Austria BPH Offer Price 1 2 3 4 Based on Uni. Credit share price as of 10 June 2005 for share-for-share offers 6 Premium calculation based on official closing prices of the various stock exchanges as provided by Fact. Set Comparing respective exchange ratios with Uni. Credit closing price on 25 May '05 (the day before the start of significant media speculation) divided by HVB, Bank Austria and BPH respective closing prices on 25 May '05. Exchange ratio €/PLN of 4. 193 as of 25 May 2005 For HVB and Bank Austria offers calculated respectively as: Uni. Credit 3 -month average closing price on 10 June '05 divided by HVB/Bank Austria 3 -month average closing price on 10 June '05, for BPH offer calculated as Uni. Credit 6 month average closing price on 10 June '05 divided by BPH 6 -month average closing price on 10 June '05 5 6 7 8 Based on brokers’ consensus estimates Equal to average share price for the six months preceding the announcement of the Transaction, with the relevant announcement date for purposes of the Austrian offer being 30 May 2005. Price subject to review and approval of the Austrian Takeover Commission Assuming HVB and Bank Austria not tendering their stakes in Bank Austria and BPH of 77. 5% and 71. 2% respectively Exchange rate €/PLN of 4. 027 as of 10 June 2005

THREE PARALLEL OFFERS (CONT’D) ■ Friendly offer. The Board of Directors of Uni. Credit THREE PARALLEL OFFERS (CONT’D) ■ Friendly offer. The Board of Directors of Uni. Credit and the Management Board of HVB, with the consent of HVB Supervisory Board, approved the transaction ■ HVB offer conditional upon minimum acceptance level of 65% ■ Bank Austria and BPH offers not to be consummated prior to the successful completion of HVB offer ■ Intention to list Uni. Credit shares on Frankfurt Stock Exchange and on Warsaw Stock Exchange simultaneously with completion ■ Uni. Credit newly issued shares entitled to receive full 2005 dividend, payable in 2006 ■ Offers subject to regulatory approvals 7

SHAREHOLDER BASE OF THE NEW GROUP Shareholder Base Post Transaction 1 § Well-diversified reference SHAREHOLDER BASE OF THE NEW GROUP Shareholder Base Post Transaction 1 § Well-diversified reference shareholder base § Large free float § The transaction would increase Uni. Credit’s weighting in key domestic and international indices 8 Source: Companies’ data 1 Assuming 100% acceptance of share-for-share offers (HVB, Bank Austria and BPH), excluding shares owned by HVB in Bank Austria and by Bank Austria in BPH respectively

AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful Combination ■ Strong Financial Case ■ Offer Timetable ■ Closing Remarks 9

AT HOME IN THE “HEART OF EUROPE” MORE THAN 28 MILLION CUSTOMERS AND OVER AT HOME IN THE “HEART OF EUROPE” MORE THAN 28 MILLION CUSTOMERS AND OVER 7, 000 BRANCHES WITH BANKING OPERATIONS IN 19 COUNTRIES WITH ROUGHLY 139, 000 EMPLOYEES GERMANY: #2 with 5% market share 1 ■ Customer Loans ■ Customer Deposits ■ Branches ■ Employees (’ 000) ■ Customers € 153 bn € 61 bn 681 26 4. 0 m ITALY: #2 with 10% market share 1 ■ Customer Loans € 122 bn ■ Customer Deposits € 72 bn ■ Branches 3, 137 ■ Employees (’ 000) ■ Customers 40 6. 3 m AUSTRIA: #1 with 18% market share 1 ■ Customer Loans € 51 bn ■ Customer Deposits € 35 bn ■ Branches 405 ■ Employees (’ 000) 12 ■ Customers 1. 8 m CEE: #1 franchise with size 2 x next largest competitor 2 ■ Countries of Presence: 163 ■ Customer Loans € 41 bn ■ Customer Deposits € 47 bn ■ Branches 2, 800 ■ Employees (’ 000)4 ■ Customers Uni. Credit 58 16. 4 m HVB Uni. Credit + HVB 10 Source: Company data as of year end 2004, except Hebros Bank as of 2003 1 Ranking measured in terms of total assets. For market share calculations Uni. Credit and HVB may apply different definitions as far as the underlying data is concerned 2 Including Hebros Bank, Eksimbanka, IMB and Yapi. Banca Ion Tiriac not included. For Yapi included 50% of loans and deposits and 100% of branches and customers. For customer loans, customer deposits, branches, employees and customers data not included for Ukraine and Baltic Countries 3 Including banking activities in Poland, Hungary, Czech R. , Slovakia, Slovenia, Bulgaria, Romania, Croatia, Bosnia Herzegovina, Serbia Montenegro, Turkey, Ukraine, Lithuania, Latvia, Estonia and Russia. Excluding representative offices 4 Including 100% Yapi, excluding Hebros Bank, Eksimbanka, IMB, Ukraine and Baltic Countries

SIGNIFICANTLY ENHANCED AND DIVERSIFIED BUSINESS AND GEOGRAPHIC MIX Loans Split by Geography Uni. Credit SIGNIFICANTLY ENHANCED AND DIVERSIFIED BUSINESS AND GEOGRAPHIC MIX Loans Split by Geography Uni. Credit Ro. W HVB € 262 bn (%) 4 7 8 23 € 140 bn (%) 2 10 1 CEE Euro Zone Austria € 402 bn (%) 3 8 6 15 30 87 58 Italy 38 Germany € 10. 4 bn (%) Revenues Split by Business Uni. Credit + HVB Real Estate Private Banking & AM Capital Markets € 9. 3 bn (%) 5 11 13 € 19. 7 bn (%) 2 6 5 15 29 38 34 42 33 38 11 18 CEE Corporate Retail 11 Source: Company data as of end 2004 Note: Hebros Bank, Eksimbanka, IMB, Yapi and Banca Ion Tiriac not included

UNIQUE PRESENCE IN SOME OF THE WEALTHIEST REGIONS IN EUROPE GERMANY GDP per Capita UNIQUE PRESENCE IN SOME OF THE WEALTHIEST REGIONS IN EUROPE GERMANY GDP per Capita ■ Population of 82. 5 m (21. 6% of EU 15) ■ 22. 7% of EU 15 GDP ■ Exports to Italy and Austria: 12. 6% of Total 1 EU 15 Average 100% AUSTRIA ■ Population of 8. 1 m (2. 1% of EU 15) ■ 2. 4% of EU 15 GDP ■ Exports to Germany and Italy: 44. 0% of Total 1 ITALY ■ Population of 57. 9 m (15. 1% of EU 15) ■ 13. 9% of EU 15 GDP ■ Export to Austria and Germany: 16. 0% of Total 1 HVB: #1 with 390 branches (57% of total HVB German branches) Bank Austria: #1 with c. 400 branches and 18% market share Uni. Credit: 2, 281 branches (73% of total Uni. Credit Italian branches) Aggregate exports and imports of Germany, Austria and Italy to CEE equal respectively to 14% and 15% of total 12 Source: Company data, Istat, Eurostat, Bayerisches Landesamt für Statistik und Datenverarbeitung. Data as of year end 2004 Note: Northern Italy includes: Piemonte, Valle d’Aosta, Lombardia, Trentino Alto-Adige, Veneto, Friuli Venezia-Giulia, Liguria and Emilia Romagna 1 Source: IMF, data as of 30 September 2004

UNDISPUTED LEADER IN FAST GROWING CEE MARKETS Total Assets and Branches 1 Total Assets UNDISPUTED LEADER IN FAST GROWING CEE MARKETS Total Assets and Branches 1 Total Assets (€bn) GDP ’ 04 -’ 07 CAGR 6 Branches Uni. Credit + HVB 2 2, 800 1, 242 794 7 7 7 5 7 735 7 4 916 7 3 692 237 13 1 2 3 Source: Company annual reports, analysts’ presentations and press releases. Data as of year end 2004 Including Yapi (50% of total assets and 100% of branches), Hebros Bank, Eksimbanka and IMB. Banca Ion Tiriac excluded Data for Raiffeisen International 4 5 6 7 Sum of Société Générale’s CEE activities, i. e. KB, BRD, SG Express Bank, SKB Banka, SGYB, Novosadska as of year end 2004 and BSGV as of year end 2003 Sum of Intesa’s CEE activities, i. e. CIB, PBZ, VUB, KMB and Delta Banka Source: EIU GDP CAGR ’ 04 -’ 06 for Bosnia, Serbia & Montenegro, Croatia, Slovenia and Baltic Countries; GDP Growth ’ 04 -’ 05 for Ukraine

HIGHLY COMPLEMENTARY CEE FRANCHISE RESULTING IN 9 TOP 5 POSITIONS PLUS ACCESS TO BALTIC HIGHLY COMPLEMENTARY CEE FRANCHISE RESULTING IN 9 TOP 5 POSITIONS PLUS ACCESS TO BALTIC COUNTRIES AND RUSSIA Market Share % by Total Assets Leader Rank #1 #1 Top 3 #1 #2 #3 Top 5 #4 #4 #5 #4 #7 #7 n. a. c. #10 n. a. 34. 0 24. 3 Uni. Credit 22. 0 HVB 16. 7 11. 51 9. 6 8. 1 8. 82 6. 1 3 4 14 Note: Based on the latest available information; for market share calculations Uni. Credit and HVB may apply different definitions as far as the underlying data are concerned 1 Including 50% of Yapi assets 2 Including Banca Ion Tiriac assets 3 Simple average of market share in Estonia, Latvia and Lithuania 4 5 6 7 Including Estonia, Latvia and Lithuania Source: EIU and Eurostat Including 100% of Yapi branches Uni. Credit and HVB Ukraine and Baltic Countries branches not included in the number of combined group branches

WELL DIVERSIFIED CEE PRESENCE GENERATING OVER € 850 M IN PRETAX INCOME Total Assets WELL DIVERSIFIED CEE PRESENCE GENERATING OVER € 850 M IN PRETAX INCOME Total Assets of the Group in CEE by Geography 1, 2 Pre-Tax Income of the Group in CEE by Geography 1, 2 € 70 bn Note: 1 2004 year end exchange ratio applied for assets. For income statement figures, Uni. Credit applied 2004 year end exchange ratio, HVB annual average exchange ratio Including Yapi (50% of total assets), Hebros Bank, Eksimbanka, IMB. Banca Ion Tiriac excluded. Excluding representative offices € 876 m 5 15 2 3 4 5 Source: 2004 Annual Reports, except from Hebros Bank at year end 2003 Only 50% of assets as proportionally consolidated Excluding Yapi, which in 2004 had a negative pre-tax income Pre-tax income weighted according to shareholding in CEE operations

AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful Combination ■ Strong Financial Case ■ Offer Timetable ■ Closing Remarks 16

BUSINESS FIT ALLOWING FOR SHARING OF BEST PRACTICE Uni. Credit ■ HVB ■ Retail BUSINESS FIT ALLOWING FOR SHARING OF BEST PRACTICE Uni. Credit ■ HVB ■ Retail Banking Multinationals & IB ü ü ü ■ Strong commercial effectiveness Product innovation capabilities, leveraging on product factories Pan-European coverage with clear customer and product focus ü Specialist for structured capital markets oriented financing and risk management solutions ü Leading European credit arranger and distributor Private Banking & Asset Management ü ■ Pioneer, a global player with rigorous investment discipline and quality performance Investment Banking/UBM ü ■ ■ German Corporates ü ü Global Banking Services Strong focus on commission based business ü Undisputed Italian leader in risk management solutions for SMEs Outstanding market position in mid-cap finance Product breadth and innovation 1. Cost management and process redesign skills Uni. Credit + HVB ■ CEE ü Strong local knowledge of individual CEE countries ü Proven delivery of growth and profitability ü Integration track-record from successful combination of various banks in different CEE countries 17

A CUSTOMER CENTRIC GROUP BASED ON WELL DEFINED PILLARS GROUP PILLARS GLOBAL BANKING SERVICES A CUSTOMER CENTRIC GROUP BASED ON WELL DEFINED PILLARS GROUP PILLARS GLOBAL BANKING SERVICES DIVISION AS GROUP EXECUTION MACHINE MULTI-LOCAL APPROACH CLEAR GOVERNANCE INTEGRATION OFFICERS § § § Increased knowledge of customer needs § § Strong control on costs § DIVISIONALISATION BY CLIENT SEGMENT Maintaining the main existing local legal entities (e. g. Hypo. Vereinsbank and Bank Austria Creditanstalt) § § Tailored service models Full management focus and accountability Centralised IT governance Fine tune to the characteristics of each market Leverage on already highly recognised brands § § Detailed BCA, setting the guidelines § Full accountability of Integration Officers, members of Management Committee Strong empowerment of CEO Clear management structure Key role of the Integration Officers to ensure delivery of synergies 18

EFFECTIVE DIVISIONAL BUSINESS MODEL BASED ON CUSTOMER SEGMENTS Holding Divisions Retail Headquarters Milan Corporates EFFECTIVE DIVISIONAL BUSINESS MODEL BASED ON CUSTOMER SEGMENTS Holding Divisions Retail Headquarters Milan Corporates and SMEs Munich Private Banking & AM Milan Multinat. 1, 2 & Investment Banking 2 Munich Global Banking Services 2 CEE Milan Vienna Regional Entities Italy Germany Austria existing legal entity Product factories will belong to one division 19 1 Includes Large Corporate 2 Activities currently performed by different legal entities of Uni. Credit Group

TARGET STRUCTURE WITH MAIN SUBSIDIARIES (ITALY, GERMANY, AUSTRIA AND CEE) DIRECTLY HELD BY UNICREDIT TARGET STRUCTURE WITH MAIN SUBSIDIARIES (ITALY, GERMANY, AUSTRIA AND CEE) DIRECTLY HELD BY UNICREDIT Intermediate Structure Uni. Credit HVB Target Structure Uni. Credit Pekao Other Uni. Credit CEE Uni. Credit c Italy HVB Bank Austria CEE Holding Uni. Credit Italy 78% Pekao + BPH Bank Austria 71% Other HVB CEE BPH It is being considered the possibility to create a CEE Holding 20 Other Uni. Credit CEE + HVB CEE

A UNIFIED MANAGEMENT TEAM WITH CLEAR ACCOUNTABILITY MANAGEMENT COMMITTEE § § New Bo. D A UNIFIED MANAGEMENT TEAM WITH CLEAR ACCOUNTABILITY MANAGEMENT COMMITTEE § § New Bo. D appointed for term of 3 years § § UNICREDIT BOARD OF DIRECTORS (“Bo. D”) Appointed by the Uni. Credit Bo. D with initial members proposed by Uni. Credit and HVB respectively Increased from 20 to 24 Board Members (of which 1/3, including Chairman, HVB proposals) CEO, Alessandro Profumo, in charge of management of combined group Dieter Rampl proposed as Chairman Formed by 11 members ü ü ü CEO: Alessandro Profumo Head of Retail Division: Roberto Nicastro Head of Private Banking and Asset Management Division: Dario Frigerio Head of Corporate/SMEs Division: joint proposal of the CEO and the future Chairman Head of Multinationals/Investment Banking Division: Dr. Stefan Jentzsch Head of CEE Division: Dr. Erich Hampel Head of Global Banking Services Division: Paolo Fiorentino CFO: Ranieri de Marchis CRO: Dr. Michael Kemmer Integration Officer: Andrea Moneta Deputy – Integration Officer: to be proposed by the future Chairman 21

€ 1 BILLION EXPECTED GROSS SYNERGIES Breakdown of Cost Synergies by Source (€m) Expected € 1 BILLION EXPECTED GROSS SYNERGIES Breakdown of Cost Synergies by Source (€m) Expected Gross and Net Synergies (€m) Restructuring charges: § Revenue synergies: 0. 5% of combined 2004 revenues § € 1. 35 bn (c. 150% of pre-tax cost synergies) § Cost synergies: 7. 4% of combined 2004 costs 420 § Fully expensed in ’ 05 P&L 310 IT and Transactional Services Corporate and IBK Retail and Private Banking & AM Workforce Right-sizing 22 1 Net synergies calculated applying a tax rate incorporating fiscal benefits arising from HVB existing tax shield. Not including tax benefit on restructuring charges

ESTIMATED SYNERGIES MORE CONSERVATIVE THAN THOSE ANNOUNCED IN RECENT CROSS-BORDER TRANSACTIONS Synergies Breakdown One-off ESTIMATED SYNERGIES MORE CONSERVATIVE THAN THOSE ANNOUNCED IN RECENT CROSS-BORDER TRANSACTIONS Synergies Breakdown One-off Costs/Synergies n. a. Uni. Credit HVB Cost Synergies/Cost Base 1 Revenue Synergies/Revenue Base 1 Uni. Credit HVB 23 Source: Company analysts’ presentation and press releases, internal analysis 1 Revenues base and cost base of the smaller entity. HVB considered as smaller entity

WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES Area 1 Synergies (2008 E) Main Drivers 100% Total WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES Area 1 Synergies (2008 E) Main Drivers 100% Total Synergies: % Cost % Revenue 24 1 The divisional breakdown is preliminary and subject to possible changes

WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES Area 1 Synergies (2008 E) Main Drivers 100% 65% WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES Area 1 Synergies (2008 E) Main Drivers 100% 65% 40% 35% 60% 91% Total Synergies: % Cost 9% % Revenue 25 1 The divisional breakdown is preliminary and subject to possible changes

FURTHER POTENTIAL BENEFITS NOT INCLUDED IN SYNERGY CALCULATION § Improve product mix towards higher FURTHER POTENTIAL BENEFITS NOT INCLUDED IN SYNERGY CALCULATION § Improve product mix towards higher value-added products for retail customers § Enhanced competitive strength of Pioneer on institutional mandates § Potential revenue synergies on private banking customers § Significant revenue potential arising from more in-depth knowledge of the combined Group’s corporate and SMEs client base resulting in improved tailored client solutions (e. g. foreign trading, lending activities, transactional services) § § Brand awareness/value leveraged through 7, 000 branches in 19 countries Prudent estimate of restructuring charges 26

AMBITIOUS TRANSACTION BUT … … PROVEN MANAGEMENT TRACK RECORD IN INTEGRATION 2002: “S 3 AMBITIOUS TRANSACTION BUT … … PROVEN MANAGEMENT TRACK RECORD IN INTEGRATION 2002: “S 3 Project” n Creation of a single bank out of 7 and spin-off into 3 segmentfocused banks in just one year n Leverage on a single IT platform, centralised back-office and 2001 EPS(€) 2004 +21% 0. 28 0. 34 product factories 2000: Acquisition of Pioneer Total AUM (€bn) 2000 n May 2005 ~113 >140 Integration of investment and research processes into 3 strategic hubs: Milan, Dublin, Boston 1999 -…: development of a leading presence in CEE n n Pekao: net income from € 37 m in ’ 99 to € 335 m in ’ 04 2004 Specialised service models by customer segment n 1999 Know-how transfer through projects and people Ro. E 4. 2% 27 19. 9%

AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful Combination ■ Strong Financial Case ■ Offer Timetable ■ Closing Remarks 28

MAIN FINANCIAL TARGETS 2004 Pro-Forma 2005 E 2007 E 2005 E CAGR ’ 04 MAIN FINANCIAL TARGETS 2004 Pro-Forma 2005 E 2007 E 2005 E CAGR ’ 04 -’ 07 E 2007 E CAGR ’ 05 -’ 07 E Cash EPS neutral in 2006 for Uni. Credit shareholders, positive from 2007 onwards. Significantly accretive for HVB shareholders at the outset Note: Assuming (i) 100% acceptance of 100% share-for-share offers for HVB, Bank Austria and BPH, excluding share owned by HVB in Bank Austria and Bank Austria in BPH respectively; (ii) € 985 m/€ 745 m of pretax/post-tax target synergies (full achievement in 2008), € 1, 350 m pre-tax restructuring charges fully expensed to P&L in 2005. Uni. Credit data pro-forma for the acquisition of Yapi 29 1 2 Calculated as net income of the period/(shareholders’ equity – net income of the period). Shareholders’ equity before dividend distribution Pre-restructuring costs

STRONG CASH GENERATION SUPPORTING CORE TIER I BUILD-UP Capital Ratios Evolution 1 Tier I STRONG CASH GENERATION SUPPORTING CORE TIER I BUILD-UP Capital Ratios Evolution 1 Tier I Ratio 1 6. 2% 7. 0% Multiple Actions Available to Generate Capital n Commitment in the BCA to a short term 7. 5% target Core Tier I of 6. 0% and a long term one of 6. 8% 20 bps n Strong organic capital generation: >50 bps per year from 2006 20 bps Core Tier I Ratio n Capital improvement of c. 20 bps to be 5. 8% achieved through a combination of: 6. 4% ü Issuance of non-dilutive capital instruments ü Disposal of non-strategic assets ü Securitisations RWA (€bn) 433 440 459 Note: Assuming (i) 100% acceptance of 100% share-for-share offers for HVB, Bank Austria and BPH, excluding share owned by HVB in Bank Austria and Bank Austria in BPH respectively; (ii) € 985 m/€ 745 m of pretax/post-tax target synergies (full achievement in 2008), € 1, 350 m pre-tax restructuring charges fully expensed to P&L in 2005 and (iii) assuming HVB’s hybrid capital instruments fully recognised as Tier I. Uni. Credit data pro-forma for the acquisition of Yapi 30 1 Including additional measures already planned

AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful Combination ■ Strong Financial Case ■ Offer Timetable ■ Closing Remarks 31

OFFER TIMETABLE 12 June 14 June/1 July n Announcement of the offers for HVB, OFFER TIMETABLE 12 June 14 June/1 July n Announcement of the offers for HVB, Bank Austria and BPH n Roadshow 27 July n Uni. Credit Extraordinary Shareholders’ Meeting to approve capital increase (First Call) End of August n Publication of offer documents for HVB, Bank Austria and BPH offers (subject to regulatory approvals) Beginning of October n Closing of offer Period in Germany, Austria and Poland (subject to regulatory approvals) 32

AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful AGENDA ■ Strategic Rationale and Transaction Highlights ■ Leading Pan-European Franchise ■ A Powerful Combination ■ Strong Financial Case ■ Offer Timetable ■ Closing Remarks 33

A SHARED VISION SUPPORTED BY SOLID PILLARS § New force in European banking with A SHARED VISION SUPPORTED BY SOLID PILLARS § New force in European banking with focus on the wealthiest and fastest growing areas § Leading presence in three neighbouring home markets (Germany, Austria and Italy) also leveraging on their significant commercial relationships with CEE § Undisputed leader in CEE (more than 2 x the second player) with extensive presence throughout the region § Significant diversification both by business and geography § Strong value creation mostly related to cost synergies, with upside on the revenue side § Limited execution risk due to friendly nature of the transaction, strong empowerment of CEO with clear accountability of top-management and Uni. Credit proven track-record in managing integration 34

INVESTORS AND ANALYSTS: KEY CONTACTS Uni. Credit HVB 35 INVESTORS AND ANALYSTS: KEY CONTACTS Uni. Credit HVB 35

Creating the First Truly European Bank Q&A Milan, 13 June 2005 SUK 000 YK Creating the First Truly European Bank Q&A Milan, 13 June 2005 SUK 000 YK 2. PPT