UniCredito Italiano Group London - October, 8 th 2002 Alessandro Profumo - CEO Merrill Lynch European Banking & Insurance Conference “HIGHER RISK VS. LOWER GROWTH - THE CHALLENGE AHEAD”

2 Agenda Creating value in a volatile world Portfolio strategy for future growth

3 IN THE LAST FOUR YEARS UCI SHOWED EXCELLENT GROWTH DESPITE MACROECONOMIC AND FINANCIAL MARKETS DISCONTINUITIES... (2) Annualised data UCI EPS evolution H02 (2) /1H02 (2) EPS CAGR: +29.7% IVQ'97 IIQ'98 IVQ'98 IIQ'99 IVQ'99 IIQ'00 IVQ'00 IIQ'01 IVQ'01 IIQ'02 Italian GDP growth MSCI WORLD Euribor 1M Market indexes and macroeconomic indicators (1) (BASE: IVQ’97=100) 1 st Discontinuity: IIQ’00 - Macroeconomic growth slowdown 2 nd Discontinuity: 11 th September 2001 (1) Source: Datastream for MSCI World Index; ISTAT for Italian GDP growth; BCE for EURIBOR 1M

4 … WHICH IMPACTED OUR COST OF CAPITAL... (1) Calculated as the annualised cost of a 5 year Call Option on UCI, with strike-price in line with the 5 year forward-price of UCI (2) Credit spread paid by UCI on a 5 year senior debt (3) Fixed Rate on 5 year Euro IRS UCI CoE Term Debt Risk Premium (1) 4.48% 4.30% 8.95% 5.10% 3.51% 8.79% -62 bp +16 bp +79 bp 0.18% 0.17% Risk-free Rate (3) UCI Credit Spread (2) -1 bp UCI increased its Risk Premium to reflect the higher uncertainty and volatility of equity markets On the other side, UCI benefited from the decrease of risk-free rates and from its increased capital ratios, resulting in a reduction of the credit spread TIER I Target 7.5%

5 AS A RESULT, IN 2002 S&P RAISED OUR LONG TERM RATING TO AA- (FROM A+) ON JULY 3 RD AND MOODY’S PUT UCI UNDER OBSERVATION FOR A POSSIBLE UPGRADE (PRESENT RATING Aa3)... BUT DID NOT AFFECT OUR CAPABILITY TO CREATE VALUE EVEN AFTER A SIGNIFICANT STRENGTHENING OF OUR CAPITAL BASE CAPITAL ABSORPTION VALUE CREATION 7,489 Group total (at 06/02) 418 Adj NET INCOME 770 RARORAC % 11.2 (5) BIS standard MARGINAL RARORAC % 14.2 (Euro mln) NOPAT (1) (a) Risk taken (2) (b) Shareholder’s value added (c) =(a)-COE (3) Value added per unit of risk taken (c)/(b) (2) Minimum regulatory capital, market risks, credit risks and operational risks (3) The Cost of Equity is related to the capital employed (4) FED standard % TIER I Ratio (5) Total Capital Ratio (4) 6.25% 6.79% 10.96% 1H % 7.55% +54 bp +76 bp +239 bp +73 bp UCI Solvency Ratios (6) Spread vs Swap on UCI Lower TIER II /2011, 6% Fixed Rate, Bullet (taken as an example) (1) Consolidated Net Income (Euro 849 mln) - Net Extraordinary Income after tax (Euro 79 mln)

6 1H02/Avg ‘00 Growth: % 72.7% 4.0% 5.5% 17.4% 71.6% 4.7% 9.0% 14.5% REVENUE COMPOSITION BY BUSINESS AREA (Net of infra-Group dividends and of Corporate Centre & Elisions negative contribution) DIVERSIFICATION OF REVENUES BY BUSINESS AND BY GEOGRAPHY IS A KEY SUCCESS FACTOR TO ENSURE GROWTH AND MANAGE THE RISK PROFILE 1H Avg 4,658 Italian Banking Investment Banking Asset Management New Europe Banking New Initiatives 78.8% 2.7% 4.8% 13.7% 73.7% 5.3% 6.0% 15.0% 2H01 1H02 0.4% 0.2% Euro mln 5,272 5,361 5,341

7 Agenda Creating value in a volatile world Portfolio strategy for future growth

8 VALUE CREATION POTENTIAL Natural owner - + RELATIVE CAPACITY TO EXTRACT VALUE Cannot add value - + Can add value Non natural owner Relative/absolute market share Historical track record of returns Synergies among businesses IDENTIFY DEGREE OF NATURAL OWNERSHIP OF EACH BU IN ITS RELEVANT MARKET UNDERSTAND CURRENT AND POTENTIAL VALUE CREATION FROM EACH BU Value creation of current operations Value creation of new investments/options COMPARISON CRITERIA UCI DIVERSIFIED IN THE RIGHT BUSINESSES AND GEOGRAPHIES, BUT THERE IS STILL A SIGNIFICANT POTENTIAL TO BE EXPLOITED Corporate Retail New Europe Asset Gathering Asset Management Private Banking Consumer Finance UBM Push growth limits/ allocate additiona l resources Do not invest further and/or free up capital allocate d Leverage on synergies and or acquire capabilities of best owner Divest and/or use assets in M&A Aggressive and proactive divestiture Capture value and divest = Euro 250 mln revenues

9 S3 IS OUR ANSWER TO THE DOMESTIC COMPETITIVE ARENA AND WILL EXPLOIT ALL THE POTENTIAL IN EACH MARKET SEGMENT PRIVATE BANK RETAIL BANK CORPORATE BANK FROM 7 BANKS TO THE 3 NEW SEGMENT BANKS

10 Retail VALUE CREATION OPPORTUNITY Italy is one of the most attractive markets in Europe thanks to product-mix and expected volume growth The pension system reform is a discontinuity which could have a significant impact on profitability and volume growth BEST OWNERSHIP/SYNERGIES UCI has a performance leadership as for efficiency and profitability and a superior track-record over the last 5 years UCI results have been achieved on the existing customer base, while customer acquisition has not been pushed Retail Banking is a strong platform to develop specialized businesses with higher multiple (Consumer Finance and Asset Management) Potential for cross border synergies in product factories and cross fertilization of products/business models ITALIAN INDUSTRY: 2001 RARORAC: 14% REVENUE GROWTH: 6.7% High potential Low potential Value creation potential Non-natural owner Can add value Cannot add value Natural owner RETAIL IS ONE OF THE MOST ATTRACTIVE BUSINESSES IN ITALY...

11... AND OUR NEW RETAIL BANK IS READY TO EXPLOIT ALL THE VALUE CREATION POTENTIAL THROUGH SCALE AND SPECIALISED SERVICE MODELS... 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 Based in Bologna UCI RETAIL BANK Single “umbrella” brand + regional brands for distribution Quick and efficient distribution of innovative products /services specialised by segment: KEY SUCCESS FACTORS MASS MARKET: multi-channel offer of standardised products, improved customer mix, better cross-selling and up-selling AFFLUENT: increased share of wallet, improved customer mix, attraction of new customers, increased profitability through better asset mix SMALL BUSINESS: improved customer mix, lower churn rate, increased share of wallet also thanks to dedicated consultancy for family’s savings

12 1H01 1H02 1,959 2,015 1,023 1,028 Total Revenues Interest Income +2.9% Non interest income +5.4% (Euro mln) 1H01 1H02 UNICREDIT BANCA * RETAIL (Mass market + Affluent + Small Business) * former 7 banks +0.5%... AS THE GOOD RESULTS OBTAINED IN 1H02 CLEARLY SHOW Focus on medium/long term loans Further penetration of package accounts in mass market and small business segments Commissions/total revenues: 46.8% Excellent contribution of Capital Guaranteed products, pushing net sales of Life Insurance products and Segregated Accounts

13 High potential Low potential Value creation potential Non-natural owner Can add value Cannot add value Natural owner Corporate Banking is a growing business in Italy as well as in the other European countries but it is a low value-added industry, with profitability lower than cost of capital Basle II is an important discontinuity which could significantly reshape the industry and improve its profitability UCI has a clear leadership position and managed to create value in a value destroying industry also thanks to the skills developed in corporate derivatives and other high value products Corporate banking is a powerful platform to generate synergies with Private Banking and Investment Banking Potential for cross border synergies in core Europe for service model and product offering Corporate ITALIAN INDUSTRY: 2001 RARORAC: -7% REVENUE GROWTH: 6.9% VALUE CREATION OPPORTUNITY BEST OWNERSHIP/SYNERGIES CORPORATE BANKING IS A FAST GROWING BUT LOW VALUE-ADDED BUSINESS ALL ACROSS EUROPE...

14 DISTRIBUTION CHANNEL: 250 branches + direct channels 4,000 employees ~1,300 relationship managers Based in Verona UCI CORPORATE BANK One single national brand Broad offer to cover the full range of customer needs (strategic developments, financial structure, operations) High quality of credit analysis tools (customer risk measurement, risk-adjusted profitability and capital absorption) Excellence in customers management supported by advanced IT platform and systematic monitoring of customer satisfaction KEY SUCCESS FACTORS 2001 RARORAC: +5.6% (from 0.5% in 2000)... WHILE UCI IS ALREADY ABLE TO CREATE VALUE AND WILL STRENGTHEN ITS COMPETITIVE ADVANTAGE THROUGH THE NEW CORPORATE BANK... Improve customer mix, and become the leading bank for targeted customers with specific risk/return profile

Avg. Loans 1H01 Selective reduction Avg. Loans 1H02 New loans (Euro bn) % 1H011H02 TOTAL REVENUES UNICREDIT BANCA * CORPORATE * former 7 banks... STARTING FROM THE GOOD RESULTS OF LAST YEARS, FULLY CONFIRMED IN 1H02 Commissions/total revenues: 37.7% Focus on risk adjusted pricing policies AVERAGE LENDING VOLUMES Good volumes growth even after a selective reduction of less profitable assets (lower exposure to financial companies) Excellent sales of corporate derivatives, pushing growth in commissions

16 The most attractive industry in Italy, with the single highest RARORAC combined with strong revenue growth Domestic market is fragmented and underserved (mainly via undifferentiated commercial banking approach) Low intensity of real competition by domestic and international players UCI could enjoy a significant first mover advantage and transform the dimensional leadership into strategic leadership Strong synergies with Asset Management and Corporate Banking Potential for cross border partnerships to exploit growth opportunities ITALIAN INDUSTRY: 2001 RARORAC: 51% REV. GROWTH: 10.4% Private Banking High potential Low potential Value creation potential Non-natural owner Can add value Cannot add value Natural owner VALUE CREATION OPPORTUNITY BEST OWNERSHIP/SYNERGIES PRIVATE BANKING SHOWS THE HIGHEST RARORAC AND AN ATTRACTIVE REVENUE GROWTH DESPITE SHORT TERM DIFFICULTIES...

17... AND UCI PRIVATE BANK WILL BE THE BIGGEST AND BEST POSITIONED SPECIALISED PLAYER IN THE ITALIAN MARKET DISTRIBUTION CHANNEL: 150 branches + direct channels 1,600 employees 750 relationship managers Based in Turin One single national brand Focus on consultancy and long term customer relationship built on innovative products and efficient service Ability to grow market share in high value services and “share of wallet” Consolidation of leadership in Italian high net worth individuals segment UCI PRIVATE BANK KEY SUCCESS FACTORS International presence to take advantage of fiscal benefits for customers

18 Attractive but volatile (especially in the short term) growth, strong increasing RARORAC Value concentrated in few countries: Poland, Hungary, Czech, Turkey, Croatia Second wave of consolidation likely to happen also due to marginal presence of some foreign players EU Convergence can improve value further UCI has the largest position in the region and the best performance in terms of efficiency and profitability Cross fertilization of business models and product offering already effective New Europe platform can be leveraged for specialized businesses and product factory integration Long term option for cross-country integration (e.g. IT/OPS) NEW EUROPE: 2001 RARORAC: 6.3% REVENUE GROWTH: 9.4% New Europe High potential Low potential Value creation potential Non-natural owner Can add value Cannot add value Natural owner VALUE CREATION OPPORTUNITY BEST OWNERSHIP/SYNERGIES NEW EUROPE IS OUR SECOND HOME MARKET...

19... WHERE EU CONVERGENCE WILL REDUCE RISK AND BOOST PROFITABILITY New Europe should approach the average of 3 least developed EU countries (Portugal, Greece and Spain) by 2020… … WITH TWO DECADES OF GROWTH RATES 2%/3% HIGHER THAN EU LEVELS ESTIMATED TIME FOR CONVERGENCE TO EU PER CAPITA GDP IN PPP Note: Consensus on average years to convergence forecasted by different growth models (Barro model and Levine- Renelt model in Fisher et al (1998) and EU commission convergence model (2001). EU standards are based upon per capita GDP of the three low income EU members, Portugal, Spain and Greece, with convergence income representing 75% of EU’s per capita GDP. Results of different models are similar, with the exception of Slovenia, where the EU Commission forecasts 1 year to convergence Y Y 22 Y Y CR, SLOVE EST, SLOVA, HUN LAT BUL, LITH, ROM PL, POLANDSLOVAKIACROATIABULGARIA Current spread vs. Euro-Bonds (1), b.p Real GDP growth forecast (01-05 % CAGR) Inflation rate (02-05 avg.), % (1) Spread over Eurobond is based upon SUEMI: Sole24Ore UBM Emerging Market Index, for Euro-denominated high-yield benchmark

Total Assets Euro bln, 31/12/2001 Total net profit Euro mln, 31/12/ (3) UCI (2) HVB KBC ERSTE (4) SG INTESABCI (1) Considering 100% of total assets / profit for controlled Companies (stake > 50%) and share owned for non controlled companies (2) Including Koç FS and Zivnostenka (3) Our preliminary estimate (4) Excluding Rijeka Banka Source: Bankscope Pro quota Controlled (1) UCI IS ALREADY A LEADER IN THE REGION...

21... AND LEVERAGES ON CROSS FERTILISATION TO IMPROVE PROFITABILITY AND ON GEOGRAPHICAL DIVERSIFICATION TO MANAGE COUNTRY RISK 1H02 NEW EUROPE BANKING TOT. ASSETS Euro 24.3 bn GROUP PEKAO 66.7% Total Division (2) ROE, % UniBanka Group Pekao Bulbank C/I Ratio, % C/I Ratio – p.p. Ch. on 1H (3) -5.4 (3) Zagrebacka Group (2) (3) -1.9 (3) 13.4 UNIBANKA 3.0% ZAGREBACKA 24.8% BULBANK 5.5% Revenues – % y/y growth (1) (3) (3) Net Operat. Inc. % y/y growth (1) (3) (3) (1) At Unchanged FX (2) Including extraordinary items for Pliva shares disposal and revaluation of replacement bonds (16.6 mln Euro) Italian Accounting Standards (3) Excluding Zaba’s dividends and Income from equity inv. valued at net equity

22 THE DIFFERENT BUSINESS OPTIONS LEAD TO FOUR KEY STRATEGIC THRUSTS AIMED AT MAXIMIZING VALUE CREATION POTENTIAL AND INTRAGROUP SYNERGIES = Euro 250 mln revenues STRATEGIC THRUST Invest to strengthen the leadership in core Retail Banking Create a long term option in Consumer Finance leveraging on captive businesses and selective M&A to gain leadership in domestic markets Complete restructuring processes underway and further strengthen positioning in New Europe in the second wave of the consolidation process Combine Private Banking, Asset Gathering and Asset Management into Wealth Management in order to maximize synergies Consolidate relationships with Italian corporates through high levels of efficiency and quality Become the leading partner for target customers *Including T-Lab **Including Corporate Bank, UniCredit Factoring, Banca Mediocredito and Leasing Corporate** New Europe Asset Gathering Asset Management Private Banking Consumer Finance UBM Retail* High potential Low potential Value creation potential Can add value Cannot add value Natural ownerNon-natural owner Relative capacity to extract value

23 ACCORDINGLY, THE NEW ORGANIZATIONAL STRUCTURE HAS BEEN DESIGNED TO EXPLOIT ALL THE EXISTING BUSINESS POTENTIAL AND TO DRIVE FUTURE GROWTH UCI Retail Bank Clarima (1) Adalya (2) TradingLab New Europe Banks Retail division Corporate division Private & AM division New Europe division Corporate New Europe Asset Gathering Asset Management Private Banking Consumer Finance UBM Retail UBM Corporate bank BMC (3 ) Locat (4) Private bank Pioneer Xelion (1) Consumer Finance (2) Retail mortgages (3) M/l term corporate financing (4) Leasing