1. Investor Day – Bologna, 13 th June 2003 CORPORATE DIVISION 2003-2006 STRATEGIC PLAN Pietro Modiano Head of Corporate Division

2. 2 Executive summary The Corporate Division UniCredit Banca d’Impresa (UBI) UniCredit Banca Mobiliare (UBM) Conclusions AGENDA

3. 3 EXECUTIVE SUMMARY Consider able growth potential for the Corporat e Division The Corporate Division: a network of specialised banks UniCredit Banca d’Impresa (UBI): fully dedicated to Corporates, Small and Medium Enterprises UBI: high potential for low cost and low risk growth thanks to large client coverage, but low share of wallet A new organisational structure to take advantage of the interaction between lending and commission revenues Risk control systems based on the full implementation of the Basel II guidelines UBM’s new challenge: to extend Corporate Finance value added products and services to Small and Medium Enterprises

4. 4 Executive Summary The Corporate Division UniCredit Banca d’Impresa (UBI) UniCredit Banca Mobiliare (UBM) Conclusions AGENDA

5. 5 THE CORPORATE DIVISION’S IDENTITY CARD: KEY PLAYERS… The Investment Bank: derivatives, investment banking, relationship with large groups The Corporate Bank: the focal point of the system Project financing and acquisition finance expertise. Specialised in mid-term lending The leader in the leasing market in Italy Corporate Division

6. 6 …AND KEY FIGURES (Euro mln) C/I Other companies Number of employees 5,866 Revenues Net Income Loans 1,72358540,95429.1% 586239-28.1% 175418,57630.4% 16271,995- 88155,32250.6% TOTAL Divisional ROE 19.4% Divisional RARORAC 11.1% 2,73488756,84632.6% 2002 data Foreign Branches’ loans (Euro mln) 4,081

7. 7 Executive Summary The Corporate Division UniCredit Banca d’Impresa (UBI) UniCredit Banca Mobiliare (UBM) Conclusions AGENDA

8. 8 UBI: THE FOCAL POINT OF THE CORPORATE DIVISION (Euro mln) Revenues Loans 4,990 92 Largest 42 groups Other Corporates: turnover > 50 mln Euro SMEs Public sector and others Total 21,489 210 1,119 5,174 39,103 (*) 168 1,589(**) 7,450 UBI is the bank dedicated to Corporates, Small and Medium Enterprises UBI has relationships with all the Division’s customers 72% of the Corporate Division lending is concentrated in UBI. Of this, 55% goes to SMEs 2002 data Source: UBI calculations on internal data, using Italian Credit Bureau definitions (*) To ensure comparability with the banking system data, the data reported are from the Credit Bureau (**) Excluding free capital and other income

9. 9 A SIGNIFICANT POTENTIAL FOR GROWTH Low share of wallet (*) : the high degree of client coverage is counterbalanced by a limited share of wallet High degree of client coverage (*) : almost full client coverage in historical areas. Room for the acquisition of new clients in selected, rich, areas Room for rationalisation of the client base: large number of clients, with unexploited potential, high concentration of revenues, low risk profile (*) Client coverage refers to the number of UBI clients with outstanding loans, according to Italian Credit Bureau, relative to an estimate of the total number of corporate enterprises. Share of wallet refers to the ratio between the amount of UBI outstanding loans and the banking system outstanding loans on the same customers.

10. 10 UBI core customers (non financial enterprises with a turnover of at least 1.5 mln Euro) are around 55,000 and represent 46,6% of the total corporate market Out of these: around 40,000 have outstanding loans As regards non financial enterprises: Room for rationalisation: a) client base A BANK WITH A VERY LARGE NUMBER OF CLIENTS (COVERING ALMOST 50% OF THE TOTAL NON-FINANCIAL ENTERPRISE SECTOR )… Source: UBI calculations on internal data (*) UBI active clients are those who have generated, as of December 2002, total revenues of at least 500 Euro. UBI total client base: 54.657 (75,6% of system total loans) UBI active clients (*): 45.433 (83,1% UBI total client base ) UBI clients with outstanding loans: 40.095 (88,3% UBI active clients) Good customer mix: the bank’s clients have larger loan exposure than the system’s average

11. 11 The top 10% of UBI core customers generates: over 60% of total outstanding loans over 50% of UBI’s total revenues over 50% of commission margins (net of derivatives) The top 10% is fairly well distributed among large, medium and small enterprises I Decile 52.4% Total revenues (%) Outstanding loans (%) 63.7% Number of clients 5,466 II Quartile I Quartile III Quartile Total IV Quartile 75.1% 17.7% 6.7% 0.6% 100% 81.9% 12.9% 4.3% 0.9% 100% 13,664 54,657 13,664 Source: UBI calculations on internal data Room for rationalisation: b) revenues concentration …A HIGHLY CONCENTRATED REVENUE STREAM

12. 12 The total amount of loans of UBI customers, either with UBI or with other banks, represents 75% of total loans In historical areas the lending coverage increases to around 90% Room for further growth in coverage remains in some rich areas, such as Lombardy, and in some provinces in the North East UBI Core Clients Total market Client coverage Lending coverage (*) Lombardy Southern Italy 10,020 5,641 …except in Lombardy… …except in the South 34,68828.9% Total 54,657117,32146.6%75.6% 66.4% 15,77235.8%57.7% (*) Lending coverage refers to the amount of total outstanding loans of UBI customers (both towards UBI and other banks) relative to the total stock of outstanding loans on the corporate market. Source: UBI calculations on internal data and Credit Bureau data High degree of client coverage UBI’S CORE CUSTOMER BASE REPRESENTS OVER 75% OF THE BANKING SYSTEM’S TOTAL OUSTANDING LOANS…

13. 13 UBI’s share of wallet is 5.5% in large groups and 11.2% in Corporates and SMEs This is a reflection of Italy’s well-known phenomenon of multiple banking counterparties, especially among large enterprises Largest 42 groups Total non-financial enterprises (with largest 42 groups) Other Corporates: turnover > 50 mln Euro Share of wallet 10.2% 5.5% 8.4% Total non-financial enterprises (without largest 42 groups) 11.2% Source: UBI calculations on internal data, using Italian Credit Bureau definitions Share of wallet …WITH A 10.2% SHARE OF WALLET IN LENDING…

14. 14 The weighted average of ratings (weighted by total loans), computed on Italy’s Centrale dei Bilanci rating scale, is 4.9 for UBI versus 5.1 estimated for the system UBI appears to be under-represented in the higher-risk classes Source: UBI estimates on Centrale dei Bilanci data 0% 5% 10% 15% 20% 25% 123456789 Banking system (weighted average of ratings: 5.1) UBI (weighted average of ratings: 4.9) …AND A BETTER RISK PROFILE THAN THE SYSTEM

15. 15 GREAT OPPORTUNITY FOR LOW COST AND LOW RISK GROWTH UBI has a unique opportunity to increase its market share at low costs, maintaining a low risk profile for its portfolio This can be achieved through an increase in the share of wallet of a selection of existing customers and through a limited increase in the number of clients in selected areas Source: UBI calculations on internal data and Credit Bureau data 10.2% avg. share of wallet on core non-financial customers HIGH SHARE OF WALLET (>11%) MEDIUM SHARE OF WALLET (9-11%) LOW SHARE OF WALLET (<9%) LOW CLIENT COVERAGE (<30%) MEDIUM CLIENT COVERAGE (30-55%) HIGH CLIENT COVERAGE (>55%) TRENTINO AA FRIULI VG VENETO EMILIA R TOSCANA PUGLIA SARDEGNA PIEMONTE V. AOSTA MARCHE MOLISE LOMBARDIA UMBRIA CAMPANIA BASILICATA SICILIA LIGURIA LAZIO ABRUZZO CALABRIA

16. 16 A new organisational structure designed to: provide relationship managers with standardised products for all customers for a growing number of selected clients, develop a full range of high- value added products and services, to acquire the role of main relationship bank, so as to maximise the interaction between interest and commission revenues and maintain a premium price in loans… … under the constraint of unchanged risk exposure. Risk control will be based on full implementation of Basel II guidelines Significant expansion in lending to SMEs through: increased share of wallet in existing customer base increased client coverage in selected regions/provinces Stability in lending to large groups, exploiting selected opportunities MAIN OBJECTIVES: LENDING VOLUME EXPANSION THROUGH AN INCREASE IN THE SHARE OF WALLET IN EXISTING CUSTOMERS TO LEVERAGE THE INTERACTION BETWEEN LENDING AND COMMISSION REVENUES

17. 17 Source: UBI calculations on internal data and Italian Credit Bureau 47.7% 30.0% 10.7% A STATISTICAL RELATION BETWEEN UBI SHARE OF WALLET IN LENDING AND UBI TOTAL REVENUES UBI Total Revenues/ System Lending UBI customers % in each share of wallet range Share of wallet in lending The share of wallet which maximises the revenues is around 14% (relative to today’s 10%)

18. 18 Light, localised, specialised The local relationship manager maintains a central role Based on the interaction between relationship manager and product specialist The product specialists are part of four ‘product factories’ Client needs are analysed through a complex ‘Corporate Financial Planning’ system, highly quantitative, currently being piloted on a number of branches Source: UBI internal data A NEW ORGANISATIONAL STRUCTURE: EFFECTIVE INTERACTION BETWEEN RELATIONSHIP MANAGERS AND PRODUCT SPECIALISTS… Corporate Finance Derivatives Foreign services Transaction services Total Relationship managers 14 64 22 108 208 887 Product specialists

19. 19 Derivatives  Acquisition of new customers through the development of new financial risk management solutions  Consolidation of current customer base Customers’ increase: from 13,600 to around 20,000 Foreign services  Share of wallet increase in enterprises with significant foreign business relations  Synergies with the New Europe Banks Commissions’ CAGR: 16.6% Corporate finance  Market share growth in an area where global houses are currently in a leading position  Delivery of value-added products, traditionally reserved to large corporates, to SMEs Generation of 4 bn loans Transaction services Increase in product range, customer base and transaction flows Customers: up 14% Transaction flows: up 39% Actions Product Factories Three-year plan target …LEADING TO EXCELLENCE IN VALUE-ADDED PRODUCTS DESIGNED BY UBI ‘PRODUCT FACTORIES’…

20. 20 The Centre of the Division Project Financing Corporate Finance The Retail Bank The Leasing Co. of the Group New Europe Banks and International Network...AND BY A NUMBER OF SPECIALISED COMPANIES, FULLY EXPLOITING THE DIVISION AND GROUP SYNERGIES

21. 21 UBI intends to strengthen the existing methodologies for credit risk analysis – including the introduction of the main features of the Basel II model - by the end of 2003 The risk analysis models will become an essential evaluation system also at the commercial level in order to optimise, for each counterparty, the interaction between the amount of lending, the interest rate applied and the commission margins generated Loan loss provisions will be computed on a forward looking basis through the analysis of each single counterparty evaluated according to the Group’s internal rating model Calculation of loan loss provisions are based on a probability of default which, after a slight deterioration for cyclical reasons in 2003, is expected to improve to 1.32%, by the end of the period. The LGD is assumed to be around 45% RISK CONTROL BASED ON FULL IMPLEMENTATION OF BASEL II GUIDELINES System PD data (estimated on the basis of the decaying rates – tassi di decadimento Banca d’Italia –) are adjusted by a scale factor to ensure comparability with UBI internal data, which include all doubtful loans and not just NPLs. Source: UBI preliminary estimations on internal data and Bank of Italy data 0.0 0.5 1.0 1.5 2.0 2.5 20022006 System average PDUBI average PD 1,94 1,58 1,93 1,32

22. 22 In 2003 the successful interaction between relationship managers and product specialists will lead to an increase in : Derivatives revenues: +31% Foreign Transactions revenues: +12% Progress in credit risk modelling UBI TARGETS (Euro mln) 2002 Net interest income Net non interest income Total revenues Operating income Cost Income RATIO, % Loans Cagr 02-06 39,103(*)9.7% 1,160 562 8.7% 10.7% 1,7239.4% 1,22210.8% 29.1%25.2%(**) 3 yrs targets Longer- term targets Lending coverage Share of wallet Net non interest income/ net interest income Average rating (CeBi) stable 15% ~80% stable From 11% to 13% From 76% to 81% From 49% to 53% ~60% Source: UBI estimates on internal data (*) To ensure comparability with the banking system data, the data reported are from the Credit Bureau (**) End of period figure

23. 23 Executive Summary The Corporate Division UniCredit Banca d’Impresa (UBI) UniCredit Banca Mobiliare (UBM) Conclusions AGENDA

24. 24 UBM: THE INVESTMENT BANK OF THE GROUP The Risk Average daily VaR (99% confidence level, 1-day holding period) below €4 mln over the last two years The Role in the Division UBM is the product factory and risk taking unit for corporate derivatives sold by UBI network UBM brings skills and expertise in investment banking to UBI clients Total Revenues Cost / Income Net Income 2002 586 28.1% 239 The History Conceived in 1997 A Division of Credito Italiano Finance in 1998 Born officially as a bank on 1 January 2000 Appointed in 2001 to manage the relationship with large corporate customers %ch. 02/01 44% -600 bp 66% (Euro mln)

25. 25 FOCUS ON RISK CONTROL UBM Daily VAR and P&L (Jan. 2002 - Apr. 2003) Market Risk: Development of proprietary pricing models with increasing degree of complexity and sophistication Deployment of an enterprise-wide parallel computing and skew/smile pricing Daily back-testing, stress tests and crash tests Daily monitoring of VaR figures at all relevant levels (single position, portfolio, desk, area, firm) Counterparty Risk: Exposure to large, institutional players Daily Risk Measurement through Counterparty’s Portfolio Analysis Measurement methods take full advantage of market risk techniques Use of credit risk mitigation tools (netting and collateral agreements)

26. 26 ORGANIZATIONAL CHART: THE TWO MAIN LINES OF BUSINESS UBM Financial Products Sales and Trading Investment Banking Derivative Products FX and Treasury Bond Trading and Sales Equity Brokerage Structured Finance and Syndication Debt Orig. and Securitization M&A Equity Capital Markets Successful business model: innovative, complex and sophisticated offer of financial products (i. e.: derivatives) to mid-sized clients core skills in hedging and trading excellence in managing financial and operational risks industrial approach: high volumes, “slim” structures UBM’s direct relationship with Italy’s 42 largest industrial groups, providing advisory and services in the area of Corporate Finance Joint activity of UBM and UBI to offer the same services to mid-sized corporate clients Loans are always booked in UBI

27. 27 THE BUSINESS SYSTEM IN FINANCIAL PRODUCT SALES AND TRADING Understand potential customer needs (market intelligence) Transform needs and ideas into products, check compliance and systems (New Product Committee) Implement the operational processes (software modules for pricing, hedging and risk management, accounting and regulatory reporting) Train UBI and the Group’s sales force Design phase Roll out of business and operational processes Apply risk management Refine and improve the process Deployment Daily quality control Systematic portfolio measurement and assessment Pro-active management of customer portfolio liabilities After sales support

28. 28 UBI AND UBM WORKING TOGETHER ON CORPORATE FINANCE UBI: understanding of needs, day to day relationship management source of market intelligence, scouting and prospecting on the large scale lending and other financing services when needed UBM: core skills, specialized teams, experience coming from its activity for Large Corporate clients structuring and executing agent bank for the more complex structures THE MECHANICS OF COOPERATION

29. 29 STRATEGIC PLAN IS A MIX OF CONSOLIDATION, GROWTH AND EXPORT OF THE BUSINESS MODEL TO OTHER EUROPEAN COUNTRIES Investment Banking Large Corporate: Growth based on products and services with higher added value: M&A, Structured Finance, Advisory Slight increase of market share in debt origination, especially through securitization Medium Corporate: Significant increase in Corporate Finance products and services, originally tailored to large corporate clients, mainly due to UBM/UBI synergies Build focused products: analyse customers by size, sector and location Financial Products Sales and Trading Consolidation of UBM position on domestic primary and secondary markets International growth: export UBM business model to other European countries, building JV companies with local partners IKB-UBM already established (German market) two more start-ups likely to come in the next three years Total Revenues 2002 58612.6% Cost / Income 27.9%* 28.1% Operating Income 42212.7% Cagr 02-06 (*) End of period figure (Euro mln)

30. 30 Executive Summary The Corporate Division UniCredit Banca d’Impresa - UBI UniCredit Banca Mobiliare - UBM Conclusions AGENDA

31. 31 THE CORPORATE DIVISION: TARGETS (*) End of period figure (Euro mln) 2002 Cagr 02-06 Loans Total Revenues Operating Income Cost Income RATIO, % RARORAC, % Economic Capital Expansion through share of wallet increase Leveraging on cross- selling opportunities and synergies within the Division High returns, low costs relative to sector peers 56,846 2,734 1,842 32.6% 11.1% 4,567 9.0% 9.9% 11.5% 28.7%(*) 11.6%(*) 9.0%