1. DZ BANK presentation.pdf

8/17/2019 1. DZ BANK presentation.pdf

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Merger of DZ BANK / WGZ BANK

CIBP Executive CommitteeRome, 15. April 2016

Frank Westhoff


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Merger of DZ BANK and WGZ BANK – Further

development of the cooperative superstructure

Continuing development of processes and structures –

network-oriented, transparent and efficient

Pooling of strategic competence

Bundling of operative strength

Realization of revenue and cost synergies

More efficient allocation of available resources


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The merger is the coherent completion of a decade-long

consolidation process

120161990

412

1972

20

1949

52

1903 2001

2

number of central institutions


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Düsseldorf

Koblenz

Münster

• Continuation of the established regional

support structures, es-

pecially in corporate

banking

• Improved local support for the cooperative

banks through sales specialists of the united

central institution

We will continue to focus the united central institution

towards the primary banks

Regional bank support by

DZ BANK AG and WGZ BANK AG

Offering tailored towards

cooperative banks

• Support of cooperative banks through

subsidiary offerings for private and

corporate banking

• Development of services offered by thecentral institution; especially in Capital

Markets and Transaction Banking

• United and comprehensive support of

primary banks under the established

national brand "DZ BANK. Die Initiativbank"Locations and sales regionsin Corporate Banking


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Synergy potential of at least €100m p.a.

Revenue synergies

• Broadening of client base through

increased client recognition

• Increase in cross-selling potential through

complementary products and service

offering

Cost synergies

• Bundling and standardization of

structures and processes

Avoidance of duplicate in frast ructures

• Integration into a common IT and

process platform

• Investments to meet regulatory

requirements only required once

The merger improves the company value and strengthens

the capital base

Significant strengthening of capital base

by mid-triple-digit millions

Optimization of ownership structure

• Conversion of WGZ BANK's minority

stakes into majority stakes will result in

the elimination of capital deductions

• Combined stakes of the newly

established entity strengthen the

regulatory capital base


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Bundling of functions related to corporate

strategy and steering in a single entity, which

only covers a limited number of tasks related

to the cooperative network (Holding)

Business activities of previous central

institutions will be bundled in a separate unit

and organizationally located on a level with

other specialized service providers

A central Advisory Council with

representatives of the primary banks will beestablished at the governance level next to

the Supervisory Board in order to ensure

adequate participation in strategic decisions

by the DZ BANK Group

Holding

Strategy and Steering functions

of the DZ BANK Group

Specialized Service Providers

Governance/Panels

Supervisory Board and Advisory Council

The merger of the central institutions prepares for the

implementation of a holding structure

New governance Goals of the holding model

Central

institution /

corporate

bank

Bausparkasse

Schwäbisch

Hall

R+V

Versicherung

Union

Investment

...

further

specialized

service

providers


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Financial key figures of the joint central institution

Key figures of the joint central institution1

Total Assets approx. € 500bn Profit before taxes € 1.8bn – 2.1bn

CET 1 capital ratio approx. 13.5%Incl. financial statement effects / Fully-loaded CRR

• Leverage Ratio approx. 4%• Incl. financial statement effects / Fully-loaded CRR

One-off expenses

for the merger € 200m – 250m

Thereof synergies € 100m – 150m

1) preliminary parameters, time frame 3 years


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The launch date planned for the new bank is August 1, 2016

IntegrationIntegrationTransaktion / Integrationsvorbereitung Integration

11 December 2015

Confirmation of the

Memorandum of

Understanding by the

Supervisory Boards of

DZ BANK

and WGZ BANK

27 April - 04 May 2016 30 June 2016

Planned filing in

the commercial

register

21 & 22 June 2016

Annual GeneralMeetings of WGZ

BANK and DZ BANK

01 August 2016

Day 1 of the new

bank planned

from today's

perspective

12 April 2016

signing of the mergeragreement by the CEOs of

both banks

29 July 2016

Plannedregistration in the

commercial

register

Supervisory Board

meetings of DZ BANK and

WGZ BANK – merger

resolution passed

31 December 2018

Planned

completion of

the integration

from today's

perspective


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Disclaimer

This document serves for information purposes only. This document is jointly created by DZ BANK AG Deutsche Zentral-

Genossenschaftsbank („DZ BANK”) and WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank ("WGZ BANK") and

is intended for the distribution in Germany. In foreign countries, this document shall only be distributed according to the

applicable laws of the respective country. Persons in possession of this document or any single information thereof are

advised to inform themselves of the relevant applicable legal provisions and to comply with them.

This document constitutes neither a public offer nor an invitation to make offers in order to purchase financial instruments.

This document does not represent a financial analysis. This document may contain certain forward looking statements,

which are associated with a degree of uncertainty. No investment decision shall be made based on this document.

DZ BANK and WGZ BANK do not accept any liability whatsoever for any direct and/ or indirect damage relating to the

distribution and/or use of this document.

The content of this document represents the status quo of the day of the preparation of the document. It may become

outdated as a result of future developments, without this document being amended accordingly.


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Back up


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Profile – DZ BANK

Key figures of DZ BANK Group Shareholder structure

2015 2014

Profit before taxes

(€ million)2,8672,453

CET 1 capital ratio2

(percent)11.413.0

Return on equity

(percent)17.213.8

Cost/income ratio

(percent)49.854.6

• Number of employees

thereof DZ BANK AG30,78131,130• 4,3894,489 Total subscribed capital

3,132

243251

20

3,646

(€ million)

(percent)6.7

6.9 0.5

85.9

2015

1) Direct and indirect

2) Incl. financial statement effects / Fully-loaded CRR

3) Dividend payment respectively in the following year, 2015 subject to referring board resolutions

1• Total dividend3

(€ million)

210224

1Local cooperative banks

WGZ BANK AGOther cooperative enterprises

Other


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Key figures of WGZ BANK Group Shareholder structure

Profit before taxes

(€ million)308347

CET 1 capital ratio2

(percent)11.012.9

Return on equity

(percent)8.49.2

Cost/income ratio

(percent)47.247.6

• Number of employees

thereof WGZ BANK AG1,6491,764• 1,2921,343 Total subscribed capital

647

53

14

714

(percent) 7.4 1.9

90.7

2015

1) 100% owned by member banks in the regional cooperative financialnetwork

2) Incl. financial statement effects / Fully-loaded CRR

3) Dividend payment respectively in the following year, 2015 subject to referring board resolutions

(€ million)

1

2015 2014

• Total dividend3

(€ million)

5064

Profile – WGZ BANK

WGZ BeteiligungsGmbH & Co. KG

Member banks in the regionalcooperative financial networkOther shareholders


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We have mutual consent over the apppointment of board

members

Deputy Chairman

Hans-Bernd

Wolberg

Chairman

Wolfgang

Kirsch

S u p e r v i s o r y B o a r d

B o a r d o f M

a n a g i n g D i r e c t o r s

Chairman

Helmut

Gottschalk

Deputy Chairman1

Werner

Böhnke

Uwe

Berghaus

Dr Christian

Brauckmann

Lars

Hille

Wolfgang

Köhler Karl-HeinzMoll

Dr Cornelius

Riese

Michael

Speth

Thomas

Ullrich

Frank

Westhoff Stefan

Zeidler

Further members to be selected

1. In addition to the Deputy Chairman that is elected under the provisions of the Co-Determination Act ("Mitbestimmungsgesetz") from among the employees' representatives.Note: All proposed appointments are merely suggestions. Final decisions are to be made by the responsilble governance bodies.

1. DZ BANK presentation.pdf

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