Luca MajocchiUCI Group Deputy CEO

Goldman Sachs European Financials Conference 2002

Venice, June 10th-12st 2002

IS GROWING IN RETAIL FINANCIAL SERVICES A SINGLE PATH

STRATEGY ?

2

Growth opportunities of the European retail business “gameboard”

UCI’s portfolio strategy for retail growth

Conclusions

Agenda

3

PERFORMANCE FORECAST OF EUROPEAN BANKS SEES A SLOWDOWN OF RETAIL EARNINGS GROWTH RATE

Performance forecast for European financial playersPercent

REVENUE Y/Y GROWTH (2002 on 2001)

7.7

5.7

8.8

7.6

13.8

9.7

19.3

12.2

Supra-regionals

Retail

Investment services

Wholesale

Source: UBS Warburg

GROSS OPERATING PROFIT Y/Y GROWTH (2002 on 2001)

4

WHILE RETAIL GROWTH AT EUROPEAN LEVEL MIGHT BE AN ISSUE, SIGNIFICANT DIFFERENCES EXIST BY COUNTRY

Growth of retail revenue pool by countryCumulated growth 2000-2005, Percent

France Germany Italy UK SpainAverage

Core Europe

New Europe

25%

31%

37% 39%42%

35%

58%

765

795

585 950510

Revenues/Inhabitants (Euro, 2000)

UCI Presence

5

Germany

France

Spain

Italy

UK

IN CORE EUROPE SIZE OF RETAIL REVENUE POOL APPEARS TO BE RELATED TO COUNTRY-SPECIFIC STAGE OF INDUSTRY EVOLUTION

Financial industry concentration and revenue pool by country

4.00

2.75

30 75

Size of revenue pool (20 Euro bn)

TOP 5 PLAYERS MARKET SHARE BY ASSETS (Percent)

FIN

AN

CIA

L S

ER

VIC

ES

R

EV

EN

UE/G

DP

(P

erc

en

t)

POTENTIAL

IN BETWEEN

MATURE

6

IN ITALY, DUE TO WIDESPREAD USE OF FEDERAL MODELS, LEADING PLAYERS ARE FEWER (AND SMALLER) THAN WHAT CONSOLIDATED FIGURES SHOW

IntesaBCI Group

Sanpaolo IMI Group (incl. Cardine)

UCI Group

B. di Roma Group (incl. Bipop)

Montepaschi Group

B. Pop. Verona e Novara Group

Antonveneta Group

Banca Lombarda Group

BNL Group

B. Pop. Lodi Group

11.1

10.4

10.1

7.4

6.2

3.9

3.4

2.6

2.5

2.1

UCI Banca*

IntesaBCI SpA

Sanpaolo IMI SpA

Banca di Roma SpA

Banca MPS SpA

Banca Antoniana Pop. Veneta Scrl

Banco di Napoli SpA

BNL SpA

Banco di Sicilia SpA

Banca Pop. di Novara Scrl

UCI

IntesaBCI

Sanpaolo IMI

B. di Roma

MPS

Antonveneta

Sanpaolo IMI

BNL

B. di Roma

BP Verona e Novara

GROUPBranches

mkt share, %

BANK GROUPBranches

mkt share, %

9.7

7.9

4.7

4.1

3.3

3.1

2.5

2.4

2.0

1.8

* Sum of the current 7 banks of UCI Group to be merged July 1st 2002

7

RE

CF (ex UK & Ger)

CB

AGAM

OTHER THAN BY COUNTRY, GROWTH AND PROFITABILITY PATTERNS VARY SIGNIFICANTLY ACROSS RETAIL BUSINESS SEGMENTS

Financial services attractiveness in core Europe

CF

14%

2%

-8% 46%RARORAC 2000

REV

EN

UE G

RO

WTH

2001-2

005

= 20 bn revenues

RE= Retail banking (individuals) - Growth and profitability driven by affluent and private asset gathering

AG= Asset Gathering - Single most profitable and growing industry in Europe

CF= Consumer Finance - Heterogeneous growth and spreads between countries

CB= Corporate banking (SMEs) - Attractive growth but negative Rarorac due to lending

AM= Asset management - Strong growth and high Rarorac

8

Growth opportunities of the European retail business “gameboard”

UCI’s portfolio strategy for retail growth

Conclusions

Agenda

9

UNICREDIT STRATEGY IS TO DEVELOP RETAIL TOP LINE BY GROWING MARKET SHARE ALONG FOUR KEY COMPLEMENTARY DIRECTIONS

UCI GROWTH STRATEGY

Grow top line while keeping leading edge efficiency

Upside in Italian domestic market

Enter new, highly attractive markets

Increase penetration of existing customer base

Improve market coverage by selective branch network expansion/acquisitions

Strengthen leading market positions in new “domestic” markets (Central Europe)

Enter core European countries selectively addressing retail segments

Continue external/ organic growth to strengthen market share

Consolidate position in new Europe and build presence in core Europe

10

IN ITALY, ORGANIC GROWTH OPPORTUNITIES EXIST BY BOTH DEVELOPING THE EXISTING CUSTOMER BASE AND GETTING NEW CLIENTS THROUGH NEW SPECIALISED BRANCHES

Equal to 16 bn of incremental assets

Current Average

2004 Targets

Share of wallet increase

Mass affluent & Private Banking

44%

53%

Branch network expansion

UCI market share in Italy, %

>25,000

GDP per capita (Euro)

<20,000

20,000<GDP<25,000

621

32

30

25

24

197

4 12

21

9

6

5

20

96

2

4

3

+9 pp

11

ORGANIC GROWTH WILL BE SYSTEMATICALLY COMPARED WITH EXTERNAL GROWTH OPPORTUNITIES

Organic vs. external growth benchmarkingNPV Index per branch

Bank A

47

71

85

119

169

Bank B Bank C Bank D Bank E Bank F

ILLUSTRATIVE

199

Maximum

Minimum

MAKE(Open Branch)

To be decided

BUY(Acquire bank)

Target Bank

Branch opening return range

12

36.0

Croatia

4.4

22.9

3.57

0.7

Romania

22.4

41.1

4.35

IN NEW EUROPE AREA, CONSOLIDATION AND CROSS THE BORDER SYNERGIES WILL FOLLOW LAST THREE YEARS OF FRANCHISE BUILDING

Poland

16.4

23.3

3.5

BulgariaSlovakia

UCI position in New Europe (2001)Deposits market share, percent

Inhabitants, mln

GDP, Euro bn

38.6 7.95.4

201.9 15.222.4

GDP CAGR2000-2004, %

2.52

4.20

3.82

13

RETAIL & SMES

ASSET GATHERING

CONSUMER FINANCE

CORPORATE BANKING

ASSET MANAGEMENT

UK GER F I SP

"Hot" ”Warm"Retail strategic mapPercent

IN CORE EUROPE, COUNTRY AND PRODUCT DIFFERENCES LEAD TO A STRATEGIC MAP OF RETAIL OPPORTUNITIES

14

CROSS THE BORDER AND DOMESTIC TRANSACTIONS WILL BE ABLE TO LEVERAGE TRANSFER OF RETAIL SKILLS THAT UCI ALREADY DEMONSTRATED IN ITALY ...

Performance improvement of UCI Italian Banks1998-2001

UCI saving banks*

95.6%

23.3%

GROSS OPERATING INCOME GROWTH

Italian industry average

UCI saving banks*

38.3%

16.1%

INCOME GROWTH

Italian industry average

UCI saving banks*

0.4%

11.4%

OPERATING COST GROWTH

Italian industry average

* Banca CRT, Cariverona, Cassamarca

Transfer of retail skills (customer segmentation, product innovation, sales management, service models)

Cost control and synergies through centralised operations (IT, back offices, logistics)

15

2001/2000 % GROWTH

Pekao

65NET INCOME

-29

Best perf. Pekao

Banking System

Pekao

20

46

NET COMMISSIONS

17

Best perf.BH

BankingSystem

Pekao

7 7

NET INTEREST INCOME

-6Best perf.

Pekao

BankingSystem

Pekao

-4 -4

OVERHEADS COSTS

18

Best perf.Pekao

BankingSystem

65

Bank Pekao performance compared with Polish banking system2000-2001

... AND IN NEW EUROPE

16

Growth opportunities of the European retail business “gameboard”

UCI’s portfolio strategy for retail growth

Conclusions

Agenda

17

IN SUMMARY .....

The European market is very complex, with different growth perspectives depending on country and business, and UCI strategy is to selectively focus on businesses and countries with the highest potential

Growth will leverage superior retail skills developed in the highly competitive Italian market and our track record is there

Growth will be pursued consistently exploiting all levers of organic and external growth