UNICREDITO ITALIANO Alessandro Profumo - CEO London - December 19 th, 2001 “CREATION OF UCI’s SEGMENT BANKS: RATIONALE, DRIVERS AND VALUE”

UNICREDITO ITALIANO Alessandro Profumo - CEO

London - December 19th, 2001

“CREATION OF UCI’s SEGMENT BANKS: RATIONALE, DRIVERS AND VALUE”

2

DISCLAIMER

No representation or warranty, express or implied, is made as to, and no reliance should be placed on the completeness and accuracy of the information and/or news contained in this presentation (the “Document”) and neither UniCredito Italiano S.p.A. (“UniCredit” or “UCI”) nor any company of its Group or any of their respective directors, members, officers, employees or advisers shall have any liability whatsoever (in negligence or otherwise) for any losses claims or damages arising from the errors or omissions or from the use of this Document or its contents or otherwise arising in connection with this Document.

This Document is being supplied to you with the only purpose to inform you on Project S3 and may not be reproduced, described or further distributed, also partially, to any other person or used, in whole or in part for any purpose.

3

Strategic Rationale and Value Drivers of the Project

Structure of the Deal

Value Creation

Conclusions

Agenda

4

PROJECT S3 WILL ALLOW UCI TO MOVE FROM A FEDERAL GEOGRAPHIC TO A SEGMENT-BASED MODEL ...

… to a federation “by segment” ...

Private Bank

Corporate Bank

Retail Bank

… WITH CRITICAL MASS AND GROWTH OPPORTUNITIES

From a federation “by geography”…

Retail Corporate

5

Retail Bank

Private Bank

Corporate Bank

Foreign Banks

“New” Italian Banking Wholesale Banking New Initiatives New Europe Banking

Unbundling Italian commercial banking and creating new, focussed, business units in all key market segments

Improving accountability and market recognition of the various business lines

Opening new growth opportunities for each business, facilitating ad hoc “strategic moves” per business line (e.g. on a dimensional and a geographical scale)

... DOING A FURTHER STEP TOWARDS GROUP’s VISION TO BECOME A EUROPEAN MULTISPECIALIST FINANCIAL GROUP

6

Creating specialists “from scratch” is possible, but requires long time to reach critical mass

Transforming a big incumbent in a specialist is very difficult

THREE LARGE BUSINESS SPECIALISTS WILL CREATE SUSTAINABLE COMPETITIVE ADVANTAGE FOR THE GROUP

Improve Quality of Service

Improve Efficiency

Strengthen Effectiveness

Increase Growth Options

Higher customer satisfaction More comprehensive knowledge of the market (focused

offer of products/services) Increased market share

Management focus and external recognition Time-to-market and increased penetration in specific

geographic areas Higher brand recognition

Strong cost control (no duplications, improved HR mngt.) Improved accountability, capital allocation and risk control

Diversified growth paths (domestic and international) for each bank; potential specific partners by bank

Strategic management of Italian commercial banking as a portfolio of businesses

Create Structural Advantage

7

WHY ACT NOW ?

TODAY WE HAVE ALL THE CONDITIONS TO MAKE THIS STEP ...

INTERNAL FACTORS All main Italian Banks fully

divisionalised and working on the same IT platform

Potential to streamline “holding” structures

Critical mass in all market segments

CUSTOMERS’ NEEDS Demand of dedicated

services at good value for money

Brand and logistics becoming less important than quality of service in customers’ choice

EXTERNAL SCENARIO Incumbent competitors

busy with internal restructuring plans

Lowering of entry barriers for foreign players

New comer specialists focusing on affluent market

Investors’ analysis more and more segment-based

Accountability and higher visibility of each business line

INVESTORS’ NEEDS

Sustainability of performance and growth options

8

... AND CREATE THREE LEADERS IN THEIR RESPECTIVE MARKETS: THE FIRST ITALIAN PRIVATE BANK ...

DISTRIBUTION CHANNEL:

150 branches + direct channels

1,600 employees

750 relationship managers

Based in Turin

PRIVATE BANKING

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”

KEY DRIVERS

Consolidation of leadership in Italian high net worth individuals segment

Total Financial Assets (Direct + Indirect Deposits)

Total Revenues 500 mln

More than 100,000 private customers (with > 500,000 Euro of financial assets)

Total Loans 1 bn

44 bn

2000 KEY FIGURES (Euro)

9

... THE LEADING BANK IN CORPORATE BUSINESS ...

DISTRIBUTION CHANNEL:

250 branches + direct channels

4,000 employees

~1,300 relationship managers

Based in Verona

CORPORATE BANKING

One single national brand

Total Loans 49 bn

Total Revenues 1.3 bn

80,000 customers (companies with revenues from Euro 1.5 - 2.5 mln up to Euro 250 mln)

Total Deposits 15 bn


Broad product offer to cover the full range of customer needs (financial, organisational, operational)

KEY DRIVERS

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

10

... AND THE LARGEST SINGLE RETAIL BANK IN ITALY

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

RETAIL BANKING

Single “umbrella” brand for products and services + regional brands for distribution

Quick and efficient distribution of innovative products/services specialised by segment:

KEY DRIVERS

MASS MARKET: wide range of products, multi-channel, easy access at a low price

AFFLUENT: dedicated consultancy (asset management, saving plans)

SMALL BUSINESS: cash and credit management tools (branch & on-line channels), dedicated consultancy for family’s savings

6.5 mln customers MASS MARKET (< Euro

75,000) AFFLUENT (from Euro

75,000 to Euro 500,000) SMALL BUSINESS

(Revenues < Euro 1.5 - 2.5 mln)

Total Loans 36 bn

Total Revenues 4 bn

161 bn


Total Financial Assets (Direct + Indirect Deposits)

11

S3 IS THE FINAL STEP OF THE STRATEGIC PATH STARTED IN 1995, THAT UCI SUCCESSFULLY MANAGED ...

ORGANISAT.

STRUCTURE

CUSTOMER APPROACH

AND OPERATING STRUCTURE

2 BANKS:

CREDITO ITALIANO AND ROLO BANCA

STEP 1 (1995-1998)

TURNAROUND

Segment-focused front line organisation

Introduction of customer segmentation: retail & corporate

Common EDP service company

&

7 FEDERATED BANKS:

FEDERAL “GEOGRAPHIC” MODEL

STEP 2

(1999-2001)

UCI

Development of finer customer segmentation in each bank: Private, Affluent, Mass Mkt, Small Business, Corporate

From specialised corners in the branches to full network divisionalisation

Single IT platform and centralised back office

3 SEGMENT BANKS:

PRIVATE, CORPORATE, RETAIL

STEP 3

(2002-...)

3 SEGMENT BANKS

Segment-specificbusiness models

Fully integrated operations and logistics

Segment banks as strategic business units

12

PROFITABILITY: PRE-TAX ROE

... AS DEMONSTRATED BY THE GROUP ABILITY TO ENHANCE PROFITABILITY AND EFFICIENCY WHILE CARRYING OUT IMPORTANT CHANGES

Lloyds

1998 1H2001(1)

Abbey National

Bank of Scotland

UCI

Lloyds

UCI

BNP Paribas

Sanpaolo IMI

RANK% RANK%

40.1

29.4

28.0

26.1

1st

2nd

3rd

4th

31.0

30.2

26.8

26.7

1st

2nd

3rd

4th

EFFICIENCY: COST/INCOME RATIO

Abbey National

1998 1H2001

Lloyds

Bank of Scotland

UCI

RANK% RANK%

41.2

49.1

51.6

54.9

1st

2nd

3rd

4thHSBC

Nordea (Merita) 55.3 5th

56.6 6th

Lloyds

Abbey National

RBoS

Barclays

43.8

44.8

48.1

48.3

1st

2nd

3rd

4thHBoS

UCI 55.5 5th

56.2 6th

(1) Annualised

Outstanding profitability and efficiency together with growth:

2nd largest player in New Europe and best performer in Poland (Bank PEKAO)

Global producer in AM (Pioneer Group)

Leader in the domestic market for corporate risk-management products (UBM and CorporateLab) and derivatives for retailers (TradingLab)

Best European Bank for total shareholders’ value creation in the five year period ’95-’00 (Source: FTSE)

RANKING CONSIDERS TOP 20 EUROPEAN BANKS PER MARKET CAP (see annex)

13

SUMMING UP ...

We are unbundling Italian commercial banking and creating 3 leading segment banks with critical mass, professional skills and focus in their respective business

Our track record of change management and value creation for shareholders makes us confident in achieving the strategic goals of S3

This change will give us a sustainable competitive advantage, supporting our growth through:

improved quality of service and customer satisfaction higher market share higher profitability

S3 is a key step towards our strategic goal to become a European multispecialist financial player

14



Value Creation

Conclusions

Agenda

15

(1) The merger will imply the acquisition of the minorities of such companies; for Rolo, UCI will buy the 49% of C. Carimonte not owned and 38.8% by other Rolo’s minority shareholders

(2) From the merger excluded Banca dell’Umbria and CR Carpi(3) On-going acquisition of 5.442.000 ordinary shares (3.2% of capital) from Caritro Foundation

THE DEAL WILL BE COMPLETED IN ONE YEAR WITH TWO MILESTONES IN JUNE 2002 AND JANUARY 2003

Contribution of banking assets and liabilities to UCI Banca (Former Credit)

UCI

UCI Banca (Former Credit)– Retail banking activities– Corporate banking activities– Private banking activities

FIRST STEP: 1ST JUNE 2002

Merger of 7 companies in UCI

UCI

CRV(99.77%)(1)

CRT(100%)

CSM(100%)

Rolo(18.83%)(1)(2)

CARITRO(96.82%)(1)(3)

CRTS(79.67%)(1)

C. CARIMONTE(51%)(1)

CREDIT (100%)

Merger Perimeter

UCI

Corporate Bank*

Retail Bank*

Private Bank*

SECOND STEP: 1ST JANUARY 2003 Spin-off of Private and Corporate assets

and liabilities from UCI Banca to 2 newly created beneficiaries

UCI

UCI Banca(Retail activities)

Corporate Activities

Private Activities

Final structure

* Nicknames; names still to be defined

16

UCI already owns 40.4% of Rolo, in economic terms, 18.8% directly and 21.6% indirectly through Credit Carimonte

Double merger by incorporation of Rolo and Credit Carimonte into UCI

Share swap merger, with UCI shares to:

Credit Carimonte minority shareholders (Carimonte Holding owning 49.0%)

Rolo other minority shareholders (owning the remaining 38.8%)

Transaction expected to be approved by the respective EGMs scheduled by March-April 2002

Exchange ratio(1) UCI/Credit Carimonte, considered to be fair by UCI BoD 0.68 ex-dividend, reflecting UCI/Rolo exchange ratio(1) of 3.80

Additional market cap for ROLO minorities around Euro 5 bn (final mkt cap ~27 bn)

THE MERGER WITH ROLO IS A KEY STEP OF S3 - UCI BOARD HAS CONSIDERED TO BE FAIR AN EXCHANGE RATIO(1) OF 3.80 EX-DIVIDEND, IN LINE WITH LAST MONTHS RELATIVE MARKET VALUATION(2)

Actual Structure

42.3% 18.8%

3.7

%

Carimonte Holding

Fond. Monte di Bologna e Ravenna

Fond.CR Modena

CreditCarimonte

Rolo

UCI

40.1% 59.9%

49.0% 0.8%

51.0%

Merger Perimeter

Post merger UCI’s current shareholders will be diluted by 18%, with a weight in

the new entity of around 82%

(1) Number of UCI’s share for each Rolo/Credit Carimonte share(2) See Annex for Exchange ratio details

Other investors:RAS 3.9%F. Perugia 3.0%Free float 28.2%

17

S3 PROJECT WILL IMPLY A SLIGHT DILUTION OF CURRENT UCI’S MAJOR SHAREHOLDERS

ISSUANCE OF APPROXIMATELY 1.1bn NEW ORDINARY UCI SHARES, MAINLY FOR ROLO MINORITIES ACQUISITION (98% OF TOTAL)

Other61.8%

Fondazione CSM2.8%

Allianz4.9%

Fondazione CRT

14.0%

Fondazione CRV

16.5%

UCI Current Shareholding UCI Post S3(1)

Fond. CRT11.5%

Fond. CRV13.5%

Other60.6%

Carimonte Holding6.9%

Fond. CSM2.3%

Allianz5.2%

(2)

(1) Assuming the issuance of 1.1bn new shares at service of the acquisition of the minorities related to the merger of the seven banks (the merger with Rolo and Credit Carimonte accounting for 98% of total shares to be issued)

(2) 40% owned by Fondazione Bologna and 60% owned by Fondazione Modena

18



Value Creation

Conclusions

Agenda

19

S3 IMPACT ON UCI GROUP OPERATING PROFITS: TOTAL GROSS SYNERGIES OF EURO 720 MLN IN 2004

2002E 2004E2003E

0

(152)

52

(100)

(59)

RevenuesSynergies

CostSynergies

GrossOne-offCosts

S3 TotalPre-taxI mpact

S3 TotalAfter-taxI mpact

425

720260

460

RevenuesSynergies

CostSynergies

S3 Total Pre-tax Impact

S3 Total After-tax Impact

228

204 (123)

309

182

RevenuesSynergies

CostSynergies

GrossOne-offCosts

S3 TotalPre-taxImpact

S3 TotalAfter-taxImpact

2004 SYNERGIES EXPECTED TO BE EQUAL TO:REVENUES: 4.9% OF 2000A GROUP REVENUESCOSTS: 5.5% OF 2000A GROUP COSTSTOTAL: 15.7% OF 2000A GROUP OPERATING PROFIT

(1)(1)

(1)

Note: the above figures include synergies from Rolo (1) Assuming a 41% tax rate

(Euro mln) (Euro mln) (Euro mln)

Partial offset of one-off charges from disposal of non-core assets (gross impact Euro 80 mln, 51 mln after tax)

Partial offset of one-off charges from disposal of non-core assets (gross impact Euro 70 mln, 45 mln after tax)

20

IN 2004 THE THREE BANKS(1) WILL SHOW EXCELLENT PERFORMANCE THANKS TO THEIR CAPABILITY TO GROW AND TO THE IMPACT OF SYNERGIES

(1) Considering only commercial banking activities(2) Considering only Private, Corporate and Retail P&L figures of the 7 merged banks; allocated capital related to the whole banking business(3) Considering 2004 planned figures for the 3 segment banks without synergies(4) The 3 segment banks will benefit of Euro 650 mln gross synergies; remaining Euro 70 mln (cost synergies only) are related to other Italian Banking business

Corporate2004E

Retail2004E

Private2004E

1,325696 270

48%23% 23%

1,003236287

28.0%6.3% 63.3%

2004E Post S3(4)

Baseline 2004E(3)

7 Banks 2000(2)

2,291

40%

1,526

1,908

45%

1,198

1,318

49%

766

17.9%15.1%12.2%

04E Post S3 / 7 Banks 00

% Change

+74% +20%

+99% +27%

+5.7 p.p. +2.8 p.p.

-5 p.p.

04E Post S3 / Baseline 04E

-9 p.p.

S3 will significantly boost our results compared with 2000A figures, generating additional Euro 328 mln of EVA

Net Income (Euro mln)

Cost/ Income

EVA (Euro mln)

RARORAC


Cost/ Income

EVA (Euro mln)

RARORAC

21

REVENUE SYNERGIES WILL ARISE FROM ALIGNMENT TO BEST PRACTICE AND ROLLOUT OF CURRENT PILOT PROJECTS(1) ON THE LARGER SCALE OF NATION-WIDE SEGMENT BANKS

Main drivers for revenue synergies are, for each segment:

Increased penetration and profitability of existing customers thanks to business specialisation

Acquisition of new clients/ new business opportunities due to a more effective coverage

Figures based on the projection of the results of pilot projects already implemented by Group’s banks

460

105

120

105

70

60

TOTAL

MassMarket

SmallBusiness

Affluent

Corporate

Private

(Euro mln)

Total Retail:

Euro 235 mln

REVENUE SYNERGIES STARTING FROM 2003, ON GOING IN 2004

EXPECTED GROSS REVENUE SYNERGIES IN 2004

(1) See Annex for details

22

IN PRIVATE BANKING REVENUE SYNERGIES ARISE FROM INCREASE OF SHARE OF WALLET, FOCUS ON HIGH VALUE-ADDED SERVICES AND GROWTH IN VOLUMES/CUSTOMERS

Growth EffectSpecialisation Effect

Current Clients Target 2004E

Expected revenue synergies of Euro 60 mln (representing 13.6% of 2001E segment revenues)(1)

Current Average UCI Group

Target 2004E

+9 p.p.

“Share of Wallet”


+11%

100,000111,000

42%51%

New Customers

(1) Considering only commercial banking activities

23

IN CORPORATE BANKING REVENUE SYNERGIES ARISE FROM BETTER PRICING AND SELECTIVE GROWTH OF CUSTOMER PORTFOLIO


Expected revenue synergies of Euro 60 mln (representing 4.0% 2001E segment revenues)(1)


Current AverageUCI Group

Target 2004E

Commissions margin


Target 2004E

Net interest margin


1.40%1.62% 1.66%

1.75%

+15%+22 b.p.

+9 b.p.

New Customers

80,00092,000


24

SPECIALISATION ON AFFLUENT CLIENTS IS EXPECTED TO GENERATE REVENUE SYNERGIES OF EURO 105 MLN IN 2004 ...



Current Average Target 2004E

+6 p.p.



+5%

900,000945,000

65%71%

“Share of Wallet” New Customers


25




Group "worst"performer

Currentweighted avg.performance

Group "best"performer


Margin on Total Customer Volumes (Loans+Deposits)

+9%

New Customers

4.1%5.0%

6.2%541,000

580,000


… SMALL BUSINESS IS EXPECTED TO GENERATE TOTAL REVENUE SYNERGIES OF EURO 70 MLN ...

26


Target 2004E Current Clients Target 2004E


… AND THE MASS MARKET EURO 60 MLN

EFFECTIVENESS OF GEOGRAPHIC COVERAGE AND COMMERCIAL ACTIVITIES


Specialisation Effect

+5%

Growth Effect

4,810,0005,040,000

Margin on Total Customer Volumes (Loans+Deposits)

New Customers

+10 b.p.

5.0% 5.1%


27

DRIVERSEXPECTED GROSS COSTS SYNERGIES IN 2004

S3 IS ALSO EXPECTED TO POSITIVELY IMPACT THE COST BASE OF THE GROUP STARTING FROM 2002

ADMINISTRATIVE

EXPENSES

Reduction of expenses directly related to headcount

5% efficiency improvement of other indirect costs not directly related to headcount

MANAGEMENT OF PP&E Lower operating expenses, depreciation and other

costs

COMMUNICATION Lower investments for brand recognition,

merchandising, and other communication costs

IT EXPENSES More efficiency due to the unification of operating

and front office IT applications

CENTRALISED

PURCHASES

Earlier implementation of cost excellence project (E-procurement systems) reducing the purchasing price

PERSONNEL Rationalisation mainly from headquarters and

networks, commercial and production

SYNERGIES STARTING IN 2002, ON GOING IN 2004

115

35

260

25

10

40

35

TOTAL

(Euro mln)

28

THE REORGANISATION WILL REQUIRE LIMITED ONE-OFF CHARGES ESTIMATED AT AROUND EURO 275 MLN

ONE-OFF CHARGES

(Euro mln)

ONE-OFF COSTS WILL INCUR FOR APPROXIMATELY EURO 152 MLN IN 2002

AND EURO 123 MLN IN 2003

Charges partially offset by capital gains generated by sale of non-core assets (expected value of Euro 150 mln). Net one-off charges could be Euro 125 mln

27530

20

100

40

75

10

CorporateRestructuring

Redundanciesand Relocation

IT Costs Logistics andIntegration

Process

Training Marketing andAdvertising

TotalRestructuring

Charges

29

CAGR 2000A-2004E

THANKS TO S3, 2004E GROUP NET INCOME WILL GROW FROM EURO 2.2BN TO EURO 3.0BN (+38%), WITH A CAGR OF 21% COMPARED TO 17% EX-S3

2000A 9M2001ANET INCOME (Euro mln)

Corporate Centreof which

– Parent Company– Goodwill

- 399

- 371- 100

2004E

(1) Pro forma figure, calculated on New Europe Banks 2000 Net Income weighted for UCI shareholding

Cost/Income 2004E

Italian Banking Division

(Ex-S3)

14.8%

(9.4%)1,390 2,416

(1,991)1,227 40.4%

(45.3%)

Wholesale Bankingof which

– Investment Banking– Pioneer

224

14876

16.0%

17.3%14.2%

273

156117

494

295199

48.2%

37.8%59.8%

New Europe Banking 147164(1) 318 42.4%

Xelion and Clarima - 38 n.m.- 33 - 1

1,113 21.1%

(11.8%)

1,395Total

(Ex-S3)

3,000

(2,176)

43.8%

(47.7%)

- 447

- 295- 167

- 626

- 437- 220

n.m.

n.m.n.m.

n.m.

n.m.n.m.

18.0%

n.m.

Minorities from S3 - n.m.- 400 n.m.

30

2,176

394

108

425

400

3,000

2004E Stand Alone

Minorities Acquired

Net ExpectedSynergies

2004E After S3

Merger with Rolo and Credit Carimonte S3 Ex-Merger

UCI GROUP 2000A - 2004E: NET INCOME GROWTH AFTER PROJECT S3

S3 WILL SIGNIFICANTLY BOOST UCI GROUP EXPECTED NET INCOME GROWTH

(1) Excluding the extraordinary provisions for 1998 and 1999 related to the effects of Ciampi Law; re-stated net income Euro 1,508 mln

1,395

2000A


(1)

502

323

2,176

31

UCI GROUP 2000A - 2004E EPS GROWTH AND ACCRETION ANALYSIS

EPS (Euro)

EVA (Euro mln)

EPS CAGR ‘00-04

RARORAC

2000A 2004E Baseline

2004E Post S3

723 1,204 1,836

0.28 0.43

- +11.8% +15.2%

11.7% 11.5% 14.6%

0.49

’04E Post S3/ ’00A

’04E Post S3/ ’04E Baseline

% Change

2002 AFFECTED BY ONE-OFF CHARGES WITH LIMITED REVENUE SYNERGIES,HIGHER GROWTH IMPACT EXPECTED IN 2003 AND 2004

+76% +13%

+154% +52%

+290 bp +310 bp

+340 bp

Marginal RARORAC 15.0% 14.0% 16.7% +170 bp +270 bp

32



Value Creation

Conclusions

Agenda

33

UCI FIRST COMMITMENT IS TO CONTINUE TO DELIVER VALUE TO ITS CLIENTS AND SHAREHOLDERS

After the completion of project S3, UCI will have a cutting edge organisational structure and will be the first European bank with 3 large segment specialists

S3 will help UCI to further improve customer satisfaction and shareholders value

UCI has shown its ability to deliver planned goals: full integration of Italian banks expansion in fast-growing areas (Asset

Management and New Europe) development of high value-added business (UBM

and TradingLab)

34

Annexes

35

THE TRANSACTION WILL STRENGTHEN UCI AS ONE OF THE LEADING EUROPEAN BANKS

Data as of 11th December, 2001Note: in green “Euro area” banks(1) Assuming the issuance of 1.1bn new shares at service of the acquisition of the minorities related to the merger of the seven banks (the merger with Rolo and Credit

Carimonte accounting for 98% of total shares to be issued)

Top European Banks by Market Cap (Euro bn)

POTENTIAL ADDITIONAL EFFECT ON MARKET CAP FROM VALORISATION OF SYNERGIES AND RE-RATING

15

12776 71

65

58 55

47

2217

2227

18

47 46 46 44

2827

1816

HS

BC

UB

S

RB

oS

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Ba

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Cre

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BB

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SC

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B

Sa

np

ao

loIM

I

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rde

a

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Ranking “Euro Area” 1º 2º 3º 4º 5º 6º 7º 8º 9º 10º

ADDITIONALMARKET CAP FORMINORITIESOF AROUND EURO 5 bn(1)

36

UCI GROUP COMPARED TO ITS EUROPEAN PEERS

1H 2001A1998A

Group Cost/Income GroupROE

Pre-taxAbbey National 41.2% Lloyds 40.1%Lloyds 49.1% Abbey National 29.4%Bank of Scotland 51.6% Bank of Scotland 28.0%HSBC 54.9% UniCredit 26.1%Nordea (Merita) 55.3% Natwest 24.8%UniCredit 56.6% Barclays 23.3%Sanpaolo IMI 56.9% Deutsche Bank 22.5%BBV 61.5% Banca Intesa 22.2%Barclays 66.3% HSBC 22.1%Banca Intesa 68.1% HVB 20.2%BNP 68.1% ABN Amro 18.8%Natwest 68.6% Nordea (Merita) 18.7%ABN Amro 69.4% BBV 16.6%Santander 69.5% Santander 16.5%HVB 71.1% Sanpaolo IMI 16.0%Credit Suisse 72.4% BNP 14.2%Société Générale 73.5% Société Générale 13.7%Deutsche Bank 78.1% Credit Suisse 13.5%Dresdner 79.4% UBS 12.2%UBS 81.8% Dresdner 12.0%

Average 64.7% Average 20.5%

Group Cost/Income GroupROE

Pre-taxLloyds 43.8% Lloyds 31.0%Abbey National 44.8% UniCredit 30.2%RBoS 48.1% BNP Paribas 26.8%HBoS 48.3% Sanpaolo IMI 26.7%UniCredit 55.5% Abbey National 25.6%Barclays 56.2% Barclays 23.9%BBVA 58.2% ABN Amro 23.7%HSBC 59.0% Société Générale 22.9%SCH 60.0% IntesaBci 22.2%BNP Paribas 61.4% Nordea 22.1%Nordea 63.1% HBoS 21.0%IntesaBci 65.0% HSBC 20.4%Sanpaolo IMI 65.1% BBVA 20.0%Société Générale 72.0% SCH 17.0%HVB 72.3% Credit Suisse 16.5%ABN Amro 72.8% RBoS 16.4%Deutsche Bank 73.3% Deutsche Bank 14.4%Dresdner 78.8% Dresdner 8.4%Credit Suisse 80.3% HVB 8.4%UBS 81.2% UBS 7.6%

Average 63.0% Average 20.3%

Source: 1998 Annual Reports and 2001 Interim ReportsNote: the sample is formed by top 20 European banking groups by market capNote: Pre-tax ROE calculated as (net income+minority interests+taxes)/(equity=share capital+reserves+net income+paid-in capital+Fund for general Banking Risks+neg.

consolidation and book value diff.+minority interests)Note: Cost/Income ratio calculated as operating costs (including D&A)/revenues (net interest margin+net commissions+trading+other net operating revenues)

37

Date Key Milestones and Events

14th-21th December 2001 Presentation of Project S3 to BoDs of involvedcompanies

February 2002 BoDs approval of annual report projects of all UCI Groupcompanies

March 2002 Approval of consolidated report of UCI Approval of merger project from BoDs of involved companies

April 2002 EGMs of all the companies involved in merger

J une 2002 Merger effective Contribution of banking assets and liabilities (retail, corporate

and private) from UniCredit to UCI Banca

September 2002 Identification in UCI Banca of all assets and liabilities that willbe spun-off

November 2002 EGM of UCI Banca for approval of spin-off and creation of twobeneficiary companies (Corporate Bank and Private Bank)

1st J anuary 2003 Spin-off effective, launch of the three new segmentbanks

S3 WILL BE EXECUTED TIMELY IN ORDER TO START IMPLEMENTING THE NEW STRATEGY OF THE GROUP AS SOON AS POSSIBLE

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THE AGREED UCI/ROLO EXCHANGE RATIO(1) IS IN LINE WITH THE MARKET PRICE OF THE TWO COMPANIES

12/12/00 22/02/01 06/05/01 18/07/01 29/09/01 11/12/01

EXCHANGE RATIO CONSIDERED TO BE FAIR BY UCI’s BoD: 3.80

Average 12 Months 3.63



Average 1 Month 3.85

Exchange Ratio Evolution

(1) Number of UCI’s share for each Rolo share; calculated as ordinary sharee prices of Rolo/ordinary share price of UCI

Exchange ratio pre-rumours

(started on 6/10/2001):

Average 1 Month: 3.72

Average 3 Months: 3.64Average 6 Months: 3.59Average 12 Months: 3.56

39

PILOT PROJECTS

UCI HAS ALREADY STARTED PILOT PROJECTS TARGETING SPECIFIC SEGMENTS

Private

Affluent

Small Business

Total Retail

Corporate

Wealth Management

Small Business

Corporate Project

Mass Market

Family Banking

GOAL: FURTHER IMPROVEMENT OF SERVICE MODELS

TargetSegments

All Banks

CI, CRV, CRT, ROLO

40

18% volumes increase (after 20% discount on the volumes arising from the improved share of wallet)

Net volumes valued at 25% discount on 2004 target margins


TOTAL REVENUE BENEFIT FROM PRIVATE CLIENTS ESTIMATED AT AROUND EURO 105 MLN IN 2004

13% volume increase due to new customers (after 20% discount on target customers growth)

Net volumes valued at 25% discount on 2004 target margins



Current Clients Target 2004ECurrent Average UCI Group

Target 2004E

+9 p.p.

“Share of Wallet”

+11%

100,000111,000

42%51%

New Customers


IN PRIVATE BANKING REVENUE SYNERGIES ARISE FROM INCREASE OF SHARE OF WALLET, FOCUS ON HIGH VALUE-ADDED SERVICES AND GROWTH IN VOLUMES/CUSTOMERS

41

Corporate further segmentation in Tier 1 clients and high growth potential clients Other clients

Average pricing resulting from the assumption that existing gaps vs. Group best performer are filled at 25%

Expected revenue synergies of Euro 60 mln (representing 4.0% 2001E segment revenues)(1)

Loss of volumes (6% of current volumes) due to overlap of clients within 7 banks

Target margins assume that existing gaps vs. Group best performer are filled at 25%

Better pricing on interests (+9 b.p. on average) and commissions (+22 b.p. on average) applied to net volumes


TOTAL REVENUES BENEFIT FROM CORPORATE CLIENTS ESTIMATED AT AROUND EURO 120 MLN IN 2004



Target 2004E

Commissions margin


Target 2004E

Net interest margin


1.40%1.62% 1.66%

1.75%

+15%+22 b.p.

+9 b.p.New Customers

80,00092,000


IN CORPORATE BANKING REVENUE SYNERGIES ARISE FROM BETTER PRICING AND SELECTIVE GROWTH OF CUSTOMER PORTFOLIO

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TOTAL REVENUES BENEFIT FROM AFFLUENT CLIENTS ESTIMATED AT AROUND EURO 105 MLN IN 2004

7% volumes increase (after 20% discount on the volumes arising from the improved share of wallet)

Net volumes valued at 25% discount on 2004 weighted average margin (obtained assuming that gaps vs. best performer are filled at 30%)


5% volume increase due to new customers (after 20% discount on target customers growth)

Net volumes valued at 25% discount on 2004 weighted average margin (obtained assuming that gaps vs. best performer are filled at 30%)




Current Average Target 2004E

+6 p.p.+5%

900,000945,000

65% 71%

“Share of Wallet” New Customers


SPECIALISATION ON AFFLUENT CLIENTS IS EXPECTED TO GENERATE REVENUE SYNERGIES OF EURO 105 MLN IN 2004 ...

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7% volumes (funding+assets) increase due to new customers, after 40% discount to take into account the overlap with Imprendo

Net volumes valued at current spreads with 30% discount Expected revenue synergies of Euro 40 mln

(representing 4.3% of 2001E segment revenues)(1)

Targeted weighted average spread of 5.7%

Margin gaps vs. best performer are filled at 20%


TOTAL REVENUES BENEFIT FROM SMALL BUSINESS CLIENTS ESTIMATED AT AROUND EURO 70 MLN IN 2004

Current Clients Target 2004EGroup "worst"performer

Currentweighted avg.performance

Group "best"performer


Margin on Total Customer Volumes (Loans + Deposits) +9%

New Customers

4.1%5.0%

6.2%541,000

580,000


… SMALL BUSINESS IS EXPECTED TO GENERATE TOTAL REVENUE SYNERGIES OF EURO 70 MLN ...

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Target 2004E Current Clients Target 2004E


… AND THE MASS MARKET EURO 60 MLN

EFFECTIVENESS OF GEOGRAPHIC COVERAGE AND COMMERCIAL ACTIVITIES


Specialisation Effect

+5%

Growth Effect

4,810,0005,040,000

Margin on Total Customer Volumes (Loans + Deposits)

New Customers

+10 b.p.

5.0% 5.1%


Documents

UNICREDITO ITALIANO Alessandro Profumo - CEO London - December 19 th, 2001 “CREATION OF UCI’s SEGMENT BANKS: RATIONALE, DRIVERS AND VALUE”