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Creating the First Truly European Bank

Creating the First Truly European Bank. Milan, 13 June 2005. Not for distribution in or into or from the United States, Australia, Canada or Japan. DISCLAIMER.

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Creating the First Truly European Bank

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  1. Creating the First Truly European Bank Milan, 13 June 2005 Not for distribution in or into or from the United States, Australia, Canada or Japan

  2. DISCLAIMER By attending the meeting where this presentation is made you agree to be bound by the following limitations:THIS PRESENTATION IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE FURTHER DISTRIBUTED OR PASSED ON TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. NEITHER THIS PRESENTATION NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA OR AUSTRALIA OR DISTRIBUTED OR REDISTRIBUTED IN JAPAN OR TO ANY RESIDENT THEREOF. THE DISTRIBUTION OF THIS PRESENTATION IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of UniCredit or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in UniCredit or any member of its group or any commitment whatsoever. Persons who intend to participate in the proposed tender offers are reminded that any such participation may only be made solely on the basis of the information contained in the respective offer documents to be issued by UniCredit in accordance with the relevant tender offer and securities laws regulations which may be different from the information contained in this presentation. The information contained in this presentation is not for publication, release or distribution in Australia, Canada, Japan or the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). This presentation and the information contained herein are not an offer of securities for sale in the United States and may not be viewed by persons in the United States except for qualified institutional buyers (as defined in Rule 144A under the Securities Act) (“QIBs”). The securities proposed to be offered in UniCredit have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except to QIBs in reliance on an exemption from, or transaction not subject to, the registration requirements of the Securities Act. The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating. Certain statements in this presentation are forward-looking statements under the US federal securities laws. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These include, among other factors, the satisfaction of the conditions of the offering, changing business or other market conditions and the prospects for growth anticipated by the UniCredit’s management. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. UniCredit does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation.

  3. AGENDA • Strategic Rationale and Transaction Highlights • Leading Pan-European Franchise • A Powerful Combination • Strong Financial Case • Offer Timetable • Closing Remarks

  4. A NEW FORCE IN EUROPEAN BANKING FOCUS ON ONE OF THE WEALTHIEST AREAS AND LEADER IN THE FASTEST GROWING MARKETS IN EUROPE • Leading player in key markets: • More than 28 million customers served through over 7,000 branches1 • 3 neighbouring home markets in Western Europe • Germany: 5% market share2 • Italy: 10% market share2 • Austria: 18% market share2 • Undisputed leader in CEE3 with extensive presence throughout the region • €70bn total assets1, more than twice the second player2 • N. 1 in Poland, Bulgaria and Croatia2 • Top 5 position in 9 countries2 and access to Baltic Countries and Russia • Significant business and geographic diversification and critical mass in scale-driven businesses • Banking operations in 19 countries • Well balanced business portfolio Note: Unless indicated otherwise, information given in this document relates to the combined entity 1 Including Hebros Bank, Eksimbanka, IMB and Yapi. Banca Ion Tiriac not included. Representative offices excluded from number of branches 2 In terms of total assets as of year end 2004 3 For the purposes of this document, CEE includes the following countries: Poland, Hungary, Czech R., Slovakia, Slovenia, Bulgaria, Romania, Croatia, Bosnia Herzegovina, Serbia Montenegro, Turkey, Ukraine, Lithuania, Latvia, Estonia and Russia

  5. A POWERFUL COMBINATION SIGNIFICANT VALUE CREATION • Complementary strengths/sharing of best practices, common product factories, and significant “in-market” synergies (Poland and Croatia) • Close to €1bn of estimated annual pre-tax synergies fully realised by ’08 • Very conservative approach on revenue synergies with room for further upside • Conservative restructuring charges of €1.35bn (c. 150% of cost synergies) • Cash EPS neutral for UniCredit in ’06, positive thereafter • Compelling EPS growth, 26% CAGR ’05-’07 • Target ’07 RoE of 18% • Growing DPS year by year CLEAR GOVERNANCE RULES • A friendly transaction with a shared vision regulated by a Business Combination Agreement (BCA) • Integrated management team based on “blending of the best”… • … with clear accountability to CEO and vis-à-vis Business Plan targets achievement • Proven track-record in managing integration • Minimisation of execution risk

  6. THREE PARALLEL OFFERS HVB Bank Austria BPH Offer Price 1 Based on UniCredit share price as of 10 June 2005 for share-for-share offers 2 Premium calculation based on official closing prices of the various stock exchanges as provided by FactSet 3 Comparing respective exchange ratios with UniCredit closing price on 25 May '05 (the day before the start of significant media speculation) divided by HVB, Bank Austria and BPH respective closing prices on 25 May '05. Exchange ratio €/PLN of 4.193 as of 25 May 2005 4 For HVB and Bank Austria offers calculated respectively as: UniCredit 3-month average closing price on 10 June '05 divided by HVB/Bank Austria 3-month average closing price on 10 June '05, for BPH offer calculated as UniCredit 6-month average closing price on 10 June '05 divided by BPH 6-month average closing price on 10 June '05 5 Based on brokers’ consensus estimates 6 Equal to average share price for the six months preceding the announcement of the Transaction, with the relevant announcement date for purposes of the Austrian offer being 30 May 2005. Price subject to review and approval of the Austrian Takeover Commission 7 Assuming HVB and Bank Austria not tendering their stakes in Bank Austria and BPH of 77.5% and 71.2% respectively 8 Exchange rate €/PLN of 4.027 as of 10 June 2005

  7. THREE PARALLEL OFFERS (CONT’D) • Friendly offer. The Board of Directors of UniCredit and the Management Board of HVB, with the consent of HVB Supervisory Board, approved the transaction • HVB offer conditional upon minimum acceptance level of 65% • Bank Austria and BPH offers not to be consummated prior to the successful completion of HVB offer • Intention to list UniCredit shares on Frankfurt Stock Exchange and on Warsaw Stock Exchange simultaneously with completion • UniCredit newly issued shares entitled to receive full 2005 dividend, payable in 2006 • Offers subject to regulatory approvals

  8. SHAREHOLDER BASE OF THE NEW GROUP Shareholder Base Post Transaction1 • Well-diversified reference shareholder base • Large free float • The transaction would increase UniCredit’s weighting in key domestic and international indices Source: Companies’ data 1 Assuming 100% acceptance of share-for-share offers (HVB, Bank Austria and BPH), excluding shares owned by HVB in Bank Austria and by Bank Austria in BPH respectively

  9. AGENDA • Leading Pan-European Franchise • Strategic Rationale and Transaction Highlights • A Powerful Combination • Strong Financial Case • Offer Timetable • Closing Remarks

  10. UniCredit HVB UniCredit + HVB AT HOME IN THE “HEART OF EUROPE” MORE THAN 28 MILLION CUSTOMERS AND OVER 7,000 BRANCHES WITH BANKING OPERATIONS IN 19 COUNTRIES WITH ROUGHLY 139,000 EMPLOYEES GERMANY: #2 with 5% market share1 • Customer Loans €153bn • Customer Deposits €61bn • Branches 681 • Employees (’000) 26 • Customers 4.0m AUSTRIA: #1 with 18% market share1 • Customer Loans €51bn • Customer Deposits €35bn • Branches 405 • Employees (’000) 12 • Customers 1.8m ITALY: #2 with 10% market share1 • Customer Loans €122bn • Customer Deposits €72bn • Branches 3,137 • Employees (’000) 40 • Customers 6.3m CEE: #1 franchise with size 2x next largest competitor2 • Countries of Presence: 163 • Customer Loans €41bn • Customer Deposits €47bn • Branches 2,800 • Employees (’000)4 58 • Customers 16.4m Source: Company data as of year end 2004, except Hebros Bank as of 2003 1 Ranking measured in terms of total assets. For market share calculations UniCredit and HVB may apply different definitions as far as the underlying data is concerned 2 Including Hebros Bank, Eksimbanka, IMB and Yapi. Banca Ion Tiriac not included. For Yapi included 50% of loans and deposits and 100% of branches and customers. For customer loans, customer deposits, branches, employees and customers data not included for Ukraine and Baltic Countries 3 Including banking activities in Poland, Hungary, Czech R., Slovakia, Slovenia, Bulgaria, Romania, Croatia, Bosnia Herzegovina, Serbia Montenegro, Turkey, Ukraine, Lithuania, Latvia, Estonia and Russia. Excluding representative offices 4 Including 100% Yapi, excluding Hebros Bank, Eksimbanka, IMB, Ukraine and Baltic Countries

  11. SIGNIFICANTLY ENHANCED AND DIVERSIFIED BUSINESS AND GEOGRAPHIC MIX UniCredit HVB UniCredit + HVB €140bn €262bn €402bn (%) (%) (%) 4 2 3 7 10 8 RoW 8 1 6 23 CEE 15 Loans Split by Geography Euro Zone 30 87 Austria 58 Italy 38 Germany €10.4bn €9.3bn €19.7bn (%) (%) (%) 2 5 11 6 Real Estate 11 5 18 13 15 Private Banking & AM RevenuesSplit by Business 29 34 Capital Markets 38 CEE Corporate 38 42 33 Retail Source: Company data as of end 2004 Note: Hebros Bank, Eksimbanka, IMB, Yapi and Banca Ion Tiriac not included

  12. GERMANY • Population of 82.5m (21.6% of EU15) • 22.7% of EU15 GDP • Exports to Italy and Austria: 12.6% of Total1 AUSTRIA • Population of 8.1m (2.1% of EU15) • 2.4% of EU15 GDP • Exports to Germany and Italy: 44.0% of Total1 ITALY • Population of 57.9m (15.1% of EU15) • 13.9% of EU15 GDP • Export to Austria and Germany: 16.0% of Total1 UNIQUE PRESENCE IN SOME OF THE WEALTHIEST REGIONS IN EUROPE GDP per Capita EU15 Average 100% HVB: #1 with 390 branches (57% of total HVB German branches) Bank Austria: #1 with c. 400 branches and 18% market share UniCredit: 2,281 branches (73% of total UniCredit Italian branches) Aggregate exports and imports of Germany, Austria and Italy to CEE equal respectively to 14% and 15% of total Source: Company data, Istat, Eurostat, Bayerisches Landesamt für Statistik und Datenverarbeitung. Data as of year end 2004 Note: Northern Italy includes: Piemonte, Valle d’Aosta, Lombardia, Trentino Alto-Adige, Veneto, Friuli Venezia-Giulia, Liguria and Emilia Romagna 1 Source: IMF, data as of 30 September 2004

  13. UNDISPUTED LEADER IN FAST GROWING CEE MARKETS Total Assets and Branches1 GDP ’04-’07 CAGR6 Total Assets (€bn) Branches 2,800 UniCredit + HVB2 1,242 794 916 3 735 4 7 7 7 7 7 7 692 5 237 1 Source: Company annual reports, analysts’ presentations and press releases. Data as of year end 2004 2 Including Yapi (50% of total assets and 100% of branches), Hebros Bank, Eksimbanka and IMB. Banca Ion Tiriac excluded 3 Data for Raiffeisen International 4 Sum of Société Générale’s CEE activities, i.e. KB, BRD, SG Express Bank, SKB Banka, SGYB, Novosadska as of year end 2004 and BSGV as of year end 2003 5 Sum of Intesa’s CEE activities, i.e. CIB, PBZ, VUB, KMB and Delta Banka 6 Source: EIU 7 GDP CAGR ’04-’06 for Bosnia, Serbia & Montenegro, Croatia, Slovenia and Baltic Countries; GDP Growth ’04-’05 for Ukraine

  14. HIGHLY COMPLEMENTARY CEE FRANCHISE RESULTING IN 9 TOP 5 POSITIONS PLUS ACCESS TO BALTIC COUNTRIES AND RUSSIA Market Share % by Total Assets Leader Top 3 Top 5 n.a. #1 #1 #1 #2 #3 #4 #4 #5 #4 #7 #7 n.a. c. #10 Rank 34.0 24.3 UniCredit HVB 22.0 16.7 11.51 9.6 8.1 8.82 6.1 3 4 Note: Based on the latest available information; for market share calculations UniCredit and HVB may apply different definitions as far as the underlying data are concerned 1 Including 50% of Yapi assets 2 Including Banca Ion Tiriac assets 3 Simple average of market share in Estonia, Latvia and Lithuania 4 Including Estonia, Latvia and Lithuania 5 Source: EIU and Eurostat 6 Including 100% of Yapi branches 7 UniCredit and HVB Ukraine and Baltic Countries branches not included in the number of combined group branches

  15. WELL DIVERSIFIED CEE PRESENCE GENERATING OVER €850M IN PRE-TAX INCOME Total Assets of the Group in CEE by Geography1,2 Pre-Tax Income of the Group in CEE by Geography1,2 €70bn €876m5 Note: 2004 year end exchange ratio applied for assets. For income statement figures, UniCredit applied 2004 year end exchange ratio, HVB annual average exchange ratio 1 Including Yapi (50% of total assets), Hebros Bank, Eksimbanka, IMB. Banca Ion Tiriac excluded. Excluding representative offices 2 Source: 2004 Annual Reports, except from Hebros Bank at year end 2003 3 Only 50% of assets as proportionally consolidated 4 Excluding Yapi, which in 2004 had a negative pre-tax income 5 Pre-tax income weighted according to shareholding in CEE operations

  16. AGENDA • A Powerful Combination • Strategic Rationale and Transaction Highlights • Leading Pan-European Franchise • Strong Financial Case • Offer Timetable • Closing Remarks

  17. BUSINESS FIT ALLOWING FOR SHARING OF BEST PRACTICE UniCredit HVB • Retail Banking • Strong commercial effectiveness • Product innovation capabilities, leveraging on product factories • Private Banking & Asset Management • Pioneer, a global player with rigorous investment discipline and quality performance • Investment Banking/UBM • Undisputed Italian leader in risk management solutions for SMEs • Global Banking Services • Cost management and process redesign skills • Multinationals & IB • Pan-European coverage with clear customer and product focus • Specialist for structured capital markets oriented financing and risk management solutions • Leading European credit arranger and distributor • German Corporates • Outstanding market position in mid-cap finance • Strong focus on commission based business • Product breadth and innovation UniCredit + HVB • CEE • Strong local knowledge of individual CEE countries • Proven delivery of growth and profitability • Integration track-record from successful combination of various banks in different CEE countries

  18. A CUSTOMER CENTRIC GROUP BASED ON WELL DEFINED PILLARS • Increased knowledge of customer needs • Tailored service models • Full management focus and accountability DIVISIONALISATIONBY CLIENT SEGMENT GLOBAL BANKING SERVICES DIVISION AS GROUP EXECUTION MACHINE • Strong control on costs • Centralised IT governance • Maintaining the main existing local legal entities (e.g. HypoVereinsbank and Bank Austria Creditanstalt) • Fine tune to the characteristics of each market • Leverage on already highly recognised brands GROUP PILLARS MULTI-LOCAL APPROACH • Detailed BCA, setting the guidelines • Strong empowerment of CEO • Clear management structure CLEAR GOVERNANCE • Key role of the Integration Officers to ensure delivery of synergies • Full accountability of Integration Officers, members of Management Committee INTEGRATION OFFICERS

  19. EFFECTIVE DIVISIONAL BUSINESS MODEL BASED ON CUSTOMER SEGMENTS Holding Retail Corporates and SMEs Private Banking & AM Multinat.1,2 & Investment Banking2 Global Banking Services2 CEE Divisions Munich Milan Munich Milan Milan Headquarters Vienna Italy Germany Regional Entities Austria Product factories will belong to one division existing legal entity 1 Includes Large Corporate 2 Activities currently performed by different legal entities of UniCredit Group

  20. TARGET STRUCTURE WITH MAIN SUBSIDIARIES (ITALY, GERMANY, AUSTRIA AND CEE) DIRECTLY HELD BY UNICREDIT Intermediate Structure TargetStructure UniCredit UniCredit UniCreditItaly HVB UniCreditItaly HVB Pekao OtherUniCreditCEE c BankAustria CEEHolding 78% Bank Austria Pekao + BPH Other UniCredit CEE + HVB CEE 71% Other HVBCEE BPH It is being considered the possibility to create a CEE Holding

  21. A UNIFIED MANAGEMENT TEAM WITH CLEAR ACCOUNTABILITY UNICREDIT BOARD OF DIRECTORS (“BoD”) • New BoD appointed for term of 3 years • Increased from 20 to 24 Board Members (of which 1/3, including Chairman, HVB proposals) • CEO, Alessandro Profumo, in charge of management of combined group • Dieter Rampl proposed as Chairman • Appointed by the UniCredit BoD with initial members proposed by UniCredit and HVB respectively • Formed by 11 members • CEO: Alessandro Profumo • Head of Retail Division: Roberto Nicastro • Head of Private Banking and Asset Management Division: Dario Frigerio • Head of Corporate/SMEs Division: joint proposal of the CEO and the future Chairman • Head of Multinationals/Investment Banking Division: Dr. Stefan Jentzsch • Head of CEE Division: Dr. Erich Hampel • Head of Global Banking Services Division: Paolo Fiorentino • CFO: Ranieri de Marchis • CRO: Dr. Michael Kemmer • Integration Officer: Andrea Moneta • Deputy – Integration Officer: to be proposed by the future Chairman MANAGEMENT COMMITTEE

  22. €1 BILLION EXPECTED GROSS SYNERGIES Breakdown of Cost Synergies by Source (€m) Expected Gross and Net Synergies (€m) • Revenue synergies: 0.5% of combined 2004 revenues • Cost synergies: 7.4% of combined 2004 costs Restructuring charges: • €1.35bn (c.150% of pre-tax cost synergies) • Fully expensed in ’05 P&L 420 310 IT and Transactional Services Corporate and IBK Retail and Private Banking & AM Workforce Right-sizing 1 Net synergies calculated applying a tax rate incorporating fiscal benefits arising from HVB existing tax shield. Not including tax benefit on restructuring charges

  23. ESTIMATED SYNERGIES MORE CONSERVATIVE THAN THOSE ANNOUNCED IN RECENT CROSS-BORDER TRANSACTIONS Synergies Breakdown One-off Costs/Synergies n.a. UniCredit - HVB UniCredit - HVB Cost Synergies/Cost Base1 Revenue Synergies/Revenue Base1 UniCredit - HVB UniCredit - HVB Source: Company analysts’ presentation and press releases, internal analysis 1 Revenues base and cost base of the smaller entity. HVB considered as smaller entity

  24. WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES Area1 Synergies (2008E) Main Drivers 100% 100% 100% Total Synergies: % Cost % Revenue 1 The divisional breakdown is preliminary and subject to possible changes

  25. WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES Area1 Synergies (2008E) Main Drivers 100% 65% 35% 40% 60% 91% 9% Total Synergies: % Cost % Revenue 1 The divisional breakdown is preliminary and subject to possible changes

  26. FURTHER POTENTIAL BENEFITS NOT INCLUDED IN SYNERGY CALCULATION • Improve product mix towards higher value-added products for retail customers • Enhanced competitive strength of Pioneer on institutional mandates • Potential revenue synergies on private banking customers • Significant revenue potential arising from more in-depth knowledge of the combined Group’s corporate and SMEs client base resulting in improved tailored client solutions (e.g. foreign trading, lending activities, transactional services) • Brand awareness/value leveraged through 7,000 branches in 19 countries • Prudent estimate of restructuring charges

  27. AMBITIOUS TRANSACTION BUT …… PROVEN MANAGEMENT TRACK RECORD IN INTEGRATION 2002: “S3 Project” EPS(€) 2001 2004 • Creation of a single bank out of 7 and spin-off into 3 segment-focused banks in just one year • Leverage on a single IT platform, centralised back-office and product factories +21% 0.28 0.34 2000: Acquisition of Pioneer Total AUM (€bn) 2000 May 2005 • Integration of investment and research processes into 3 strategic hubs: Milan, Dublin, Boston ~113 >140 1999-…: development of a leading presence in CEE RoE 1999 2004 • Know-how transfer through projects and people • Specialised service models by customer segment • Pekao: net income from €37m in ’99 to €335m in ’04 4.2% 19.9%

  28. AGENDA • Strong Financial Case • Strategic Rationale and Transaction Highlights • Leading Pan-European Franchise • A Powerful Combination • Offer Timetable • Closing Remarks

  29. MAIN FINANCIAL TARGETS 2004 Pro-Forma 2005E 2007E CAGR’04-’07E CAGR’05-’07E 2005E 2007E CAGR’05-’07E Cash EPS neutral in 2006 for UniCredit shareholders, positive from 2007 onwards. Significantly accretive for HVB shareholders at the outset Note: Assuming (i) 100% acceptance of 100% share-for-share offers for HVB, Bank Austria and BPH, excluding share owned by HVB in Bank Austria and Bank Austria in BPH respectively; (ii) €985m/€745m of pre-tax/post-tax target synergies (full achievement in 2008), €1,350m pre-tax restructuring charges fully expensed to P&L in 2005. UniCredit data pro-forma for the acquisition of Yapi 1 Calculated as net income of the period/(shareholders’ equity – net income of the period). Shareholders’ equity before dividend distribution 2 Pre-restructuring costs

  30. STRONG CASH GENERATION SUPPORTING CORE TIER I BUILD-UP Capital Ratios Evolution1 Multiple Actions Available to Generate Capital • Commitment in the BCA to a short term target Core Tier I of 6.0% and a long term one of 6.8% • Strong organic capital generation: >50 bps per year from 2006 • Capital improvement of c. 20 bps to be achieved through a combination of: • Issuance of non-dilutive capital instruments • Disposal of non-strategic assets • Securitisations 6.2% 7.0% 7.5% Tier I Ratio1 20bps 20bps Core Tier I Ratio 5.8% 6.4% 433 440 459 RWA (€bn) Note: Assuming (i) 100% acceptance of 100% share-for-share offers for HVB, Bank Austria and BPH, excluding share owned by HVB in Bank Austria and Bank Austria in BPH respectively; (ii) €985m/€745m of pre-tax/post-tax target synergies (full achievement in 2008), €1,350m pre-tax restructuring charges fully expensed to P&L in 2005 and (iii) assuming HVB’s hybrid capital instruments fully recognised as Tier I. UniCredit data pro-forma for the acquisition of Yapi 1 Including additional measures already planned

  31. AGENDA • Offer Timetable • Strategic Rationale and Transaction Highlights • Leading Pan-European Franchise • A Powerful Combination • Strong Financial Case • Closing Remarks

  32. OFFER TIMETABLE 12 June • Announcement of the offers for HVB, Bank Austria and BPH 14 June/1 July • Roadshow 27 July • UniCredit Extraordinary Shareholders’ Meeting to approve capital increase (First Call) End of August • Publication of offer documents for HVB, Bank Austria and BPH offers (subject to regulatory approvals) Beginning of October • Closing of offer Period in Germany, Austria and Poland (subject to regulatory approvals)

  33. AGENDA • Closing Remarks • Strategic Rationale and Transaction Highlights • Leading Pan-European Franchise • A Powerful Combination • Strong Financial Case • Offer Timetable

  34. A SHARED VISION SUPPORTED BY SOLID PILLARS • New force in European banking with focus on the wealthiest and fastest growing areas • Leading presence in three neighbouring home markets (Germany, Austria and Italy) also leveraging on their significant commercial relationships with CEE • Undisputed leader in CEE (more than 2x the second player) with extensive presence throughout the region • Significant diversification both by business and geography • Strong value creation mostly related to cost synergies, with upside on the revenue side • Limited execution risk due to friendly nature of the transaction, strong empowerment of CEO with clear accountability of top-management and UniCredit proven track-record in managing integration

  35. INVESTORS AND ANALYSTS: KEY CONTACTS UniCredit HVB

  36. Creating the First Truly European BankQ & A Milan, 13 June 2005

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