An introduction to the UBI Banca Group July, 2014 Disclaimer This document has been prepared by Unione di Banche Italiane Scpa (“UBI”) for informational purposes only. It is not permitted to publish, transmit or otherwise reproduce this document, in whole or in part, in any format, to any third party without the express written consent of UBI and it is not permitted to alter, manipulate, obscure or take out of context any information set out in the document. The information, opinions, estimates and forecasts contained herein have not been independently verified and are subject to change without notice. They have been obtained from, or are based upon, sources we believe to be reliable but UBI makes no representation (either expressed or implied) or warranty on their completeness, timeliness or accuracy. 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Methodology All data are as at 31st March 2014 unless otherwise stated. Agenda The UBI Banca Group Background UBI Banca and its Peers UBI Banca’s profile in a snapshot The Group Structure Presence in Italy The UBI Banca International Network Contacts Annexes Page 2 Background Unione di Banche Italiane Scpa (“UBI Banca”) was formed following the merger of the BPU Banca and Banca Lombarda e Piemontese Groups (1st April 2007) The history of UBI Banca is marked by a succession of mergers which have led banks with strong roots in local communities to become the significant reality that exists today and employs approximately 18,300 people. Birth of the “Banca Mutua Popolare della Città e Provincia di Bergamo” , subsequently renamed “Banca Popolare di Bergamo” (BPB) 1869 1883 Birth of the “Credito Agrario Bresciano” (CAB) Page 3 Birth of the “Società per la Stagionatura e l’Assaggio delle Sete ed Affini” subsequently renamed “Banca Popolare Commercio e Industria” (BPCI) 1888 1888 Birth of the “Banca San Paolo di Brescia” (BSPB) Merger of BPB and “Credito Varesino” (BPB-CV) 1992 1963 BSPB acquires “Banca di Valle Camonica” (BVC) Acquisition of “Banca Popolare di Ancona” (BPA) by BPB-CV. Birth of the BPB-CV Group 1996 1998 Merger of CAB and BSPB with the creation of “Banca Lombarda” as parent company and contribution of branch network of CAB and BSPB to “Banco di Brescia”0 Acquisition of “Banca Carime” by BPCI 2001 Birth of the “BPU Banca Group” from the integration of BPB-CV and BPCI 2003 2000 Acquisition of “Banca Regionale Europea”* by Banca Lombarda. The Group takes the name of “Banca Lombarda e Piemontese Group” * Banca Regionale Europea was created in 1994 following the merger between “Cassa di Risparmio di Cuneo” and “Banca del Monte di Lombardia” 1st April 2007 Birth of “UBI Banca” following the merger of the BPU Banca Group and the Banca Lombarda e Piemontese Group Background UBI Banca is a “popular” bank with the legal status of a joint stock co-operative company. According to its by-laws, each registered shareholder has the right to cast one vote (to become a registered shareholder it is necessary to possess and hold at least 250 shares). There is therefore no reference shareholder*. UBI Banca is the only listed bank in the Group No one may hold shares amounting to more than 1% of the share capital (with the exception of collective investment companies) The said principles are equally applied to listed and nonlisted popular banks On the basis of the latest update of the shareholders’ register, registered shareholders number 77,500. If non registered shareholders are also considered, total shareholders (registered and unregistered) number above 151,000. UBI Banca’s governance model is based on a “dualistic” system. Under this dualistic governance system a shareholders’ meeting appoints a Supervisory Board (strategic policy-making and supervision), which then appoints a Management Board (day by day management of the company) 37.4 Market Capitalisation as at 27th June 2014 (EUR bln) Source: “Il Sole 24ore” – Italian Financial Newspaper – dated 28th June 2014 36.2 ~7.5** 5.9 4.6 3.0 ** Market capitalization calculated on last price of rights on 20th June 2014 (capital increase for 5 bln€ to be completed) Page * A distinction is made between registered shareholders, a status acquired following acceptance decided by the Management Board and enrolment in the shareholders’ register with the right to participate in shareholders’ meetings, and non registered shareholders whose rights are financial only. For the purposes 4 of acceptance as a registered shareholder, certificates testifying to the ownership of at least 250 shares must be presented, while should they no longer be held, this shall result in the loss of registered shareholder status in accordance with the law 2.2 UBI Banca and its Peers Customer Loans as at 31st March 2014 (EUR bln) Total Assets as at 31st March 2014 (EUR bln) 842 485 625 339 4th 127 Unicredit Group Intesa Monte San Paolo dei Paschi di Siena 131 5th 201 87 124 Banco Popolare 46 61 49 Gruppo BPER UBI Banca Banca Popolare di Milano Total Direct Funding as at 31st March 2014 (EUR bln) Unicredit Group Intesa Monte San Paolo dei Paschi di Siena UBI Banca 2,373 129 1,990 89 46 Page 5 UBI Banca Source: Press releases. Banca Popolare di Milano 5th 4th Intesa Monte San Paolo dei Paschi di Siena Gruppo BPER 6,134 372 Unicredit Group Banco Popolare 33 No. of Branches as at 31st March 2014 7,921 560 91 86 Banco Popolare Gruppo BPER 1,730 1,302 36 Banca Popolare di Milano Monte Unicredit Intesa Group San Paolo dei Paschi di Siena Banco Popolare UBI Banca 716 Gruppo Banca BPER Popolare di Milano UBI Banca’s profile in a snapshot: predominant retail business, solid capital base and low risk profile Strong competitive positioning 1st Italian cooperative banking Group by market capitalization EUR 87.1 bn customer lending and EUR 90.8 bn direct funding (loan/deposit ratio: 95.9%) As at Dec 2013, 81.6% of loans to customers were granted in Northern Italy, 10.1% in Central Italy and 8.3% in Southern Italy, while 72.6% of customer deposits came from Northern Italy, 12.4% from Central Italy and 15% from Southern Italy* Capital ratios as at 31 March 2014: CET 1 ratio (phased in):12.2%; CET 1 ratio (fully loaded) under Basel 3 rules: 11.2% Solid Capital and Balance Sheet Position Low Leverage ratio (tangible assets / (tangible equity+non-controlling interests+net result for the period)): 14.1X. Applying Basel 3 requirements, leverage ratio (tier one capital / (on- and off-balance-sheet assets)) stands at 5.16% as at 31 Dec 2013 Sound Liquidity position: The Group already complies with the Net stable Funding Ratio and Liquidity Coverage Ratio as per Basel 3 requirements (also net of LTRO) Good Asset Quality Good asset quality compared to the Italian banking system (Net NPLs (“sofferenze”) /Total Loans 4.07%; Italian Banking system 4.27%) Annualised cost of credit of 91 bps of total loans Focus on traditional banking activities: Customer loans/total assets at 70.2% Low Risk Profile Funding mainly from own customer base (approx. 80%); limited recourse to institutional markets (MTNs, CBs, CP, CD and Preference shares altogether represent approx. 16% of total funding) Financial assets/total assets: 18.7%. Italian Govies represent 17.0% of total assets Page 6 Figures as at 31st March 2014 unless otherwise stated * Data referred to banking perimeter only. The Group Structure UBI BANCA provides management, co-ordination, control and supply of centralized services to the network banks (single IT System, centralised risk management, centralised finance and treasury, commercial coordination, credit coordination, logistics, purchasing, on line banking, etc...) 8 DOMESTIC NETWORK BANKS 353 branches MAIN PRODUCT COMPANIES 100.00% ASSET MANAGEMENT 316 branches Northern Italy 212 branches 244+3* branches 66 branches Central Italy 213 branches Southern Italy 242 branches 21 branches 677 fin. advisors 100.00% UBI Pramerica (partnership with Prudential US) FACTORING UBI Factor LEASING UBI Leasing 75.08% (1) 74.75% (2) 82.96% (3) 93.01% (4) NON-LIFE BANCASSURANCE UBI Assicurazioni (partnership with BNP Paribas/Ageas) LIFE BANCASSURANCE * Aviva Vita (partnership with Aviva) Aviva Assic. Vita (partnership with Aviva) Lombarda Vita (partnership with Cattolica) ON LINE TRADING IW Bank 92.84% (5) 100.00% *Redefinition of Aviva partnership and minorities structure announced on 16 April 2014, expected to be completed within end 2014 (see related press release) Ownership Information updated as at 31 March 2014 N. of branches updated as at May 2014; * indicates branches outside Italy Page 7 1) moreover, 8.69% of capital held by Aviva, 16.23% of capital held by Fondazione Banca del Monte di Lombardia 2) further 24.90% of Banca Regionale Europea capital held by Fondazione Cassa di Risparmio di Cuneo and the rest by minority shareholders 3) moreover, 6.38% of capital held by Cattolica Assicurazioni and the rest by minority shareholders 4) moreover, 6.49% of capital held by Aviva and the rest by minority shareholders 5) moreover, 7.15% of capital held by Aviva and the rest by minority shareholders Presence in Italy Introduction to the UBI Banca Group: Predominant Retail Business and Strong Northern Italian Franchise 1 795 196 47 Approx. 3.7 million clients, mainly retail 10 1 35 1,673 branches, of which 795 in Lombardy (which generates over 20% of Italian GDP) 44 7 Market share in terms of branches above 20% in some of the richest Provinces such as Bergamo, Brescia and Varese 81 18 110 17 6 84 101 27 1 92 Current Market Shares* Branches accounts & deposits % Loans Bergamo Brescia Varese Cuneo 40.4 35.0 20.9 15.6 22.1 22.5 23.4 24.0 29.4 27.5 27.4 19.3 National market share of 5.4% in terms of branches 1,673 branches in Italy + 6 branches abroad (as at May 2014) Page 8 * Market shares calculated as at 31st Dec 2013 . Agenda UBI Banca International Network International Network Presence in the world Page 9 International Network COMMERCIAL BANKS FOREIGN BRANCHES MENTON, NICE AND ANTIBES (Banca Regionale Europea) REPRESENTATIVE OFFICES SUBSIDIARIES FOREIGN BRANCHES KRAKOW (UBI Factor) SHANGHAI (Zhong Ou Asset Management Company) FOREIGN BANKS Head office in Luxembourg SUBSIDIARIES UBI TRUSTEE SA (Luxembourg) Page 10 BRANCHES LUXEMBOURG MADRID MUNICH MOSCOW SAO PAULO MUMBAI SHANGHAI HONG KONG VIENNA (Business Consultant) Presence in the world Munich UBI Banca International Branch Krakow UBI Factor Branch Vienna Business Consultant Moscow Representative Office Luxembourg • UBI Banca International • UBI Trustee SA Antibes, Menton, Nice Banca Regionale Europea Branches Shanghai Representative Office Madrid UBI Banca International Branch Shanghai Zhong Ou Asset Management Company Co. Ltd* Hong Kong Representative Office São Paulo Representative Office Page 11 Mumbai Representative Office * Joint-venture in which UBI Banca holds 35% of the total share. (Other partners: Guodu Securities Co. Ltd. holds 30% of the total share, Beijing Baijun Investment Co., Ltd holds 30% of the total share and WinnerKey Investment Co. Ltd holds 5% of the total share). At 31st December 2013, the ex Lombarda China Fund Management Co., actives in the management of retail funds and of IPO, handled an AUM of 14.5 billions of Rmb (about 1.7 billions of euro). Agenda Contacts UBI Banca Correspondent Banking Representative Offices Contacts Page 12 UBI Banca Sergio Passoni Head of Global Transaction and Operations Isabella Moavero - Head of Correspondent Banking and Representative Offices Correspondent Banking - correspondent.banking@ubibanca.it Alistair Newell Area Manager alistair.robert.newell@ubibanca.it BANGLADESH INDIA MALDIVES PAKISTAN SOUTH EAST EUROPE SRI LANKA Western Europe: UKBALTIC COUNTRIES SCANDINAVIA IRELAND ICELAND CYPRUS GREECE Western Europe: MALTA CYPRUS GREECE IRELAND MALTA UK Page 13 Marco Camozzi Lorenzo Tassini Area Manager Area Manager Area Manager marco.camozzi@ubibanca.it lorenzo.tassini@ubibanca.it ernst.rolf.hartmann@ubibanca.it AUSTRALASIA ASIA NORTH AMERICA RUSSIA AND CIS COUNTRIES AFRICA MIDDLE EAST TURKEY Ernst Rolf Hartmann LATIN AMERICA CARIBBEAN EASTERN EUROPE ISRAEL Western Europe: Western Europe: AUSTRIA GERMANY SWITZERLAND PORTUGAL SPAIN BELGIUM FRANCE LUXEMBOURG NETHERLANDS VATICAN CITY MONTE-CARLO Representative Offices Contacts HONG KONG MUMBAI SHANGHAI Mr Andrea Croci Ms Rajeshree Balsari Ms Lu Bo hongkong@ubihk.com mumbai@ubibanca.com office@ubibanca.sh.cn Suite 2911, Tower Two, Times Square 1, Matheson St. Causeway Bay Hong Kong - S.A.R. 92 Mittal Chambers, 9th Floor, Nariman Point, 400 021 Mumbai - India The Center Suite 3304 989, Changle Road 200031 Shanghai – China Tel. +852 2878 7393 Fax +852 2878 7932 Tel. +91 22 22023601 Fax +91 22 22023603 MOSCOW SAO PAULO Tel +86 21 61675333 Fax +86 21 61675582 VIENNA (Business Consultant) Mr Ferdinando Pelazzo Mr Isidoro Guerrerio Ms Annick Stockert moscow@ubibanca.com saopaulo@ubibanca.com annick.stockert@esterni.ubibanca.it 10, Nikolskaya str., 4th floor, Business Centre “Nikolskaya Plaza” 109012 Moscow - Russia Al. Ministro Rocha Azevedo, 456 Ed. Jaù - 4° And.Cj.402 CEP 01410-000 São Paulo Brazil Seilerstätte 16/11 1010 Vienna Austria Tel. +55 11 3063 0454 Fax +55 11 3063 3785 Tel. +43 1 514 37 26 Fax +43 1 514 37 60 Tel. +7 495 725 4466 Fax +7 495 725 4465 Page 14 Agenda Annex Foreign Banks Product Companies Group Results Group BIC codes Page 15 Foreign Banks Qualified and specific services offered to Corporate customers: establishment of international companies trustee operations and corporate financing payment services corporate and syndicated loans issuance of bonds and international guarantees cash pooling factoring Services offered to Private customers: wealth management and investment advisory; heritage and personal wealth planning with tailor made financial engineering solutions; investment Funds and Sicav; financial and asset planning with tailored engineering solutions; term deposits in all major currencies,; trading and safekeeping of securities on all the major stock and bond markets; spot and forward foreign exchange transactions; services for the establishment of Trust Companies through UBI Trustee SA based in Luxembourg. Leasing UBI Leasing offers its clients financing for asset acquisition such as: instrumental leasing, real estate leasing, car leasing, aero naval leasing as well as specific insurance and accessory services. 7.4 bln EUR in net Loans to Customers Page 16 Data as at 31.12.2013 Product Companies Factoring UBI Factor offers highly specialized factoring services to companies and public administrations. The company is based in Milan with a capillary structure across the national territory and is present also in Poland with its Krakow subsidiary. Since 1984 UBI Factor is part of the Factors Chain International network which allows it to retain a presence in more than 75 countries and with more than 270 foreign partners. 7.6 bln EUR Turnover; 2.3 bln EUR net Loans to Customers Asset Management – Joint Venture with Prudential US UBI Pramerica develops, manages, markets and distributes a wide range of financial products and services dedicated to private customers and institutions. It has been awarded various international prizes. 27.8 bln EUR in Assets Under Management Online Trading IW Bank is a market leader in online trading in Italy with a strategy based on three fundamental objectives: continuous product/service innovation, constant development of technological platforms, professional support for the customer. 6.8 mln of transactions executed over the period (FY13) Page 17 Data as at 31.12.2013 UBI Banca Main Consolidated figures Main balance sheet figures Dec 2013 Mar 14 Figures in millions of euro Loans to customers 88,421 87,095 Direct funding 92,604 90,844 of which: Direct Funding from Ordinary Customers (current accounts + retail bonds) 74,660 74,920 of which: Direct Funding from Institutional Customers 17,944 15,924 10,888 11,389 124,241 123,983 Loans to customers / total assets 71.2% 70.2% Indirect funding (AuM + AuC) 71,652 73,392 of which: AUM 39,554 39,796 of which: AUC 32,098 33,596 Net Interbank exposure (not included in Direct Funding – mainly LTRO) Total assets Page 19 Page 20 Lending volumes trends vs. Dec 2013 show a decrease of 1.5% reflecting weakness in GDP and low demand Net of volatile CCG (Cassa di Compensazione e Garanzia, Italian Clearing House) repos, Direct Funding grows by 2.7% vs Dec. ‘13, driven by bond issuances both to ordinary customers of the Network Banks and to institutional investors As at 31 March 2014, Loan to Deposit Ratio: 95.9% Liquidity buffer: Eligible Assets as at 5th May 2014: € 33.2 bln (of which € 19.6 unencumbered representing approx. 46% of Short Term Deposits 1Q14: improving profitability and cost control confirmed * € mln Page 20 * Loan loss provisions at 198.6 mln euro in 1Q14. In terms of cost of credit, they correspond to 91 bps for the UBI Banca Group vs. an average 108 bps for the other 6 major Italian banking Groups reported in slide n° 5 Group BIC codes BEPOIT21 BCABIT21 BREUITM1 POCIITM1 BLOPIT22 BPAMIT31 CARMIT31 BVCAIT21 BLPIIT21 CABILULL Page 21 BIC ACTIVE BIC NON ACTIVE UBIBESMM Madrid Branch BEPODEMM Munich Branch