An introduction to the UBI Banca Group December 2015 Disclaimer This document has been prepared by Unione di Banche Italiane Spa (“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 30th September 2015 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 Spa (“UBI Banca”) was formed following the merger of the skills and experience 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 the significant reality of today 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 1992 CAB acquires “Banco di San Giorgio” (BSG) 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 1998 Merger of CAB and BSPB Banca Lombarda. The Group takes with the creation of the name of “Banca Lombarda” as “Banca parent company and Lombarda e contribution of branch network of CAB and BSPB Piemontese Group” to “Banco di Brescia”0 * 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 12 Oct 2015: UBI becomes a Joint Stock Company Background UBI Banca is a joint stock company as from the 12th of October 2015. The transformation from co-operative was approved by a general meeting of the shareholders on 10th October 2015, after a recent Law dated March 2015 established that cooperative banks with total assets above 8€ bln must transform into Joint Stock Companies. UBI Banca is listed on the Milan Stock Exchange and included , among others, in the FTSE/MIB and in the FTSE4Good indexes. UBI Banca’s governance model is based on a “dualistic” system. Under this dualistic governance system, the shareholders appoint a Supervisory Board (strategy and supervision); the Supervisory Board, in turn, appoints a Management Board (day-byday management of the bank) 51.3 30.3 Market Capitalisation* as at 2015 (EUR bln) 15th December Source: “Il Sole 24ore” – Italian Financial Newspaper – Dated 16th December 2015 * Total shareholders (voting and non voting) number around 155,000 Page 4 #3 5.5 4.4 3.9 3.5 3.3 UBI Banca and its Peers No. of branches as at 30th September 2015 Total assets as at 30th September 2015 (€ bln) 7,055 874 5,593 668 2,219 #5 1,813 1,561 1,245 123 655 Customer loans as at 30th September 2015 (€ bln) 116 61 50 Total direct funding as at 30th September 2015 (€ bln) 588 474 359 345 113 #4 #4 84 123 79 43 Page 5 #5 170 Source: Press releases and periodic reports 33 89 86 46 37 UBI Banca’s profile in a snapshot: predominant retail business, solid capital base and low risk profile 3rd Italian commercial banking Group by market capitalization Strong competitive positioning Solid Capital and Balance Sheet Position EUR 85.3 bn customer lending and EUR 89.0 bn direct funding (loan/deposit ratio: 94.2%) As at 30 June 2015, 81% of loans to customers were granted in Northern Italy, 10.7% in Central Italy and 8.3% in Southern Italy, while 73.2% of customer deposits came from Northern Italy, 12.1% from Central Italy and 14.7% from Southern Italy Capital ratios as at 30 Sept 2015: CET 1 ratio phased in: 13% vs. 9.5% SREP requirement disclosed in Feb ‘15 CET 1 ratio fully loaded under Basel 3 rules: 12.56% Leverage ratio under Basel 3 (tier one capital / (on- and off-balance-sheet assets)) is at 6.22% phased in, 6.04% fully loaded 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 TLTRO) Good Asset Quality Good asset quality compared to the Italian banking system Annualised cost of credit of 89 bps of total loans vs. 97 bps of Italian Peers** Focus on traditional banking activities: Customer loans/total assets at 72.5% Low Risk Profile Funding mainly from own customer base (approx. 80%); limited recourse to institutional markets Financial assets/total assets: approx. 17%. Italian Govies represent approx. 16% of total assets Page 6 Figures as at 30th September 2015 unless otherwise stated * Data referred to banking perimeter only. ** UCG, ISP, BP, MPS, BPER and BPM 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...) NETWORK BANKS MAIN PRODUCT COMPANIES 350 branches 288 branches Northern Italy 196 branches 207+3* branches 65 branches Central Italy 208 branches Southern Italy 216 branches ** 21 branches, ~ 809 financial advisors 100.00% 100.00% 83.76% (1) 74.77% (2) 98.16% ASSET MANAGEMENT UBI Pramerica (partnership with Prudential US) FACTORING UBI Factor LEASING UBI Leasing LIFE BANCASSURANCE Lombarda Vita (partnership with Cattolica) Aviva Vita Spa Aviva Assicurazioni Vita Spa 99.57% 99.99% 100.00% Information updated as at 30 September 2015, unless otherwise stated * indicates branches outside Italy **Merger between IW Bank and UBI Private Investment completed on 25 May 2015 Page 7 1) moreover, 16.24% 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 8 Presence in Italy Introduction to the UBI Banca Group: Predominant Retail Business and Strong Northern Italian Franchise 9 1 1 758 Approx. 3.6 million clients, mainly retail 27 1,555 branches, of which 758 in Lombardy (which generates over 22.3% of Italian GDP) 169 37 43 7 Market share in terms of branches above 20% in some of the richest Provinces such as Bergamo, Brescia and Varese 80 18 106 17 6 78 94 19 1 84 Current Market Shares* Branches accounts & deposits % Loans Bergamo Brescia Varese Cuneo 38.8 34.4 21.5 16.5 22.6 22.0 24.2 20.4 30.2 25.9 27.4 17.6 National market share of 5.1% in terms of branches 1,555 branches in Italy + 6 branches abroad As at 30th September 2015 Page 8 * Market shares calculated as at 30th June 2015 in terms of branches and as at 31st December 2014 in terms of volumes. 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) MOSCOW SAO PAULO MUMBAI SHANGHAI HONG KONG VIENNA (Business Consultant) NEW YORK (Upcoming opening 2015) FOREIGN BANKS Head office in Luxembourg SUBSIDIARIES UBI TRUSTEE SA (Luxembourg) Page 10 BRANCHES LUXEMBOURG MADRID MUNICH CASABLANCA (Upcoming opening 2015) DUBAI 2015 upcoming opening of Representative Office New York Representative Office Casablanca 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 • UBI Management Co 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 * Joint-venture in which UBI Banca holds 35% of the total share. Page 11 Dubai Representative Office Mumbai Representative Office Agenda Contacts UBI Banca Correspondent Banking Representative Offices Contacts Page 12 Sergio Passoni UBI Banca Head of Global Transaction and Operations Isabella Moavero - Head of Correspondent Banking and Representative Offices Correspondent Banking - [email protected] Alistair Newell Relationship Manager [email protected] • Indian Subcontinent, China & Far East, Oceania Ernst Rolf Hartmann Relationship Manager [email protected] • North America, Central America, South America, Caribbean, Israel Page 13 Lorenzo Tassini Relationship Manager [email protected] • Turkey, Middle East, Africa, Europe & CIS Countries Marco Camozzi Relationship Manager [email protected] • Global Players – Responsible for relationships with multiregional banking groups & Special Projects Representative Offices Contacts MUMBAI Ms Rajeshree Balsari [email protected] 92 Mittal Chambers, 9th Floor, Nariman Point, 400 021 Mumbai - India Tel. +91 22 22023601 Fax +91 22 22023603 MOSCOW HONG KONG SHANGHAI Mr Andrea Croci Ms Lu Bo Mr Luigi Landoni [email protected] [email protected] Suite 2911, Tower Two, Times Square 1, Matheson St. Causeway Bay Hong Kong S.A.R. The Center Suite 3304 989, Changle Road 200031 Shanghai – China Office 113, Level 1, Tower 1 Al Fattam Currency House, Dubai Intl Financial Centre Dubai, UAE P.O. BOX 506989 Tel. +852 2878 7393 Fax +852 2878 7932 Tel +86 21 61675333 Fax +86 21 61675582 SAO PAULO VIENNA (Business Consult.) Mr Ferdinando Pelazzo Mr Isidoro Guerrerio Ms Annick Stockert [email protected] [email protected] [email protected] .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. +7 495 725 4466 Fax +7 495 725 4465 Tel. +55 11 3063 0454 Fax +55 11 3063 3785 Tel. +43 1 514 37 26 Fax +43 1 514 37 60 Page 14 DUBAI (since Aug 2015) Tel +971 4 3277289 Fax +971 4 3277290 Agenda Annex Group Results Product Companies Group BIC codes Page 15 The UBI Banca Group: consolidated results as at 30th September 2015 MAIN INCOME STATEMENT ITEMS Figures in € mln Net interest income 9M14 9M15 % change 9M15 vs 9M14 1,376 1,246 Net commission income 908 970 6.8% Net result from finance 151 139 (7.7%) 14 53 28 100.8% (47.6%) 29 23 (19.6%) 8 13 4 (56.1%) (73.3%) Other income items 102 93 (8.6%) OUTLOOK42 32 31 (24.9%) (2.4%) Operating income 2,558 2,467 (3.5%) Staff costs (977) (973) (0.4%) Other administrative expenses (458) (455) (0.8%) The overall income be higher than(10.1%) in 822 trend for operating 843 758 is forecast to(7.7%) the third quarter although with differing contributions from the (329) (320) (318) (3.3%) (0.6%) individual components: Net impairment losses on property, equipment and investment property and intangible assets (128) (115) (10.2%) (1,563) (1,542) (1.3%) 995 925 (7.0%) (626) (558) (10.9%) Profits of equity-accounted investees Operating expenses Net operating income Net impairment losses on loans (9.5%) % change % change Profit net of non recurring items to 136 million, the 3Q14 2Q15 3Q15 3Q15 vs 3Q14 3Q15 vs 2Q15 highest half year results since 2H2008. (14.8%) (+17.2% (4.3%) Stated468 Profit for 417 the period399 to 124.4 million 299 328 300 0.7% (8.4%) vs 106.2 in 1H2014) Net impairment losses on other financial assets and liabilities (2) (6) n.s. Net provisions for risks and charges (4) (48) n.s. Profits (losses) from disposal of equity investments (0) 0 n.s. 362 314 (13.4%) Taxes on income for the period from continuing operations (187) (128) (31.8%) Profits for the period attributable to non-controlling interests (25) (23) (9.3%) (1) n.s Pre-tax profit from continuing operations Charges for exit incentives (net of tax and non-controlling interests) Profit for the period 150 162 8.1% Profit for the period NET OF NON-RECURRING ITEMS 175 176 0.3% PPA allocated line by line Page 16 (147) (165) (142) (3.7%) (14.2%) ‐ the pressure on net interest income may continue, although to a (42) extent than (39) (37) (13.0%) (5.9%) lesser in the third quarter, in a background of limited growth in loans and strong competition on spreads at system level (518)following the (524) (497) (5.3%) and continuation of the strategy(4.2%) to re-position the proprietary securities portfolio; 303 319 262 (13.8%) (17.9%) ‐ net income from the usual (197)fee and commission (199) (169) should benefit (14.5%) (15.3%) positive seasonal factors normally experienced in the last quarter (0) (2) (3) n.s. 28.2% of the year; ‐ a favourable environment for containing sovereignn.s. risk could allow n.s. 0 0 0 better results to be achieved for trading and hedging activity than 93 72 (31.7%) (22.9%) in 105 the previous quarters. (1) (25) (19) n.s. (24.9%) (45.1%) (22.9%) Actions (52) undertaken in (37) 2015 allow to (29) confirm the objective of containing (9) (7) (6) (40.1%) operating expenses in line with those for 2014, notwithstanding (25.2%) the additional costs related to the contribution to the European Resolution Fund and the Deposit Guarantee Scheme, estimated at over €30 million for the current year. 44 49 38 (14.0%) (22.6%) Improvements in the macroeconomic environment, confirmed by the leading indicators, should losses to be contained at a level 45 54 allow loan 40 (10.3%) (26.2%) lower than in 2014. Product Companies 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. 6.8 bln EUR in net Loans to Customers 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. 6.1 bln EUR Turnover; 1.9 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. 41.2 bln EUR in Assets Under Management Page 17 Data as at 30.09.2015 unless otherwise stated Other foreign Banks Recent merger between IW Bank (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) and UBI Private Investment, the network of financial agents of the UBI Group Qualified and specific services offered to Corporate and Private customers Page 18 Group BIC codes BEPOIT21 BCABIT21 BREUITM1 POCIITM1 BLOPIT22 BPAMIT31 CARMIT31 BVCAIT21 BLPIIT21 UBIBESMM Madrid Branch BEPODEMM Munich Branch CABILULL Page 19 BIC ACTIVE BIC NON ACTIVE