creating the first truly european bank milan, 13 june 2005 not for distribution in or into or from...
TRANSCRIPT
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
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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
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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
■ Strategic Rationale and Transaction Highlights
■ Leading Pan-European Franchise
■ A Powerful Combination
■ Strong Financial Case
■ Offer Timetable
■ Closing Remarks
AGENDA
4
■ 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 entity1 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 20043 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
FOCUS ON ONE OF THE WEALTHIEST AREAS AND LEADER IN THE FASTEST GROWING MARKETS IN EUROPE
A NEW FORCE IN EUROPEAN BANKING
5
A POWERFUL COMBINATION
■ 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
■ 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
SIGNIFICANT VALUE CREATION
6
THREE PARALLEL OFFERS
Offer
1 Based on UniCredit share price as of 10 June 2005 for share-for-share offers2 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
Bank Austria
Price
HVB BPH
5 Based on brokers’ consensus estimates6 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
Well-diversified reference shareholder base
Large free float
The transaction would increase UniCredit’s
weighting in key domestic and international
indices
Source: Companies’ data1 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
Shareholder Base Post Transaction1
9
■ Strategic Rationale and Transaction Highlights
■ A Powerful Combination
■ Strong Financial Case
■ Offer Timetable
■ Closing Remarks
AGENDA
■ Leading Pan-European Franchise
10
AT HOME IN THE “HEART OF EUROPE”
Source: Company data as of year end 2004, except Hebros Bank as of 20031 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 Countries3 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 offices4 Including 100% Yapi, excluding Hebros Bank, Eksimbanka, IMB, Ukraine and Baltic Countries
ITALY: #2 with 10% market share1
■ Customer Loans €122bn
■ Customer Deposits €72bn
■ Branches 3,137
■ Employees (’000) 40
■ Customers 6.3m
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
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
MORE THAN 28 MILLION CUSTOMERS AND OVER 7,000 BRANCHES WITH BANKING OPERATIONS IN 19 COUNTRIES WITH ROUGHLY 139,000 EMPLOYEES
UniCredit HVB UniCredit + HVB
11
SIGNIFICANTLY ENHANCED AND DIVERSIFIED BUSINESS AND GEOGRAPHIC MIX
UniCredit
Lo
an
s
Sp
lit
by
Ge
og
rap
hy
Re
ve
nu
es
Sp
lit
by
Bu
sin
es
s
Source: Company data as of end 2004Note: Hebros Bank, Eksimbanka, IMB, Yapi and Banca Ion Tiriac not included
HVB UniCredit + HVB
Germany
Italy
Austria
Euro Zone
CEE
RoW 101
87
2 47823
58
38615
30
38
Retail
Corporate
CEE
Capital Markets
Private Banking & AM
Real Estate 11
13
38
33
11
18
29
42
26515
34
38
5
(%) (%) (%)
(%) (%) (%)
€140bn €262bn €402bn
€10.4bn €9.3bn €19.7bn
12
111% 111%
128%
117%
Austria Northern Italy Bavaria Combined
Source: Company data, Istat, Eurostat, Bayerisches Landesamt für Statistik und Datenverarbeitung. Data as of year end 2004Note: Northern Italy includes: Piemonte, Valle d’Aosta, Lombardia, Trentino Alto-Adige, Veneto, Friuli Venezia-Giulia, Liguria and Emilia Romagna1 Source: IMF, data as of 30 September 2004
■ Population of 57.9m (15.1% of EU15)
■ 13.9% of EU15 GDP
■ Export to Austria and Germany: 16.0% of Total1
ITALY
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
GDP per Capita
EU15 Average 100%
HVB: #1 with 390 branches (57% of total
HVB German branches)
UniCredit: 2,281 branches (73% of total
UniCredit Italian branches)
Bank Austria: #1 with c. 400
branches and 18% market
share
UNIQUE PRESENCE IN SOME OF THE WEALTHIEST REGIONS IN EUROPE
Aggregate exports and imports of Germany, Austria and Italy to CEE equal respectively to
14% and 15% of total
13
15
17
20
29
31
70
33
Citigroup
Intesa
SG
Raiffeisen
KBC
Erste Bank
UNDISPUTED LEADER IN FAST GROWING CEE MARKETS
Total Assets and Branches1
UniCredit + HVB2 2,800
1,242
794
916
735
692
237
GDP ’04-’07 CAGR6
5.7%5.5%
5.3% 5.2% 5.1% 5.0% 5.0%
4.4% 4.3% 4.2%3.9% 3.9% 3.7%
1.9%
7.0%
Ukra
ine
Balti
c C
ountr
ies
Slo
vakia
Bosnia
Russia
n F
edera
tion
Turk
ey
Serb
ia &
Monte
negro
Rom
ania
Czech R
epublic
Bulg
aria
Pola
nd
Cro
atia
Slo
venia
Hungary
EU
157 7 777
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 Banka6 Source: EIU7 GDP CAGR ’04-’06 for Bosnia, Serbia & Montenegro, Croatia, Slovenia and Baltic Countries; GDP Growth
’04-’05 for Ukraine
5
4
3
Total Assets (€bn) Branches
7
14
25.7
14.38.6
13.6
3.1 4.2 2.0 1.4
8.3
10.0
8.1
8.4
5.46.1
4.7 1.01.64.0
5.15.46.2
Croatia Bulgaria Poland Bosnia Turkey Slovakia Czech R. Serbia Romania Hungary Slovenia BalticCountries
Russia Ukraine
HIGHLY COMPLEMENTARY CEE FRANCHISE RESULTING IN 9 TOP 5 POSITIONS PLUS ACCESS TO BALTIC COUNTRIES AND RUSSIA
#1 #1 #1 #2 #3 #4 #4 #5 #4 #7 n.a.
Leader Top 3 Top 5
Rank
Market Share % by Total Assets
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 assets2 Including Banca Ion Tiriac assets3 Simple average of market share in Estonia, Latvia and Lithuania
#7
UniCredit HVB
11.51
34.0
24.3
16.7
22.0
9.6 8.1
6.18.82
4
c. #10 n.a.
4 Including Estonia, Latvia and Lithuania5 Source: EIU and Eurostat6 Including 100% of Yapi branches7 UniCredit and HVB Ukraine and Baltic Countries branches not included in the number of combined
group branches
3
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 consolidated4 Excluding Yapi, which in 2004 had a negative pre-tax income5 Pre-tax income weighted according to shareholding in CEE operations
16
■ Strategic Rationale and Transaction Highlights
■ Leading Pan-European Franchise
■ Strong Financial Case
■ Offer Timetable
■ Closing Remarks
AGENDA
■ A Powerful Combination
17
HVBUniCredit
■ 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
BUSINESS FIT ALLOWING FOR SHARING OF BEST PRACTICE
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
■ 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
18
Detailed BCA, setting the guidelines
Strong empowerment of CEO
Clear management structure
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
Strong control on costs
Centralised IT governance
Increased knowledge of customer needs
Tailored service models
Full management focus and accountability
GLOBAL BANKING SERVICES DIVISION
AS GROUP EXECUTION MACHINE
MULTI-LOCAL APPROACH
CLEAR GOVERNANCE
GR
OU
P P
ILL
AR
SA CUSTOMER CENTRIC GROUP BASED ON WELL DEFINED PILLARS
Key role of the Integration Officers to ensure delivery of synergies
Full accountability of Integration Officers, members of Management Committee
INTEGRATION OFFICERS
DIVISIONALISATIONBY CLIENT SEGMENT
19
Holding
Italy
CEERetailCorporates
and SMEs
Multinat.1,2 & InvestmentBanking2
Private Banking &
AM
Global Banking Services2
existing legal entity
Germany
Austria
EFFECTIVE DIVISIONAL BUSINESS MODEL BASED ON CUSTOMER SEGMENTSR
eg
ion
al
En
titi
es
Divisions
1 Includes Large Corporate
Headquarters Milan Munich Milan Munich Milan Vienna
Product factories will belong to one division
2 Activities currently performed by different legal entities of UniCredit Group
20
c
TARGET STRUCTURE WITH MAIN SUBSIDIARIES (ITALY, GERMANY, AUSTRIA AND CEE) DIRECTLY HELD BY UNICREDIT
UniCredit
Pekao +BPH
Other UniCredit CEE + HVB CEE
HVB UniCreditItaly
Bank Austria
PekaoOther
UniCreditCEE
HVBUniCredit
Italy
Other HVBCEE
BPH
78%
71%
Intermediate Structure Target Structure
It is being considered the possibility to create a CEE Holding
BankAustria
CEEHolding
UniCredit
21
A UNIFIED MANAGEMENT TEAM WITH CLEAR ACCOUNTABILITY
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
MANAGEMENTCOMMITTEE
UNICREDITBOARD OF DIRECTORS (“BoD”)
22
€1 BILLION EXPECTED GROSS SYNERGIES
91%
72%
85%
89%
9%
11%
15%
28%
2005 2006 2007 2008
Cost Revenue
30
385
770
985
Expected Gross and Net Synergies (€m) Breakdown of Cost Synergies by Source (€m)
Net Synergies (€m)1 25 295 580 745
1 Net synergies calculated applying a tax rate incorporating fiscal benefits arising from HVB existing tax shield. Not including tax benefit on restructuring charges
Revenue synergies: 0.5% of combined 2004 revenues
Cost synergies: 7.4% of combined 2004 costs
IT and Transactional Services
310
Workforce Right-sizing
Area Group CEE Germany Austria Italy International
Network
% of Regional Workforce ~7% ~9% ~7% ~7% ~2% ~33%
Corporate and IBK
Retail and Private Banking & AM
420
Restructuring charges:
€1.35bn (c.150% of pre-tax cost synergies)
Fully expensed in ’05 P&L
23
Synergies Breakdown
Cost Synergies/Cost Base1
One-off Costs/Synergies
Source: Company analysts’ presentation and press releases, internal analysis 1 Revenues base and cost base of the smaller entity. HVB considered as smaller entity
15%14%
11%
19% 19%
ABN-BAPV BBVA-BNL SAN-Abbey Dankse-NIB/NB
91%62% 63% 67%
100%
9%38% 37% 33%
ABN-BAPV BBVA-BNL SAN-Abbey Dankse-NIB/NB
Cost synergies Revenue synergies
137%77%
125% 132%
429%
83%151%
429%
ABN-BAPV BBVA-BNL SAN-Abbey Dankse-NIB/NB
One-off costs/Total synergies One-off costs/Cost synergies
n.a.
Revenue Synergies/Revenue Base1
1%
4% 4%
6%
0%
ABN-BAPV BBVA-BNL SAN-Abbey Dankse-NIB/NB
ESTIMATED SYNERGIES MORE CONSERVATIVE THAN THOSE ANNOUNCED IN RECENT CROSS-BORDER TRANSACTIONS
UniCredit - HVB
UniCredit - HVB
UniCredit - HVB
UniCredit - HVB
24
WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES
% Revenue% Cost
Area1 Synergies (2008E) Main Drivers
Total Synergies:
100%
100%
100%
1 The divisional breakdown is preliminary and subject to possible changes
25
35%
Area1 Synergies (2008E) Main Drivers
WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES
65%
100%
40% 60%
91% 9%
% Revenue% CostTotal Synergies:
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
1999-…: development of a leading presence in CEE
2000: Acquisition of Pioneer
2002: “S3 Project”
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
Integration of investment and research processes into 3
strategic hubs: Milan, Dublin, Boston
Know-how transfer through projects and people
Specialised service models by customer segment
Pekao: net income from €37m in ’99 to €335m in ’04
EPS(€)2001 2004
0.28 0.34
Total AUM (€bn)2000 May 2005
~113 >140
RoE1999 2004
4.2% 19.9%
+21%
28
■ Strategic Rationale and Transaction Highlights
■ Leading Pan-European Franchise
■ A Powerful Combination
■ Offer Timetable
■ Closing Remarks
AGENDA
■ Strong Financial Case
29
MAIN FINANCIAL TARGETS
Revenues (€bn) 19.7 20.9 24.1 7% 7%
Operating Income (€bn) 7.6 8.3 11.8 16% 19%
Cost/Income 61% 60% 51%
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
2004 Pro-Forma
2005E 2007ECAGR
’04-’07ECAGR
’05-’07E
Cash EPS neutral in 2006 for UniCredit shareholders, positive from 2007 onwards.Significantly accretive for HVB shareholders at the outset
2005E 2007ECAGR
’05-’07E
Core Tier I Ratio (Pre-Capital Measures) 5.3% 6.4% n.m.
RoE1 13%2 18% n.m.
Cash EPS (€) 0.352 0.56 26%
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
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
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
Capital Ratios Evolution1
Tier I Ratio1 6.2% 7.5%7.0%
Core Tier I Ratio
5.8% 6.4%
1 Including additional measures already planned
RWA (€bn) 433 459440
20bps
20bps
31
■ Strategic Rationale and Transaction Highlights
■ Leading Pan-European Franchise
■ A Powerful Combination
■ Strong Financial Case
■ Closing Remarks
AGENDA
■ Offer Timetable
32
OFFER TIMETABLE
UniCredit Extraordinary Shareholders’ Meeting to approve capital increase (First Call)27 July
Publication of offer documents for HVB, Bank Austria and BPH offers (subject to regulatory approvals)End of August
Closing of offer Period in Germany, Austria and Poland (subject to regulatory approvals)Beginning of
October
Roadshow14 June/1 July
12 June Announcement of the offers for HVB, Bank Austria and BPH
33
■ Strategic Rationale and Transaction Highlights
■ Leading Pan-European Franchise
■ A Powerful Combination
■ Strong Financial Case
■ Offer Timetable
AGENDA
■ Closing Remarks
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
Antonella Massari Head of Investor Relations
Office: +39-02-8862 8715 e-mail: [email protected]
Giovanni Gasparini
Office: +39-02-8862 8695 e-mail: [email protected]
Cristina Massa
Office: +39-02-8862 3548 e-mail: [email protected]
Manuela Müller
Office: +39-02-8862 3381 e-mail: [email protected]
Giuseppe Zammarchi
Office: +39-02-8862 3796 e-mail: [email protected]
Christian Becker-Hussong Head of Investor
Relations
Office: +49-89-378-28235 e-mail: [email protected]
Regine Angermeyer-Naumann
Office: +49-89-378-27602 e-mail: [email protected]
Jens Brueckner
Office: +49-89-378-21935 e-mail: [email protected]
Susan Eckenberg
Office: +49-89-378-29185 e-mail: [email protected]
Natascha Ropeter
Office: +49-89-378-26024 e-mail: [email protected]
Richard Speich Office: +49-89-378-31063 e-mail: [email protected]