An introduction to the UBI Banca Group

July, 2014 Disclaimer

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Page 1 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 “BPU Birth of the “Banca Birth of the “Società Banca Group” from Mutua Popolare Acquisition of per la Stagionatura e the integration of della Città e “Banca l’Assaggio delle Sete Acquisition of “Banca BPB-CV and BPCI 1st April 2007 Provincia di Carime” by ed Affini” Popolare di Ancona” 2003 Birth of Bergamo” , Merger of BPB and BPCI subsequently (BPA) by BPB-CV. Birth of “UBI Banca” subsequently “Credito Varesino” 2001 renamed “Banca the BPB-CV Group following the renamed “Banca (BPB-CV) Popolare 1996 merger of the Popolare di 1992 Commercio e BPU Banca Bergamo” (BPB) Industria” (BPCI) Group and the 1869 1888 Banca Lombarda e 2000 Piemontese Acquisition of “Banca Regionale Group Europea”* by Banca Lombarda. 1998 The Group takes the name of Merger of CAB and BSPB “Banca Lombarda e Piemontese 1963 with the creation of “Banca Group” 1888 BSPB acquires Lombarda” as parent 1883 Birth of the “Banca “Banca di Valle company and contribution of Birth of the San Paolo di Camonica” (BVC) branch network of CAB and “Credito Agrario Brescia” (BSPB) BSPB to “”0 Bresciano” (CAB)

* Banca Regionale Europea was created in 1994 following the merger between “Cassa di Risparmio di Cuneo” and “Banca del Page 3 Monte di Lombardia” 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 The said principles investment companies) are equally applied to listed and non- On the basis of the latest update of the shareholders’ register, registered shareholders number 77,500. If listed popular banks 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 36.2

Market Capitalisation as at 27th June 2014 (EUR bln) ~7.5** Source: “Il Sole 24ore” – Italian Financial Newspaper – 5.9 dated 28th June 2014 4.6 3.0 2.2

** Market capitalization calculated on last price of rights on 20th June 2014 (capital increase for 5 bln€ to be completed)

* 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 Page 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 UBI Banca and its Peers Total Assets as at 31st March 2014 (EUR bln) Customer Loans as at 31st March 2014 (EUR bln)

842 485 625 339 4th 131 201 5th 87 86 127 124 46 61 33 49 Unicredit Intesa Monte Banco UBI Gruppo Banca Unicredit Intesa Monte UBI Banco Gruppo Banca Group San Paolo dei Paschi Popolare Banca BPER Popolare Group San Paolo dei Paschi Banca Popolare BPER Popolare di Siena di Milano di Siena di Milano

Total Direct Funding as at 31st March 2014 (EUR bln) No. of Branches as at 31st March 2014 7,921 560 6,134

372 5th 4th 2,373 129 1,990 91 1,730 89 1,302 46 716 36

Monte Banco Gruppo Unicredit Intesa Monte UBI Banco Gruppo Banca Unicredit Intesa UBI Banca Group San Paolo dei Paschi Banca Popolare BPER Popolare Group San Paolo dei Paschi Popolare BPER Popolare di Siena di Milano di Siena Banca di Milano

Page 5 Source: Press releases. UBI Banca’s profile in a snapshot: predominant retail business, solid capital base and low risk profile  1st Italian cooperative banking Group by market capitalization Strong  EUR 87.1 bn customer lending and EUR 90.8 bn direct funding (loan/deposit ratio: 95.9%) competitive positioning  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  Low Leverage ratio (tangible assets / (tangible equity+non-controlling interests+net result for the period)): and Balance 14.1X. Applying Basel 3 requirements, leverage ratio (tier one capital / (on- and off-balance-sheet assets)) Sheet Position 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 compared to the Italian banking system (Net NPLs (“sofferenze”) /Total Loans Good Asset 4.07%; Italian Banking system 4.27%) Quality  Annualised cost of credit of 91 bps of total loans

 Focus on traditional banking activities: Customer loans/total assets at 70.2%  Funding mainly from own customer base (approx. 80%); limited recourse to institutional markets Low Risk Profile (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

Figures as at 31st March 2014 unless otherwise stated Page 6 * 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 MAIN PRODUCT COMPANIES

100.00% 353 branches

ASSET MANAGEMENT UBI Pramerica 100.00% 316 branches (partnership with Prudential US)

FACTORING UBI Factor 75.08% (1) Northern 212 branches Italy LEASING UBI Leasing

74.75% (2) 244+3* branches NON-LIFE BANCASSURANCE UBI Assicurazioni (partnership with BNP Paribas/Ageas) 82.96% (3) LIFE BANCASSURANCE * Aviva Vita (partnership with Aviva) 66 branches Aviva Assic. Vita (partnership with Aviva) Lombarda Vita (partnership with Cattolica)

Central 93.01% (4) 213 branches Italy ON LINE TRADING IW Bank

Southern 92.84% (5) 242 branches Italy *Redefinition of Aviva partnership and minorities structure 21 branches announced on 16 April 2014, expected to be completed 677 fin. advisors 100.00% 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

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 Page 7 capital held by 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 10 Approx. 3.7 million clients, mainly retail 1 795 35 1,673 branches, of which 795 in Lombardy (which 196 47 44 generates over 20% of Italian GDP) Market share in terms of branches above 20% in 7 81 18 some of the richest Provinces such as Bergamo, 17 Brescia and Varese 110 6 101 Market Shares* Current 84 Branches accounts Loans % & deposits 27 1 Bergamo 22.1 29.4 40.4 Brescia 22.5 27.5 35.0 92 Varese 23.4 27.4 20.9 Cuneo 24.0 19.3 15.6 National market share of 5.4% in terms of branches

1,673 branches in Italy + 6 branches abroad * Market shares calculated as at 31st Dec 2013 . (as at May 2014)

Page 8 Agenda

UBI Banca International Network International Network Presence in the world

Page 9 International Network

COMMERCIAL BANKS SUBSIDIARIES REPRESENTATIVE FOREIGN BRANCHES FOREIGN BRANCHES OFFICES

MENTON, NICE AND ANTIBES KRAKOW SAO PAULO (Banca Regionale Europea) (UBI Factor) MOSCOW

SHANGHAI MUMBAI SHANGHAI (Zhong Ou Asset Management Company)

VIENNA HONG KONG (Business Consultant)

FOREIGN BANKS Head office in Luxembourg

SUBSIDIARIES BRANCHES

UBI TRUSTEE SA LUXEMBOURG (Luxembourg) MADRID MUNICH

Page 10 Presence in the world

Munich Krakow UBI Banca International UBI Factor Branch Branch Vienna Business Consultant

Moscow Representative Office Luxembourg • UBI Banca International • UBI Trustee SA   Shanghai   Representative Office   Antibes, Menton, Nice Shanghai Banca Regionale Europea  Zhong Ou Asset Management Branches   Company Co. Ltd*

Madrid Hong Kong UBI Banca International Representative Office Branch  Mumbai São Paulo Representative Office 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 Page 11 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 - [email protected]

Alistair Newell Marco Camozzi Lorenzo Tassini Ernst Rolf Hartmann Area Manager Area Manager Area Manager Area Manager [email protected] [email protected] [email protected] [email protected]

BANGLADESH INDIA AUSTRALASIA AFRICA LATIN AMERICA MALDIVES ASIA MIDDLE EAST CARIBBEAN PAKISTAN NORTH AMERICA TURKEY EASTERN EUROPE SOUTH EAST EUROPE RUSSIA AND CIS COUNTRIES ISRAEL

WesternSRI LANKA Europe : BALTIC COUNTRIES Western Europe: Western Europe: UK IRELANDSCANDINAVIA ICELAND AUSTRIA PORTUGAL CYPRUS GERMANY SPAIN GREECEWestern Europe: SWITZERLAND BELGIUM MALTA FRANCE CYPRUS LUXEMBOURG GREECE NETHERLANDS IRELAND VATICAN CITY MALTA MONTE-CARLO UK

Page 13 Representative Offices Contacts

HONG KONG MUMBAI SHANGHAI

Mr Andrea Croci Ms Rajeshree Balsari Ms Lu Bo

[email protected] [email protected] [email protected]

Suite 2911, Tower Two, 92 Mittal Chambers, 9th Floor, The Center Times Square 1, Matheson St. - Nariman Point, Suite 3304 Causeway Bay Hong Kong - S.A.R. 400 021 Mumbai - India 989, Changle Road 200031 Shanghai – China Tel. +852 2878 7393 Tel. +91 22 22023601 Fax +852 2878 7932 Fax +91 22 22023603 Tel +86 21 61675333 Fax +86 21 61675582

MOSCOW SAO PAULO VIENNA (Business Consultant) Mr Ferdinando Pelazzo Mr Isidoro Guerrerio Ms Annick Stockert

[email protected] [email protected] [email protected]

10, Nikolskaya str., 4th floor, Al. Ministro Rocha Azevedo, Seilerstätte 16/11 Business Centre “Nikolskaya Plaza” 456 Ed. Jaù - 4° And.Cj.402 1010 Vienna 109012 Moscow - Russia CEP 01410-000 São Paulo - Austria Brazil Tel. +7 495 725 4466 Fax +7 495 725 4465 Tel. +55 11 3063 0454 Tel. +43 1 514 37 26 Fax +55 11 3063 3785 Fax +43 1 514 37 60

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  Lending volumes trends vs. Dec 2013 show a figures Dec 2013 Mar 14 decrease of 1.5% reflecting weakness in GDP and Figures in millions of euro low demand Loans to customers 88,421 87,095  Net of volatile CCG (Cassa di Compensazione e Direct funding 92,604 90,844 Garanzia, Italian Clearing House) repos, Direct Funding grows by 2.7% vs Dec. ‘13, driven by bond of which: Direct Funding from Ordinary Customers (current accounts + retail 74,660 74,920 issuances both to ordinary customers of the bonds) Network Banks and to institutional investors

of which: Direct Funding from 17,944 15,924 Institutional Customers  As at 31 March 2014, Loan to Deposit Ratio: 95.9% Net Interbank exposure (not included in Direct Funding – mainly 10,888 11,389 LTRO) Total assets 124,241 123,983

Loans to customers / total assets 71.2% 70.2%

Indirect funding (AuM + AuC) 71,652 73,392  Liquidity buffer: of which: AUM 39,554 39,796 Eligible Assets as at 5th May 2014: € 33.2 bln (of which € 19.6 unencumbered representing approx. of which: AUC 32,098 33,596 46% of Short Term Deposits

Page 19

Page 20 1Q14: improving profitability and cost control confirmed

*

€ mln

* Loan loss provisions at 198.6 mln euro in 1Q14. Page 20 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

BLOPIT22 POCIITM1

BPAMIT31

CARMIT31

BVCAIT21

BLPIIT21

UBIBESMM Madrid Branch CABILULL BEPODEMM Munich Branch

. BIC ACTIVE . BIC NON ACTIVE

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