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Strengthening of Mediobanca Group Banking Activities Continues

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Strengthening of Mediobanca Group Banking Activities Continues Strengthening of Mediobanca Group banking activities continues Compass acquires Linea to become third-largest Italian consumer credit specialist * * * In line with its disclosed strategy to continuously strengthen the Group's banking activities, also in order to reallocate its free capital, Mediobanca has acquired Linea through its subsidiary Compass. Linea also operates in the consumer credit segment and is similar to Compass in terms of size. The deal will give rise to the third largest player in the sector, with a market share of 8.5%.1 The combined entity will be able to achieve economies of scale, maximize cross-selling and optimize operating processes and risk management, all of which are key factors for continuing to deliver attractive profits in a sector highly exposed to competitive pressures. The industrial rationale for the deal, which enables the Mediobanca group to further diversify its sources of income (with the retail share rising from 30% to 37%), is based on the strong complementary nature of the two companies, with reference in particular to: — channels : Compass's distribution platform, with 118 branches to be supplemented by a further 23 Linea branches, will be completed by access to the banking channel (Linea: 60 commercial agreements) and additional partnership agreements in place at Linea; — product: Compass's healthy position in the non-auto and personal loans segments, where it ranks fourth and seventh with market shares of 7.9% and 5.8% respectively, will be further strengthened by this acquisition (personal loans combined: 3 rd , market share 10.3%; direct, non-auto combined: 3 rd , market share 13.7%), and completed by Linea's significant footprint in salary-backed loans (6 th , market share 7.6%) and credit cards (9th, market share 4.1%). The sales partnership with Banca Popolare di Vicenza Group (over 500 branches), which is already active in the leasing segment, will be extended to cover consumer credit as well pursuant to the sales agreement in force with Linea. 1 Based on finance disbursed to 30 September 2007; source: Assofin. 1 Significant cost synergies are expected (approx. €40m gross), deriving from increased efficiency in the operating platforms, as well as revenue synergies, achievable on the back of the two companies' complementary capabilities, not reflected in the valuation on conservative grounds. The consideration, which values 100% of the company at €405m, is payable in cash, and reflects a multiple of approx. 18x 2007E earnings for Linea, which is in line with comparable transactions. The acquisition will involve the 96% stake put up for sale by Banca Popolare di Vicenza and Banco Popolare, and may be extended to minorities. The deal, which is subject to approval by the supervisory authorities, is expected to be completed during the first half of 2008. Based on the consensus of estimated earnings for the Mediobanca Group, 2 the deal is neutral on EPS 08 and 2% accretive on EPS 09. ************* As from January 2008 Gianluca SICHEL will be joining Compass as General Manager. Gianluca SICHEL, aged 40, was previously head of retail operations at Barclays, and prior to this worked for Clarima and McKinsey. Milan, 27 December 2007 Jessica Spina Lorenza Pigozzi Investor Relations Media Relations Mediobanca S.p.A. Mediobanca S.p.A. Piazzetta E. Cuccia, 1 Piazzetta E. Cuccia, 1 20121 Milan 20121 Milan Italy Italy Tel. no.: (0039) 02-8829.860 Tel. no.: (0039) 02-8829.627 2 Source: IBES. 2 ANNEXES Table 1. Key data (€m) Compass Linea Combined 12 mths to 12 mths to 12 mths 30/6/07 31/12/06 Loans and advances to customers 3,767 2,971 6,738 New loans 2,448 1,816 4,264 Total income 365 145 510 Operating profit 250 83 333 Operating profit less bad debt writeoffs 110 40 150 Net profit 61 17 78 No. of staff 578 785 1,363 No. of branches 118 23 141 C/I ratio 32% 43% 35% 3 Table 2. Ranking and mkt share 9 months 2007 – New loans (€m; source: Assofin) Mkt share% Findomestic Gruppo 4.6564,656 10,4%10.4% Deutsche Bank Prestitempo 3.8883,888 8,7%8.7% Compass + Linea 3.7933,793 8,5%8.5% Agos 3.6633,663 8,2%8.2% Gruppo Neos 3.4573,457 7,7%7.7% Clarima Banca 2.9022,902 6,5%6.5% Ducato 2.3482,348 5,2%5.2% Santander Consumer Bank 2.1752,175 4,9%4.9% Consum.it 2.0692,069 4,6%4.6% Fiat Auto Financial Services 2.0592,059 4,6%4.6% Fiditalia 2.0012,001 4,5%4.5% Gruppo Linea 1.9091,909 4,3%4.3% Compass 1.8841,884 4,2%4.2% Gruppo Delta 1.7151,715 3,8%3.8% Banca 24-7 1.0391,039 2,3%2.3% BMW 920 2,1%2.1% Silf 778 1,7%1.7% Gruppo BNL 775 1,7%1.7% Volkswagen Bank 709 1,6%1.6% Citifin 644 1,4%1.4% Total market: €44,782 m Table 3. Ranking and mkt share by product 9 months 2007 (€m; source: Assofin) Compass Linea Combined Product Rank New loans Mkt share Y to Y % Rank New loans Mkt share Y to Y % Rank New loans Mkt share Cars 14° 595 3.6% -12% 12° 640 3.9% 4% 3° 1,235 7.5% POS Loans 4° 328 7.9% 11% 6° 240 5.8% 60% 3° 568 13.7% Personal loans 7° 843 5.8% 14% 11° 656 4.5% 111% 3° 1,499 10.3% Credit cards 13° 113 1.7% -7% 10° 163 2.4% 17% 9° 276 4.1% Salary guaranteed loans 18° 5 0.2% ns 6° 210 7.4% 173% 6° 215 7.6% Total 12° 1,884 4.2% 3% 11° 1,909 4.3% 48% 3° 3,793 8.5% 4 .
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