UNIPOL GRUPPO FINANZIARIO UBS The Italian Financial Services Conference 2010
Unipol Gruppo Finanziario Bancassurance Strategy
21 January 2010 Carlo Cimbri, General Manager Agenda
The Bancassurance scenario
The UGF Group strategy in Bancassurance and Arca acquisition
2 The Bancassurance scenario % premium distribution by banking channel
ITALY Non-Life Life 2.6% 61.2% 60.6% 61.2% 2.3% 58.9% 58.6% 59.0% 1.9% 57.8% 1.6% 1.7% 56.3% 1.3% 54.1% 1.0% 1.1% 1.1% 52.6% 0.7%
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009* 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 *
* 2009 figures as at 30/9/09
EUROPE
Non-Life Life
63.2% 60.0% 10.0% 53.7% 52.6% 7.9% 8.0% 42.7% 6.1% 6.6% 4.7% 21.6% 2.3% 15.0%
AT BE DE ES FR IT NL AT BE DE ES FR IT NL
2007 figures. 2008 data only for France and Italy. 3 Trend in premium income (Italian market)
Premium income (€bn)
No n - Life Life 79.0 73.5 69.4 62.8 65.6 61.4 55.3 54.6 46.3 39.8 34.2 35.4 36.3 37.2 37.7 37.5 36.5 27.9 29.9 32.4
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Premium income / GDP
N on- Lif e Lif e 7.6% 7.8% 7.3% 7.2% 7.2% 6.8% 6.1% 6.4% 5.6% 5.9%
5.1% 5.3% 4.3% 4.7% 4.7% 4.7% 3.7% 4.0% 3.5% Source: figures worked out by the UGF 3.3% Research Department based on ISVAP and ANIA data. 2009 premiums: Ania estimate 2009 PIL: OCSE estimate
2.3% 2.4% 2.5% 2.6% 2.5% 2.5% 2.5% 2.4% 2.4% 2.5%
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 4 Life Premium income by class of business (Italian market)
€bn
Class I Class III Class V ClassVI 45 45 40 34 33 35 31 30 28 29 30 26 26 27 27 24 24 25 25 25 22 19 19 20 16 13 15 11 8 9 10 7 7 4 3 3 4 5 2 1.4 0.1 0.1 0.1 0.1 0.2 0.5 0.3 0.8 1.1 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
2009 figures as at 30/9/09
Source: Ania/Isvap data 5 Agenda
The Bancassurance scenario
The UGF Group strategy in Bancassurance and Arca acquisition
6 The UGF Group strategy in bancassurance from 1993 up to now – Outlook
In the ’90s the UGF Group set up a growth strategy in the Life bancassurance sector aiming at: •controlling a sales channel with notable growth potentials; •consolidating the strategic relationships with banking partners, already shareholders of Unipol; •high-profitability investments (the bancassurance companies’ ROE and ROI are usually remarkable).
The model used involved the onset of a single bancassurance company for every joint venture with banking partners. The main bancassurance agreements signed by the UGF Group:
Company Banking Partner Agreement Status
Early 90s Noricum Vita Cassa di Risparmio in Bologna (Unipol shareholder) terminated in 2003 Quadrifoglio Vita Banca Agricola Mantovana (Unipol shareholder) terminated in 2008
Years 2000 BNL Vita Banca Nazionale del Lavoro underway The Group also experienced the sale of Life policies through banking outlets according to distribution agreements, without setting up specific companies:
Company Banking Partner Agreement Status Years 2000 Aurora Reti Bancarie Holding (now UGF Assicurazioni) (Banca Popolare di Lodi Group) terminated in 2009
Unipol (now UGF Assicurazioni) UGF Banca underway 7 Evolution of the UGF Bancassurance model
• The UGF Group’s agency network is stable and widespread throughout the national territory • The Group presence through third parties’ banking network is instead linked to short-term bancassurance agreements • Today’s market scenario makes a stable and territorial customer relationship even more necessary
• Need to evolve the bancassurance model from the commercial joint venture to a strategic and industrial alliance with the banking partner
• The opportunity to acquire control over the Arca Group and to set up a strategic and industrial partnership with Banca Popolare dell’Emilia Romagna and Banca Popolare di Sondrio has been assessed in light of this framework
8 The Arca Group – Profile
• The Arca Group is an insurance player which sells its PREMIUMS BY CHANNEL Agents products through: Other 3% 9% 9 banking channel Æ 2,300 outlets of more than 30 cooperatvie banks belonging to the BPER Group, BPS, BCC, B. Pop. Lazio and others. 9 agency network Æ 154 agencies (50 of which are Banks tied agencies), 47% of which are located in North 88% Italy, 32% in Central Italy and 20% in the South and Isles. • The main companies of the Arca Group are the following: -ArcaVita(Life business) is the parent company. Its shareholders are six cooperative banks: the Banca Popolare dell’Emilia Romagna Group and Banca Popolare di Sondrio are the core shareholders, owning almost 85% of the company’s capital. - Arca Assicurazioni (Non-Life business) is controlled by Arca Vita with a 64% stake; the other two core shareholders are Banca Popolare dell’Emilia Romagna and Banca Popolare di Sondrio, which own together a direct 29% stake in Arca Assicurazioni. - Arca Vita International is a company under the Irish laws specialized in unit-linked policies and is fully owned by Arca Vita. • Gross premiums as at 31/12/2008 were €617m (€484m Life and €133m Non-Life). • The Group shareholders’ equity as at 31 December 2008 was €145m. • The 2008 consolidated net profit amounted to €10m. 9 The Arca Group – Distribution channels (2008)
Life GWP Distribution Channels Non-Life GWP Distribution Channels
Others 2% Others 6% Agency Channel BPER Group 0% 31%
Other Banks 32% BPER Group Agency 52% Channel 40% BP Sondrio 9% BP Sondrio 14% Other Banks 15%
10 Ranking in Non-Life Bancassurance
€m
EURIZONTUTELA
ASSIMOCO
UBI ASSICURAZIONI
A RCA A SSICURA ZIONI
AXA MPS ASSICURAZIONI DANNI
CREDITRAS ASSICURAZIONI
AVIPOP ASSICURAZIONI
A BC A SSICURA
CA PITA LIA A SSICURA ZIONI
CA RIGE A SSICURA ZIONI
0 50 100 150 200
Source: 2008 figures worked out by the UGF Research Department based on IAMA data 11 Ranking in Life Bancassurance
€m
Poste Vita
Eurizonvita + Life
Axa Mps Ass Vita+Fin.
Creditras Vita
Popolare Vita
Int esa Vit a
Cnp Unicredit Vita+Life
Bnl Vita
Credit A gricole Vita
Aviva
Sud Polo Vita
Lombarda Vita
Bipiemme Vita
Carige Vita Nuova
Arca Vita
0 1,000 2,000 3,000 4,000 5,000 6,000
Source: 2008 figures worked out by the UGF Research Department based on IAMA data 12 Acquisition of the Arca Group – Strategic rationale
STRATEGIC Onset of a 10-year strategic partnership with two of the leading PARTNERSHIP national banking groups, with which UGF shares values and WITH BPER AND BPS market approach.
CONSOLIDATING UGF consolidates its presence in the bancassurance channel PRESENCE through Arca – a group with over 20-year expertise, tradition Arca will be a IN BANCASSURANCE and know-how in this sector. bancassurance platform with a widely known WIDENING Increasing the UGF presence on the national territory: Arca sells market brand TERRITORIAL its products in over 18 regions through 20 banks (especially in and open to PRESENCE North Italy). other banking groups which Targets: share a similar 9 matching the ARCA market expertise with UGF industrial, MAXIMIZE KNOW-HOW culture. AND BEST PRACTICE commercial and management know-how in Life and Non-Life SINERGIES business. 9 sharing both groups’ operational excellence and best practices.
EXPLOITING UNEXPRESSED MARKET Opportunity to increase Arca’s market penetration ability, which POTENTIAL is currently below the benchmarks.
13 The Arca Group market penetration vs other players – Banking channel
€m Life res.* / Branches
12.7 14.0 UGF previous bancassurance agreements: 12.0 10.6 BAM (2007 figures) 10.0 3.5 Carisbo (2002 figures) 7.1 7.0 8.0 5.8 6.0 4.3 4.1 3.7 3.0 4.0 1.7 1.3 2.0 0.0
P M S R S BP E BNL MPS I UBI BP BP BP CARIGE CREDEM
Life res.* / (Direct + indirect funding)
11.0% UGF previous bancassurance agreements: 12.0% 13.1% BAM (2007 figures) 10.0% 8.1% 5.3% Carisbo (2002 figures) 8.0% 6.6% 5.9% 6.2% 5.0% 6.0% 4.8% 3.4% 4.0% 1.4% 2.4% 2.0% 0.0%
S NL P BI BP B M ISP U BPM BPS EDEM BPER R CARIGE C * Life Reserves, Insurance Portfolio
Source: in-house calculation on companies’ data 14 The Arca Group market penetration vs other players – Banking channel
€/1000 Non-life Premiums / branches - 2008
60 56 50 50 40 38 40 35 30 29 28 30 26 22 20
10
- BP ISP Credem UBI Carifi BPER and M PS Ot her BP UCG V icenza BPS banks Arca
Source: Deutsche Bank report 15 Acquisition of the Arca Group – Description of the operation
• Acquisition of 60% of the share capital of Arca Vita S.p.A., the holding company of the Arca Group.
• 10-year exclusive distribution agreement with Banca Popolare dell’Emilia Romagna Group and Banca Popolare di Sondrio Group for the sale of Life and Non-Life insurance products.
• Purchase cost: €274m.
• The purchase cost of these shares will be adjusted and spread over a period to take account of whether specific objectives are achieved. • Arca Vita, which already holds 64.08% of the share capital of Arca Assicurazioni S.p.A., is to acquire a further 28.95% from the BPER Group and BPSO for approximately €43.42m. • Alongside their partnership UGF, BPER and BPSO will also sign:
9 a shareholders' agreement governing the business aspects of the partnership and the rules of corporate governance of Arca Vita and Arca Assicurazioni; 9 an agreement governing the reciprocal call options that the parties will be entitled to exercise if the partnership is terminated; • The deal is subject to the authorization of the relevant authorities. 16 The Arca Group – Evaluation
€m
Total evaluation of the Arca Group (100%) 510 o/w Non-Life business 150 Life business 360
Total consideration (to acquire 60% of the Arca Group) 274 o/w Non-Life business 58 Life business 216
Transaction implied multiples: Total price / Total Embedded Value* 1.78x Life Business Price / Life Embedded Value 1.53x
* Total EV = Life EV + Non-Life NAV
17 UGF Banking sales network – Proforma including Arca Group
Banking branches +
+ other Banks other Banks
7 1 3 24 88 96 27 1 1 2 35 11 101 45 284 113 420 169 50 67 126 9 44% 42% 42% 42% 64 51 428 543 9 28 7 44 34 10 55 29 96 68 185 107 8 12 3 23 32% 40 4 34% 139 16 21% 217 102 25% 396 122 2 8 10 14 10 46 22 168 34 228 66 12 1 25 3 415 35 452 39
23% 24% 42 37% 44 33% 86
33 35 152 220
9 299 branches, 9 733 branches (as at 31/10/09) 9 BPER 1,294 branches (as at 9 BANKING SALES o/w 182 co-located with 30/6/09) NETWORK: 3,361 insurance agencies 9 BPS 267 branches (as at branches 30/6/09) 9 Other Banks 768 branches (non-exclusive) 18 UGF Ranking– Proforma including Arca Group
2008 Figures** Life Gross Direct Written Premium Group market share €bn
Generali 14.7 27.0%27.0%
Poste vita 5.5 10.1%10.1% Italian Insurance market Allianz 5.4 9.9%9.9% Group Gross Direct Written Premium €bn FonSai 4.5 8.2%8.2%
Generali 22.5 24.5%24.5% UGF 3.6 Arca 0.5 Tot 4.1 7.5%7.5%
FonSAI 11.7 12.7%12.7% P&C Allianz 10.4 11.3%11.3% Gross Direct Written Premium Group €bn UGF 8.0 Arca 0.6 Tot 8.6 9.3%9.3% Generali 7.8 20.8%20.8% Poste Vita * 5.5 6.0%6.0% FonSAI 7.2 19.1%19.1%
Allianz 5.0 13.4%13.4%
* Life Business Company UGF 4.4 Arca 0.1 Tot 4.5 12.0%12.0%
** 2009 market figures not available yet Reale Mutua 2.0 5.3%5.3%
Source: ANIA 19 Partnership with BNL Vita – Supplement to the agreements with BNP Paribas
Summary of the agreements entered into with BNP Paribas on 22 December 2009:
• Confirmation of the termination date on 31 December 2011
• New option to be exercised in July 2011 implying the following: 9 BNP Paribas is given an option to acquire 51% of BNL Vita’s share capital at a basic price of €280.5m 9 UGF is given and option to sell 51% of BNL Vita’s share capital at a basic price of €270.3m
• Evaluation criteria implied in the options: 9 Put strike price: (270.3) = Embedded Value + 2.5x 1-year New Business Value 9 Call strike price: (280.5) = Embedded Value + 4.2x 1-year New Business Value
20 Disclaimer
This presentation contains information relating to forecasts of figures, results and events which reflect the current management outlook but these could differ from what actually happens owing to events, risks and market factors that it is presently impossible either to know or to predict.
21 Contacts
Investor Relations Unipol Gruppo Finanziario - Via Stalingrado 45, Bologna
Adriano Donati Tel +39 051 507 7933 [email protected]
Devis Menegatti Tel +39 051 507 7885 [email protected]
Eleonora Roncuzzi Tel +39 051 507 7063 [email protected]
Silvia Tonioli Tel +39 051 507 7933 [email protected]
22