THE STRENGTH OF THE NETWORK

A. Profumo

Group CEO

1 AGENDA

UniCredit today: Group’s shape and positioning

Focus on CEE: a growth and value creation story

Conclusions

2

2 : EXCELLENT POSITIONING IN EUROPE, UNIQUE PLATFORM IN CEE

UNPARALLELED EUROPEAN FRANCHISE

„ Banking operations in 23 countries(1) „ More than ~40 million customers „ About 9,500 branches

FOUR CORE MARKETS

„ Italy: #2, ~16% market share(2) „ Germany: #3, ~5% market share(2) „ Austria: #1, ~19% market share(2) WELL BALANCED REVENUE PORTFOLIO „ CEE: the biggest investor in the region Total Revenues Other 8% GLOBAL PRODUCT FACTORIES CEE 18% „ MIB: a strong regional player with leading position in CEE Italy 47% (#2 ECM and M&A in 2006) Austria 10% „ Pioneer, a global player: AuM(3) ~290 bn „ Leasing: European leader as for new production(4) „ Credit cards: a strong platform with ~11 mln credit cards issued, Germany 17% (of which 6.5 mln in CEE(5)), #5 in Europe and #1 in Turkey

NOTE: Year-end 2006 data, referred to UniCredit + Capitalia + ATF +USB Groups (combined pro-forma) Source: UniCredit, Capitalia, ATF, USB 2006 data 3 (1) Including ATF (2) Market shares and rankings calculated on customer loans, considering only loans to domestic customers for Germany (3) As of March 07, including Pioneer Austria and Capitalia. (4) After merger with Capitalia, almost ex-aequo with Lombard Finance (5) Cards already activated

3 KEY ACHIEVEMENTS SO FAR

GERMANY & „ Integration and restructuring well on track AUSTRIA 3 Full divisionalization in place 3 Rightsizing (Germany(1) and Austria: ~-2,600 FTEs from Dec05 to Mar07) 3 Rationalization of non-strategic assets (RER portfolio from 15.4 in Jan05 to 3.6 bn in Mar07)

CEE „ In-country mergers 3 Completed … Slovakia, Romania, Bulgaria 3 2H07 … Poland, , Czech Republic, BiH „ Continued commitment in the region: entering Kazakhstan, one of the most promising markets

ITALY „ Capitalia merger: a significant enhancement of competitive positioning in a key core market

4 (1) Including outsourcing of ~700 FTE in 1Q07

4 THE MERGER WITH CAPITALIA: A CLEAR AND UNIQUE OPPORTUNITY TO STRENGTHEN THE GROUP IN A CORE MARKET

„ Strengthening in one of UniCredit core markets, where still low banking penetration offers appealing opportunities for growth (Italian banking system pre-tax profit: ~8% CAGR 06-091)

„ In a rapidly concentrating market, the merger with Capitalia is the right move to ride the growth in the Italian market

„ Value creation potential (~1.2 bn gross synergies by 2010) underpinned by: 3 Friendly transaction with clear governance and defined business model 3 Recognized track record in managing integration processes 3 Limited execution risk … several mergers already done in the past! 3 ~800 mln cost synergies, ~400 mln revenue synergies, 1.1 bn restructuring costs

5 (1) Source: UniCredit Research & Strategy May 07

5 FAST CONSOLIDATION IN ITALY

Top 5 players branches market shares: ~+11 p.p. in just 2 years

As of y-e 2005 As of y-e 2006 As of y-e 2007E

Banca Intesa 9.9% Intesa SanPaolo(1) 17.9% Intesa SanPaolo(2) 17.6%

UniCredit + UniCredit 9.7% UniCredit 9.3% Capitalia(3) 15.5% Banco Popolare SPIMI 9.6% Capitalia 6.2% (BPVN + BPI)(3) 6.8%

Capitalia 6.1% MPS Group 5.9% MPS Group(2) 6.5%

MPS Group 5.7% BPVN 3.7% UBI (BPU + BL)(3) 5.9%

TOTAL ~41% ~43% ~52% top 5

„ Changed banking environment in key regions: market share of top 5 players(4) rising by over 8 p.p. just in the last year in Lombardy, Emilia Romagna, Sicily

6 (1) Net of branches to be disposed in 2007 to CASA (2) Intesa SanPaolo net of branches disposed to CASA and Biverbanca sold to MPS (105 branches); MPS gross of 105 branches of Biverbanca (3) Market shares coming from internal calculation based on data derived from the market presentations of the different merger deals (4) Taking 2006 top-five players as pivot of the analysis

6 A COMPLEMENTARY NETWORK STRONG IN KEY REGIONS

UCI Ranking(1) % national GDP MS Post-Merger Combined Network 3 20.9% Lombardia 9.3% 1 11.0% Lazio 27.1% 9090 1 9.3% Veneto 19.8% (9.6%)(9.6%) 169 1 8.6% E. Romagna 18.6% 2222 582 (18.3%) (22.4%)(22.4%) (9.3%) 681 2 8.1% Piemonte 20.1% (19.8%) 526526 Branches: 5,025 4 6.7% Toscana 6.9% (20.1%)(20.1%) 633 (18.6%) 122 Market Share: 15.5% 2 6.3% Campania 14.9% (12.9%) Ranking: #2 1 5.7% Sicilia 163 29.7% 108 (6.9%) 2 4.6% Puglia 12.8% 98 (9.3%) (17.8%) 4 2.8% Liguria 12.9% 54 699 (8.0%) 3 2.6% Marche 9.3% (27.1%) 46 1 2.3% Friuli V.G. 18.3% (32.6%) 238 3 2.3% Sardegna (14.9%) 8.5% 58 11 179 <6 2.2% Calabria 5.1% (8.5%) (4.4%) (12.8%) 1 2.1% Trentino 9.6% 27 (5.1%) 3 1.8% Abruzzi 8.0% 2 1.4% Umbria 17.8%

<5 0.7% Basilicata 4.4% 519 2 0.4% Molise 32.6% (29.7%) 2 0.3% Val d'Aosta 22.4% 2 100% Total 15.5% 7 Source: Annual reports 2006. Banca d’Italia UniCredit Capitalia MS > 15% MS between 10% and 15% MS between 5% and 10% MS < 5% (1) By branches

7 CUSTOMER REACH SIGNIFICANTLY IMPROVED

UniCredit UniCredit + Capitalia

Market Share Provinces(1) GDP(2) Provinces(1) GDP(2) 103 100% 103 100% Above 20% 3 (3%) 5% Between 15% and 20% 9 (9%) 17 (17%) 11% 27% 23% Between 10% and 15% 14 (13%) Effective retail 11% 21 (20%) penetration (i.e. 22% mkt share >10%) 75% Between 5% and 10% 32 (31%) in areas representing more 43% 24 (23%) than 75% of 30% household wealth

27 (26%) Between 0% and 5% 42 (41%) 30% 19%

14 (14%) 6% Equal to 0% 3 (3%) 0%

8 (1) Number of provinces and % of total (2) As of December 2005 Source: Bank of Italy as of December 2006 and Istat

8 IT AND BACK OFFICE AS MAIN COST SYNERGY DRIVERS…

KEY ACTIONS:

„ Capitalia migration by end of 2008 to Unicredit’s Eurosig (the common IT platform for Commercial Banking) „ Data Centres consolidation into target Group configuration „ Consolidation of Capitalia IT functions into UGIS IT „ A fast, already well-defined integration process „ Activation of EUROSIG in HVB replanned to 3Q09. No delay in synergies. „ HVB data center (IT infrastructure) consolidation anticipated by approx. 6 months (to 1H08) ~350 mln (∼45% of total cost synergies) „ Integration of UPA and Capitalia Informatica, optimizing governance structures Back-office „ Economies of scale from volumes / IT consolidation (marginal costs) „ Leverage on competences and structures already set-up in Romania for further cost optimization

9

9 … TOGETHER WITH CENTRAL FUNCTIONS RATIONALIZATION AND ALIGNMENT TO BEST PRACTICES FOR BRANCH NETWORKS AND PRODUCT FACTORIES

KEY ACTIONS:

„ Adoption of UniCredit divisional model with light regional HQs Central „ No duplicated functions Functions „ Consolidation of procurement activities within Unicredit Global Procurement Model ~160 mln through adoption of common sourcing approach leveraging on global market capability (∼20% of total and consolidated partnership with external suppliers cost synergies) „ Extensive use of e-auctions (i-Faber) Procurement „ Office space reduction to align to best practice occupation standards & Real Estate „ Branch network rationalisation avoiding duplication

9 Asset management / gathering ~160 mln „ Single competence centres Product 9 Consumer credit and mortgages (∼20% of total and alignment to best 9 Factories cost synergies) performer in: 9 Leasing

~120 mln „ Branch network reorganization in Italy and foreign countries Networks (∼15% of total cost synergies) „ Alignment to best practice

10

10 ROOM FOR STAFF RIGHTSIZING LEVERAGING ON NATURAL ATTRITION AND EARLY RETIREMENT

„ Solid track-record of positive and “concerted” industrial relations, during a period of significant reorganizations in both Groups

„ Well-defined industrial relation roadmap: 3 28 May: 1st meeting with Unions 3 9 July: start of official negotiations 3 4Q 2007: expected signing of the framework agreement

„ Preliminary analysis on headcount profile shows potential room for optimization

Feasibility of early retirement plan

Age (1) (2) INDUSTRY (3)

51-55 ~19% ~17% ~17%

>55~15% ~7% ~8%

„ Leverage on natural attrition (~1,500 FTEs on average4 in the combined Group in the last 2 years) and on internal mobility (training for staffing needs)

11 (1) As of May 2007 (2) Italian operations, June 2007 (3) Source: ABI. 2006 est. data, based on sample representing 77% of Italian banking system (4) Data related to UniCredit + Capitalia Groups as average of 2005 and 2006 fiscal years

11 DE-RISKING OF BALANCE SHEET BASED ON NPL DISPOSALS AND WORKOUT EXPERTISE

„ Management of ~13 bn of Capitalia’s gross impaired loans will benefit from Unicredit’s expertise in NPLs disposals and workout: i.e. HVB RER portfolio reduced by ~11.5 bn in just two years

„ Capitalia’s coverage ratio on total problem loans and cost of risk consistently improved over the last five years:

Coverage ratio on Total Problem Loans, % Cost of Risk(1), bp

56.7% 56.9% 185 47.5% 136 44.2% 43.8% 106 59 63

2002 2003 2004 2005 2006 2002 2003 2004 2005 2006

„ Same classification rules on impaired loans for UniCredit and Capitalia

„ Improvements of Capitalia’s risk profile over the last 5 years recognized by the Rating Agencies(2): long term rating upgraded from BBB+ to A by Fitch and from A2 to A1 by Moody’s

12 (1) Calculated as of Year-end Net LLP / Yearly Average RWA for Credit Risks (2) In the 2002 – April 2007 timeframe

12 CAPITALIA DEAL DOES NOT CHANGE COMMITMENT TO CEE AS CONFIRMED BY ATF ACQUISITION

ALLOCATED CAPITAL

2006 PRO-FORMA 2007E 2006 UNICREDIT UNICREDIT + CAPITALIA INCLUDING ATF & USB

Other 2% Other 2% CEE 15% CEE 12% CEE 17%

Italy Austria Austria 38% 12% 10% Austria Italy Italy 10% 48% 46%

Germany Germany 28% Germany 25% 35%

Additional investments in CEE without changing the original risk profile of the Group

13

13 AGENDA

UniCredit today: Group’s shape and positioning

Focus on CEE: a growth and value creation story

Conclusions

14

14 CEE: A REGION WITH A GOOD MIX OF GROWTH, VOLATILITY AND RISK PROFILE

Real GDP Growth (%)1 GDP volatility2 (p.p.) „ A pattern of strong economic 7.4 growth in the last years (5.5% on 7.0 0.78 average in the last seven years), … 6.0 5.5 4.0 „ … with lower volatility compared 3.2 0.56 0.48 to other emerging areas in the 1.9 2.1 0.33 world „ Continued growth expected Avg. 00-06 Avg. 07-09e CEE ASIA LATAM EU-12 (Avg. Real GDP growth 07-09e: +6.0%) CEE-16 EU-12 ASIA LATAM

Risk profile - S&P rating weighted for GDP3 „ Increasing stabilisation and May 2004 May 2007 improved risk profile: Other 'A' Other 9 Country Rating (weighted for GDP) 0.6% 0.5% 15.1% > BBB- from ~37% to ~78% 'AA' 'BBB' 2.1% 'A' 9 Emerging markets spread4 from 19.3% 23.5% 'AA' 413 bp in Dec00 to 47 bp in Dec06 'B' 'BBB' 1.5% 23.0% 52.9% 9 10 countries entered EU since 'BB' 'BB' 40.0% 21.6% 2004

15 Note: (1) CEE-16: BiH, BG, HR, CZ, HU, EE, LV, LT, PL, RO, RU, SK, SI, SRB, TK, UA (3) For May 2007 S&P rates – GDP as per end of 2006 For May 2004 S&P rates – GDP as per end of 2003 (2) Historical volatility (standard deviation over the MEAN) of real GDP growth in the 1995- 2006 period for CEE-16 (4) Sovereign Spread of JPM Sources: EIU, UniCredit Group New Europe Research Network Emerging Market bond index (EMBI+)

15 DOUBLE DIGIT GROWTH OF THE PROFIT POOL IN THE REGION

BANKING PENETRATION GAP IN 2006 (Loans+Deposits)/ GDP Euro bn 2006 Cagr 214% 06-09 Loans 741 28.9%

77%(1) Deposits 783 22.6% AuM (2) 76 23.4%

Net Profits (3) 27 15.3% EMU CEE

KEY P&L DRIVERS „ Lending growth: 3 Higher growth in Retail loans (cagr 06-09 +34.5%) vs. Corporate (cagr 06-09 +26.6%) mitigates decreasing interest spreads 3 Highest contribution from Russia (Retail +51.5%, Corporate +34.2%) „ Non interest income: 9 Acceleration in fees and commissions income supported by higher sales of Mutual Funds and development of high value added products for corporate clients 9 Main contributors: Russia, Turkey and Poland „ Cost of risk stable 16

(1) Total loans/deposits include general govt, non-financial corporations, households and when available NPISHs and Non-MFIs; CEE: new EU members, Croatia, Turkey, BiH, Serbia, Russia and Ukraine. (2) Calculated for CEE 9, including Poland, Czech Rep., Hungary, Slovakia, Croatia, Bulgaria, Romania, Turkey and Russia. (3) Net Profits (Before Tax & Extr. Items) are calculated for CEE 9. Sources: Central Banks and UniCredit Group New Europe Research Network

16 UNICREDIT GROUP IN CEE: A SUCCESSFUL INVESTMENT STORY

2006 EVA (~800 mln) BY COUNTRY ~28% on total Group EVA „ Leader in the region able to generate strong value Romania 3% „ Owner of an extensive network Hungary 5% Russia 8% exploiting the benefits of Croatia & BiH 9% (1) diversification Turkey 19% „ Committed to substantial invest in the region based on Group positioning and market potential Czech Rep. 6%

„ Move in Kazakhstan (ATF Bulgaria 6% Poland's acquisition) consistent with Group Other 2% Markets 42% growth strategy in the area and its proven capability

17 (1) BiH: Bosnia & Herzegovina

17 EXTENSIVE PRESENCE IN THE REGION

MARKET SHARE % BY TOTAL LOANS (as at Dec06) AMONG TOP FIVE IN 11 COUNTRIES Leader Top 5

Rank, # # 1 # 1 # 1 # 1 # 4 # 4 # 4 # 4 # 4 # 5 # 5 # 6 # 6 # 7 # 7 # 9 # 9

23.5% 20.8% 18.8%(1) 18.6%

10.8% 10.2% 10.1% 9.8% 6.8% 6.2% 6.4% 5.6% 4.6% 2.7% 1.8% 1.7% 0.6%

Croatia BiH Poland Bulgaria Slovakia Turkey Czech Romania Ukraine Kaza- Slovenia Serbia Russia Hungary Estonia Latvia Lithuania Rep. khstan

Branches 127 174 1,309 317 93 653(2) 79 146 515 54 14 46 47 76 1 1 2

GDP (euro bn) 34 9 272 25 44 319 114 97 85 62 30 24 785 89 13 16 24

Avg. GDP 07-09e 4.4 6.5 5.4 6.1 7.3 5.9 5.0 5.5 5.7 9.0 5.2 5.7 6.6 3.5 8.8 8.1 6.8

Population (mln) 4 4 38 8 5 73 10 22 47 15 2 7 143 10 1 2 3

18 (1) ~17.4% net of new BPH Small presences also in Azerbaijan, (2) At 100% Kyrgyzstan and Tajikistan

18 UNDISPUTED LEADERSHIP AS FOR SIZE AND PROFITABILITY

Central & Eastern Europe – Top Financial Groups*

Total Assets (Eur bn) Total revenues (Eur mn) Net Profit (Eur mn)(7) Branches (no.)

(1),(2) (2) (2) (2) 109 5,386 1,744 3,654

(3) (3) 62 2,733 805 1,750

(8) (8) 56 2,976 686 2,848

49 2,173 573 1,429

(4) (4) 41 2,013 639 1,579

(5) (5) (5) 30 1,555 422 998 (6) (6) 29 1,857 857 1,283

*) As at end of 2006 (pro forma - incl. acquisitions until 05/2007) 100% of total assets and revenues for controlled Companies (stake > 50%) and share owned for non controlled companies. 100% of branches for all banks. Figures for UCI banks are from accounting except for Turkey (from FMC)

19

Source: Unicredit CEE Research. Note: (1) Turkey at 50% for each subsidiaries (YKB at 50%); (2) Including announced acquisition in Kazakhstan & Ukraine on a pro forma basis; (3) Excluding Bank Prestige for P&L figures; (4) Banka Popullore and Ohridska banka’s figures for P&L n.a.; (5) BS and P&L figures for Banca Italo-Albanese as of 2005; revenues for American Bank of Albania excluded as n.a.; (6) P&L figures for Investsberbank and CJSC OTP Bank n.a.; (7) After tax and before minority interest; (8) Net of one-off gains from disposal of Group’s assets (including unit in Ukraine)

19 CLEAR BENEFITS FROM DIVERSIFICATION

2006 PRO FORMA NET PROFIT FOR UNICREDIT FROM CEE REGION: ~1.3 bn

% contribution to CEE region Baltics(1) Σ INVESTMENT net income for the Group 0.2% GRADE = 79% Slovakia Bulgaria 2% 4% Serbia 1% Czech Rep. Hungary Kazakhstan 7% 5% 2% Ukraine 3.5%

Croatia Romania Poland Russia 10% 2.5% Turkey 37% 11% 16% Slovenia 0.8% Country Rating AA AA- A+ AA- BBB+ BBB BBB- BB+ BB BB- (S&P, FX currency)

Investment Grade Non Investment Grade

„ 79%(2) of 2006 Unicredit net profit in CEE coming from Investment Grade Countries, 65%(2) from BBB+ or better „ Recent acquisitions in Kazakhstan is consistent with overall risk profile

20 (1) Lithuania (A), Estonia (A), Latvia (BBB+) (2) CEE Division’s Corporate Center in Vienna considered as Investment Grade

20 NET PROFIT GROWING ~45x IN JUST SEVEN YEARS

INCREASED NET PROFIT CONTRIBUTION FROM CEE REGION THROUGH ORGANIC GROWTH AND ACQUISITION Net profit, pre minorities; mln CEE Region 1,687 ~45x o/w ~1,200 mln UniCredit Results in CEE region, bn organic growth

o/w ~450 mln 2006 pro- y/y % Weight (1) 37 acquisition forma (5) change on UCG 1999 2006A Revenues ~5.3 20.3% ~18%

SOME EXAMPLES OF BANK’S NET PROFIT Pre tax profit ~2.2 27.0% ~21% (PRE MINORITIES) IMPROVEMENT(2): Net income for ~1.3 49.7% ~20% „ Pekao: from 37 mln in 1999 to 465 mln in 2006, cagr +43.6% the Group

„ Zaba: from 102 mln in 2002 to 169 mln in 2006, cagr +13.5% EVA reported ~0.8 56.1% (6) ~28%

„ Bulbank: from 25(3) mln in 2000 to 59(4) mln in 2006, cagr +15.4%

„ KFS: from 163 mln in 2005 to 229 mln in 2006, +40.0% y/y

21

(1) Sum of bank’s net profit (pre minorities) in the first year of consolidation (5) 2006 figures and weight calculated including Capitalia, (2) 1 Year of acquisition; in case of Turkey year of acquisition of Yapi Kredi ATF & USB; y/y ch. at constant FX & perimeter; EVA not restated (3) Excluding extraordinary income from UBB disposal (6) y/y growth at constant FX; +~40% excl. Russia & Turkey (where y/y (4) Excluding 25 Eur mln integration costs trend was affected by increasing controlling stake)

21 KEY ACTION LINES IN CEE

„ Extensive rebranding project to build a recognisable European franchise

„ Use of Group Product Factories to control the full value chain exploiting scale/size

„ Strong investments to capture growth based on the Group positioning and market potential … opening approx. 800 branches in the region

22

22 BUILDING A PAN EUROPEAN BANKING BRAND

NEW BRAND STATUS

Slovak Rep. 3 Bulgaria 3 „ Build a recognizable brand in the region Czech Rep. Q4/07 Ukraine 3

„ Differentiate from competitors Croatia 3 leveraging on extensive network strength BIH Q4/07 Serbia 3 Montenegro „ Increase customer loyalty Romania 3 „ Support customer acquisition Hungary 3 Baltic area 3 „ Enhance cross-selling appeal to customers Russia Q4/07 Slovenia Q3/07

Poland Final decision to be taken Turkey 3

23 3 New brand launched

23 MIB AND PIONEER: GLOBAL PLATFORM AND STRONG BRAND TO EXPLOIT GROWTH POTENTIAL FROM A WIDE NETWORK

M&A In CEE by # of Deals CEE Equities by # of Deals Mergers & Acquisitions 2006 ECM(1) 2006, Bookrunner CEE „ Leading position in CEE in Equity Capital Markets # of deals # of deals and M&A; # 1 in Poland in IPO, Trading, Commercial Paper, Corporate Bond Deloitte 20 Bank Millenium 23 „ Targeting further growth in M&A and Corporate Finance, Leveraged/Structured Finance, Derivative UniCredit 18 UniCredit 17 Sales, ECM(1) and DCM(2) E&Y T. A. 12 Deutsche B. 15 „ Aton + IMB: a powerful dual platform to exploit the fast growing Russian market

AuM CEE Net Sales CEE eur mln eur mln „ # 1 in the region with over 10 bn AuM and 68 mln EBIT and among the top 3 in most major markets 10,170 +23% 1,140 14% of beginning „ Leverage on international brand recognition, one 8,258 of period engine for investments, wide range of global and 671 AuM local products „ 1.1 bn net sales YTD, i.e. 14% of beginning of period AuM „ Entering new fast growing markets: Russia and beyond 2006 May 07 2006 2007YTD

24 (1) Equity Capital Markets (2) Debt Capital Markets

24 LEASING, GFS (GLOBAL FINANCIAL SERVICES) AND CONSUMER FINANCING: BEST IN CLASS OFFER TO INCREASE CROSS-SELLING AND ATTRACT NEW CLIENTS

„ # 1 in the region with presence in 14 CEE countries(1) „ ~3 bn new business volume and ~200 mln revenues(2) in the region in 2006

GLOBAL FINANCIAL SERVICES „ Started roll-out of common platform for international payments and cash management (pilot in Russia, Romania, Bulgaria) „ Started rationalization of Correspondent Banking activities in all CEE countries gaining easy and efficient access to 4,400 banks worldwide

(3) „ ~6.5 million cards at Group level in CEE „ Fast implementation of specialist model leveraging on local distribution „ Top priorities: Poland, Russia, Romania, Bulgaria „ First products to be introduced: personal loans & POS Financing. Revolving cards to follow

25 (1) Market leader in Romania, Slovakia and Bulgaria, # 2 in the Czech Republic and Croatia, among the top 5 in Poland, Russia, Serbia, BiH and Latvia (2) Excluding Turkey (3) Rebranding of Clarima: pending regulatory approval

25 GBS - NEAR-SHORING OF ICT AND BACK OFFICE: A GOOD COMBINATION OF COST SYNERGIES AND COMPETENCE CENTERS SET UP

IT Near-shoring site (1) Location Competence Centers Employees BO Near-shoring site ICT BO Dec-06 Czech Rep.99 317 Hungary9 83 Poland9 42 Poland Slovakia(2) 9 30 Czech Turkey(3) 99 - Slovakia Hungary Romania9 439 Romania BO in Romania +170% Turkey

FTEs 237 439 640 3,350 „ Significant development of BO operations in Processed 2,459 Romania starting from 2005 transaction s (‘000)(4) „ ~13 mln cost synergies through near-shoring 401 already booked in 2006 2005 2006 2007E 26 (1) Main focus on application development (2) Employees in April 2007; no FTEs in Dec06 (3) Set-up ongoing (4) Payments (mainly correspondent banking and credit transfers), mortgages and other

26 INVESTMENTS IN THE REGION DRIVEN BY GROUP POSITIONING AND MARKET POTENTIAL

Bosnia Russia, Turkey, Poland, 25.0 Ride the market Ukraine, Romania and growth and Kazakhstan key markets for selective Croatia Poland future growth based on the product best combination of: factories Bulgaria 9 Positioning 20.0 investments 9 Revenue pool 9 Market potential

15.0 Aggressive Selective organic organic/external growth growth based on 10.0 Turkey1 opportunities Slovakia Kazakhstan Ukraine Czech Romania Unicredit Group Positioning Republic (Market Total shares by Revenues ’06) 5.0 Russia Hungary Slovenia Serbia

0.0 Baltics 0.0 5.0 10.0 15.0 20.0 25.0 30.0 35.0 Market Growth Potential = Weight of 2006 Revenues on CEE (Revenues CAGR 2006-2009(2), %) region total Revenues 27 (1) Market revenues in 2006 adjusted for extraordinary revenues from disposal of Source: Unicredit CEE Research assets (2) Local Currency

27 KAZAKHSTAN: A NATURAL EXTENSION OF THE CEE REGION

REGION APPEAL „ A large and rich country, “hub” for the enlarged Central Asia region (over 60 mln inhabitants) „ Limited risk profile compared to other emerging markets with country ratings improvement in the last years MAIN TRANSACTION TERMS „ The acquisition will be managed by BA-CA (that will acquire no less than 85% of the capital) as UCG competence centre in CEE region „ Price payable in cash at closing calculated on a 100% basis equal to 9 US$ 2,275 mln (EUR ~1,700 mln) 9 Capital increase subscribed by current shareholders prior to closing US$ ~100 mln (EUR ~75 mln) „ Further payment equal to 50% of 2007 net profit payable after approval of FY07 figures „ 2006 implied P/BV of 4.1x and 1H07 implied P/BV of 3.9x (post money and excluding contingent payment) „ Transaction closing expected in 4Q07 „ Mandatory tender offer for remaining minority shares to be launched after closing

FINANCIAL IMPACT „ Positive contribution to the Group net income already from year one „ Expected synergies from funding optimization and implementation of Group’s best practices „ Impact on UCG Core Tier 1 ratio ~30 bps

28

28 A LARGE AND RICH COUNTRY STRATEGICALLY POSITIONED BETWEEN RUSSIA, CHINA AND INDIA

Strategic overview of the country Geographical location „ Population: 9 ~15.4 mln 9 over 60.0 mln in the enlarged area1 „ 2006 GDP per capita: 9 EUR ~4,000 mln, 9 2nd largest in the CIS „ Well developed banking sector, most advanced among Central Asian countries

(2) Selected Countries with Comparison with other countries in Central Asia UCG presence(3)

Kazakhstan Uzbekistan Turkmenistan Kyrgyzstan Tajikistan TOTAL Turkey Russia Ukraine

Population ‘06 (mln) 15 27 7 5 761 73 143 47 Nominal GDP ’06 62 13 6 2 285 319 785 85 (EUR bn) 2006 GDP/Capita (EUR) 3,995 470 896 431 3041,383 4,365 5,499 1,808 CPI 2006, eop 8.4% 19.8% 11.5% 5.6% 9.8%n.m. 9.7% 9.0% 11.6% Unemployment 7.8% 0.8% nm 18.0%4 12.0%4 n.m. 9.7% 6.9% 6.8% avg. 2006 29 (1) Including Uzbekistan, Turkmenistan, Kyrgyzstan and Tajikistan (2) Source: UniCredit Group CEE Research Network on DataStream figures (3) Source: UniCredit Group CEE Research Network (4) 2005 figure

29 STRONG ECONOMIC GROWTH COUPLED WITH A MORE DEVELOPED BANKING SECTOR SUPPORT FUTURE VOLUME GROWTH

Real GDP growth(1) Banking penetration in 2006(1)

Loans/GDP '06 9.8% Deposits/GDP '06 119% 9.0% Avg. 03-06 7.9% Avg. 07-09e 96% 7.1% 6.9% 6.6% 6.3% 5.9% 5.7% 6.0%

51% 52% 46% 40% 37% 34% 37% 2.1% 32% 30% 28% 1.8%

Kazakhstan Turkey Russia Ukraine CEE-16 EU-12 Kazakhstan Turkey Russia Ukraine CEE-16 EU-12

„ Above CEE average volume growth … 9 Loans cagr 06-09e: +34.6% vs. 28.9% on avg. in CEE 9 Deposits cagr 06-09e: +35.0% vs. 22.6% on avg. in CEE „ … with retail to deliver most of the growth: 9 Loans cagr 06-09e: +43.7% vs. 34.5% on avg. in CEE

„ Limited foreign presence allows for first mover advantage

30

(1) Source: UniCredit Group CEE Research Network and Research Strategy, Economist Intelligence Unit for Kazakhstan

30 ATF: AMONG TOP FIVE BANKS, WELL POSITIONED TO CAPTURE FUTURE GROWTH …

ATF IN BRIEF BALANCED BUSINESS MODEL

„ Established in 1995 Business Breakdown (2006) „ Among top five banks (as of Dec06): Loans Deposits rd 9 3 largest bank by assets (euro 6.3 bn), Retail Retail mkt share 11.8% 13.4% 18.4% 9 4th by deposits (euro 2.5 bn), mkt share 8.8% SME 18.3% Corporate 9 5th by loans (euro 3.5 bn), mkt share & SME 9.8% 81.6% Corporate „ Nationwide, well developed and 68.3% recognized branded network: 9 110 branches as of June 2007 „ SME and Retail segments rapidly expanding „ Strong and experienced management „ Diversification into financial services team: 9 Insurance 9 Total employees: 3,648 people 9 Leasing „ High quality client base: 9 Pension fund 9 over 15,000 corporate & SME customers „ Footholds in surrounding countries 9 164,000 retail customers 9 Kyrgyzstan 9 Tajikistan

31 Source: Company information; Mkt shares: FMSA as of 31 Dec 2006. Based on unconsolidated figures on local accounting principles; Figures converted at the exchange rate of 167.2 KZT/EUR

31 … STARTING FROM ROBUST FINANCIAL RESULTS IN 2006

Key Financials

Euro mln 2005 2006 % ch. „ Total revenues mainly driven by strong increase in volumes Total Revenues 84 157 87% „ Improved efficiency (cost income ratio Operating Profit 40 88 123% reduced by 9pp y/y) with further room of improvement vs. market average (44% Profit Before Taxes 27 43 59% vs. 28% for the sector)

Net Income 23 27 17% „ Higher loan provisions in 2006 (3.5 times higher than 2005) largely due to a Cost/Income ratio 53% 44% -9 pp more conservative approach and alignment towards market average Customer Loans 1,586 3,221 103%

Customer Deposits 733 2,155 194%

32 Source: Company information as of 31 December 2006 and FactSet. Based on IFRS accounting Note: Balance sheet figures converted at year end exchange rate of 167.2 KZT/EUR for 2006 and 159.2 KZT/EUR for 2005 P&L figures converted at average exchange rate of 159.5 KZT/EUR for 2006 and 166.4 KZT/EUR for 2005

32 UKRAINE: TRANSACTION SIGNIFICANTLY STRENGTHENS THE GROUP’S PRESENCE IN ONE OF THE MOST ATTRACTIVE COUNTRIES IN THE REGION

COUNTRY APPEAL „ Stable and fast growing economy strategically located between Europe and Russia „ Large retail market (population of 47 mln) with strong interest from foreign investors

MAIN TRANSACTION TERMS „ BA-CA will purchase approximately 95% of Ukrsotsbank’s share capital from the „ Price payable in cash at closing calculated on a 100% basis equal to: 9 US$ 2,070 mln (EUR ~1,520 mln), plus 9 Capital increase subscribed by current shareholders prior to closing US$ ~130 mln (EUR ~95 mln) 9 Price adjustment based on difference between net asset value between 31 December 2006 and closing (excluding above capital increase) „ 2006 implied P/BV of 4.5x (post money and excluding price adjustment) „ Transaction closing expected in 4Q07

FINANCIAL IMPACT „ Positive contribution to the Group’s net income from year one „ Expected synergies from funding optimization and integration of the Group’s existing Ukrainian operations „ Impact on the Group Core Tier 1 ratio ~30 bps

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Source: Figures converted at the exchange rate of 1.3618 US$/EUR (ECB)

33 UKRAINE: A LARGE AND FAST GROWING COUNTRY WITH A UNDERPENETRATED BANKING SECTOR OFFERING A HIGH POTENTIAL

Strategic overview of the country Geographical location

„ Strengths: 9 Large and well-educated population (47 mln) 9 Proximity to “core” Europe 9 Strong projected economic growth (5.7% avg. Real GDP growth 07-09E) „ 2006 GDP per capita: 9 EUR 1,808 (+20% vs. 2005)

Key features of the banking sector „ Strong projected volume growth: 9 Loans CAGR 06-09E: +41.5% (with retail expected to grow at over 60%) 9 Deposits CAGR 06-09E: +32.8% „ Still fragmented and under-penetrated banking sector with strong volume growth opportunities: 9 Loans/GDP of 46% in 2006 9 Deposits/GDP of 34% in 2006

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34 UKRSOTSBANK: LEADING PLATFORM ACHIEVING A TOP TIER POSITIONING IN THE UKRAINIAN MARKET...

UKRSOTSBANK IN BRIEF BALANCED BUSINESS MODEL

„ Established in 1990 as a joint stock company Business Breakdown (2006) „ Among top six banks (as of 31 December 06): Loans Deposits 9 4th by deposits (Euro 1.6 bn), mkt share 5.4% 9 6th by loans (Euro 1.9 bn), mkt share 5.2% th Retail but 4 in the retail segment (mkt share 8.9%) 56.1% Corporate „ Nationwide, well developed distribution & SME Retail platform: 43.9% Corporate 52.0% & SME 9 497 branches (as of 31 December 2006), the 48.0% 7th largest network in Ukraine 9 58% of the branches located in the wealthiest areas of the country „ Strong position in mortgages and in retail 9 788 ATM (as of 31 December 2006) finance (6th largest issuer of bank cards) „ Strong and experienced management team: „ Focus on medium-sized and large business in 9 More than 10 years banking experience each corporate banking: „ High quality client base: 9 Leader in factoring (~30% mkt share) 9 over 130,000 corporate & SME customers „ Active also in Investment Banking and ALM 9 over 1.35 mln retail customers

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Source: Company information; Mkt shares: NBU as of 31 Dec 2006. Based on unconsolidated figures on local accounting principles; Figures converted at the exchange rate of 6.7 UAH/EUR

35 … SUPPORTED BY STRONG FINANCIAL PERFORMANCE

Key Financials

Euro mln CAGR 2004 2005 2006 04-06A „ Total revenues mainly driven by strong Total Revenues 93 125 178 38% growth in net interest income supported by significant lending expansion (+82% Operating Profit 23 40 67 72% customer loans CAGR 04-06 with retail delivering most of the growth >150% CAGR) Profit Before Taxes 21 31 51 55% „ Economies of scale and focus on cost Net Income 18 23 37 45% control leading to a 14 pp decrease of C/I ratio in the last 2 years, with room for Cost/Income ratio 76% 68% 62% -14 pp further improvement

Customer Loans 575 1,196 1,905 82% „ 2006 RoAE(1) at an excellent 17.4%

Customer Deposits 804 1,402 1,646 43%

36 Source: Company information as of 31 December 2006 and FactSet. Based on IFRS accounting Note: Balance sheet figures converted at year end exchange rate of 6.7 UAH/EUR for 2006 and 6.0 UAH/EUR for 2005 P&L figures converted at average exchange rate of 6.3 UAH/EUR for 2006 and 6.6 UAH/EUR for 2005 (1) Return on average Equity

36 CONCLUSIONS

UCG KEY LEVERS TO BUILD A UNIQUE PAN EUROPEAN NETWORK

„ Strengthening in the four core markets

„ EVA creation and clear governance as a driver for investment selection

„ Divisional model as a key tool to extract value

„ Global product factories to fully exploit the breadth and depth of the network

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