2005 GROUP RESULTS Alessandro Profumo - CEO

2005 GROUP RESULTS

Alessandro Profumo - CEO

Milan, March 22nd 2006

2

AGENDA

2005 UCI Group Consolidated Results

First Integration Achievements

Annexes

UCI Standalone 2005 Results

HVB Group 2005 Results

UCI Group: Key Highlights

3

SOLID PRO-FORMA(1) RESULTS SUPPORTED BY THE GOOD Y/Y PERFORMANCES OF BOTH UCI GROUP AND HVB GROUP STANDALONE

Normalized(2) net income at 3,808 mln, thanks to the good performance of the standalone Groups:

UCI standalone at 2,573(2) mln, +24.4% y/y(3)

HVB standalone at 1,162 mln(4), +137.3% y/y

(1) Pro-forma P&L includes HVB Group standalone 12 month results and restructuring charges

Solid figures for the new Group, with pro-forma(1) net income at 3,383 mln (including pre-tax restructuring charges of 580 mln)

(3) IAS figures, 2004 excluding IAS 32 & 39

Pro-forma(1) EPS at 0.33 Euro, Normalized(2) EPS 0.37

Total revenues at 20,791 mln, with excellent growth in the main revenue lines

UCI standalone at 11,024 mln, +8.0% y/y(3)

HVB standalone at 9,697 mln, +8.2% y/y

Proposed DPS at 0.22 Euro (+7.3% y/y) for ordinary shares

2005 Core Tier 1 ratio at 5.52%, better than plan targets

(2) Excluding restructuring charges

Cost income at 62.3%, improving in both standalone Groups:

UCI standalone at 54.8% from 55.8% in 2004(3)

HVB standalone at 68.1% from 68.7% in 2004

(4) Excluding restructuring charges and general allowance to loan loass provisions

4(1) Including HVB Group standalone 2 month results, Integration effects and other one-off costs

(mln)2005 PRO FORMA(2)

OF WHICHHVB GROUP STNDALONE

OF WHICH UNICREDIT

STNDALONE

PURCHASE PRICE

ALLOCATION AND

ELISIONS

Pro-forma EPS, Euro 0.33

Proposed DPS, Euro 0.22

(3) Excluding integration effects

Normalised EPS(3), Euro 0.37

Normalised net profit for UCI Group(3) 1,1622,573 +733,808

2005 UCI GROUP

STATED (1)

Total revenues 9,69711,024 7020,79111,024

Operating expenses -6,608-6,045 -73-12,726-6,045

Gross operating profit 3,0894,979 -38,0654,979

Integration costs -546-177 +143-580-177

Consolidated net profit for UCI Group 6422,455 +2863,3832,470

Pre-tax profit 1,2994,068 +2365,6034,068

(2) Including HVB Group standalone 12 month results, Integration effects and other one-off costs

2005 GROUP PRO-FORMA NET INCOME AT 3,383 MLN GOOD CONTRIBUTION OF STANDALONE GROUPS IMPACTED BY INTEGRATION AND ONE-OFF CHARGES; PROPOSED DIVIDEND GROWING 7.3% Y/Y

5

RESTRUCTURING COSTS AND ADJUSTMENTS: 580 MLN NET IN 2005 AS THE ANNOUNCED 1,350 MLN COULD NOT BE ENTIRELY BOOKED IN YEAR ONE

Pre-tax and minorities (mln)

Restructuring costs after adjustments amount to 580 mln in 2005 P&L

Pre tax impact in FY05

Severance

Loan provisioning

TOTAL (gross of adj.)

490

147

870

Others 75

Restructuring costs: breakdown by typology(mln)

870 mln gross charges come mainly from: 490 mln severance costs 147 mln loan provisioning in HVB (77 mln) and BA-CA (70 mln) 158 mln impairments (mainly IT) 58 mln consultancies

Purchase price adjustments, related to fair value valuations in the new group opening balance sheet, have 290 mln pre-tax positive effects. The main items whose P&L impact is offset are:

147 mln loan provisioning 40 mln investment impairments 99 mln software impairments

(2) The adjustments are related to items which do not impact the consolidated net profit as they were already accounted for in the new group opening balance sheet

(1) In 2005 consolidated pro-forma P&L

The announced 1,350 mln charges could not be fully booked in 2005, due to delays in Poland and to IAS P&L recognition rules

HVB UCI(stand – alone)

BA-CA TOTAL

580

-290438

108

177

Adjustments(2)

870

Impairments 158

Restructuring costs and adjustments(1): breakdown by Group

147

One-off provisions

546

6

CREATION OF A BIG EUROPEAN PLAYER WITH CRITICAL MASS IN ALL KEY AREAS

DIRECT DEPOSITS BRANCHES EMPLOYEES

UCI HVBo/w

BACA

178.1284.1

GROUP

462.2

106.1

UCI HVBo/w

BACA

4,880

2,304

GROUP

7,184

1,570

UCI HVBo/w

BACA

71,470 61,447

GROUP

132,917(1)

33,001

(1) “Full time equivalent”, KFS and YKB employees consolidated pro-quota

UCI HVBo/w

BACA

LOANS (bn) RWA

160.5266.1

AUM

GROUP

426.6

112.8

UCI HVBo/w

BACA

172.4246.2

GROUP

418.6

75.2

UCI HVBo/w

BACA

157.0114.7

GROUP

271.7

35.5

7

ALL SOLVENCY RATIOS WELL ABOVE 2005 PLAN TARGETS; 2006 CORE TIER 1 TARGET (6%) FULLY ACHIEVABLE

(1) Plan Targets based on M&A “Main” Case scenario – All share acquisitions with 100% acceptance levels

Tier 1 ratio (%) 6.89%

Total Capital ratio (%) 10.33%

2005

TOTAL RWA (bn) 418.6

5.7%Marginal RARORAC (%)(3)

Core Tier 1 ratio (%) 5.52%

6.22%

10.11%

2005Plan(1)

Targets

433.4

5.30%

Core Capital (bn) 23.1 22.9

(2) Already deducted from Core Capital

Total RWAs lower than planned mainly thanks to:

Reduced real-estate collateralized credit exposure for HVB Group

Significantly reduced market risks for HVB due to the adoption of the advanced internal model

Dynamic Capital Management: capital generating actions carried out by the New Group (e.g. Locat securitization, partial disposal of Munich Re holding, continued pruning of investment portfolio)

Core TIER 1 ratio well above Plan estimates, while adopting a prudent approach on deferred tax assets of 1.7 bn, not reflected in capital

6% Core TIER 1 ratio target as of year-end 2006 fully confirmed, thanks to: organic earning generation

additional capital generating actions (e.g. disposal of Securities Service business, Splitska Banka)

15.6%ROE (stated, %)

(3) Calculated on pro-forma net income (HVB Group consolidated for 12 months)

8

AGENDA


Annexes





9

UCI STANDALONE: QUALITY RESULTS WITH STRONG P&L AND VOLUME GROWTH

UCI standalone (excluding HVB and restructuring charges) net income at 2,573 mln, growing significantly +24.4% y/y

Further strengthening of Group market positioning especially in asset management (market share at 15.57%, +103 bp y/y)

Revenues up 8.0% y/y to 11,024 mln, thanks to the brilliant performance of net interest income (+10.6%) and net commissions (+12.0%)

Good improvement in cost income ratio, down 104 bp y/y to 54.8% and operating expenses up by only 2.3% y/y(1)

Significant volume expansion: loans +14.4%, with good growth in all the divisions

Operating income up 10.6% y/y, thanks to strong contribution by all divisions:

Retail +24.0%

Corporate & Investment Banking +4.1% (10.8% ex derivatives)

New Europe +19.4%

Private & AM +29.9%

(1) At constant FX and perimeter; excluding non recurring items not related to the integration

10

UCI STANDALONE 2005 KEY HIGHLIGHTS: DOUBLE DIGIT GROWTH IN OPERATING INCOME DRIVEN BY A SOLID REVENUE INCREASE

IAS mln

57 bp

FY05

Cost of Risk(2), bp

FY05

4Q05% ch. on 4Q04(1)

Total Revenues 11,024 2,794 +8.3%+8.0%

2,573Net Income 456 +8.8%+24.4%

-7 bp

Operating Income 4,979 1,170 +2.9%+10.6%

Ch. on FY04(1)

54.8%C/I Ratio, % 58.1% +2.2 pp-1.1 pp

y/y % ch.(1)

0.41EPS(4) (Euro) +24.2%

(1) 4Q04 & FY04 excluding IAS 32 & 39

(3) Net Income of UCI standalone / period average net equity (excluding revaluation reserves, dividends related to the previous year and impacts of HVB acquisition

(2) Net loan loss provisions / net customer loans at year end

19.0%ROE(3) +3.3 pp

(4) Calculated as the ratio between net Income of UCI standalone and the number of shares pre capital increase due to HVB deal

Figures without integration costs & HVB impact

11

NET INTEREST INCOME GOOD PERFORMANCE WITH ACCELERATION IN LAST QUARTER ALSO THANKS TO YAPI ACQUISITION

NET INTEREST INCOME excl. Dividends (mln)

1Q05

New Europe

Italy

1,293

1,006

287

2Q05

1,293

991

302

1,375

1,056

319

3Q05

Comments on quarterly trend

Italy: growth mainly driven by spread effect, with volume effect substantially stable

Retail: good increase of deposit spread benefiting from market rates rise

Corporate: UBI benefiting from better deposit spread, while lending volume effect is negative

New Europe(1): +4.0% at unchanged FX excluding positive one-off effects accounted in 3Q05, with relevant volume growth (+7.1% at unchanged FX vs. Sep 05)

1,433

1,070

363

4Q05

+4.2%

+1.3%

+13.8%

Q/Q % ch.

5,394

4,122

1,272

FY05

+10.6%

+8.0%

+19.8%

Y/Y % ch.

(1) Excluding Yapi First Time Consolidation effects

12

INCREASED LENDING VOLUMES IN ALL DIVISIONS AND GROWING MARKET SHARES

5.014.4 20.9

5.2

DEC 04

10.83%

11.05%

Retail: loan growth (+14.5% y/y) driven by mortgages, consumer credit and small business

Corporate: up 9.3% y/y with good contribution of m/l term (+10.7% (2) vs Dec 04)

New Europe: +23.2% y/y at unchanged FX excluding Yapi, with good growth in all banks (i.e. Pekao

+10.2%, Zaba +21.8%)

(1) Data as of January, 1st 2005, including IAS 32-39 application(2) Source: Bank of Italy Matrix (Total Loans net of NPLs and Repos)

DEC 05(3)

On total loans 10.59%

On M/L term loans 10.81%

160.5

Corporate & IB

New Europe

DEC 04(1) DEC 05

139.7

Retail

65.7

62.6

71.8

+14.9%

Other

54.6

% ch. vs SEP 05

+5.4%

+21.8%

+4.3%

+1.8%

+12.8%

TOTAL CUSTOMER LOANS (IAS, bn)

UCI LENDING MARKET SHARES(2) IN ITALY

Excluding 4.7 bn securitisation, market shares would be:

10.94% (+11 bp on Dec 04) on total loans

11.13% (+8 bp on Dec 04) on M/L term loans

(3) Including the effects of 4.7 bn securitisation (UCB mortgages + Locat short term loans)

17.1

4.6

152.3

SEP 05

60.0

70.6

SEP 05(3)

10.77%

10.85%

Excluding Yapi Kredi

+9.1%

+5.0%

13

(4) Net commissions on segregated accountsand on management of collective investment funds

Excl. one-off on tax collection(1)

in 3Q05

+14.0%+9.7%

(1) 23 mln one-off tax collection fees accounted in 3Q05 but related to 1H05

NET COMMISSIONS ACCELERATING QUARTER BY QUARTER TO REACH THE HIGHEST EVER RESULT IN UNICREDIT HISTORY IN 4Q05

NET COMMISSIONS (mln)

(2) Corporate finance + Equity capital market + Debt capital market

1Q05

1,026

2Q05

1,071 1,113

3Q05

1,163

4Q05

+4.4%

Q/Q % ch.

4,373

FY05

+12%

Y/Y % ch.

FY05/FY04 growth key drivers: Fees on asset management products: +18.7%(4) (+262 mln to 1,661 mln, o/w +20 mln performance

fees, growing by 56% y/y thanks to buoyant market conditions) Corporate Division(3): foreign-trade (+17 mln), investment banking(2) (+68 mln) and transaction

services (+6 mln)

4Q05 net commissions increase by 50 mln q/q, +4.4% vis-à-vis outstanding 3Q05 results (+6.7% excluding one-off(1)), mainly thanks to fees on investment banking(2,3) (+18 mln), on foreign-trade & transaction services(3) (+6 mln) and on asset management products(4) (+15 mln to 453 mln in 4Q05)

(3) Managerial accounts in ITAS

New Europe

Other

143 148 161 202 +25.6% 654 +18.6%

Excluding Yapi Kredi

+0.8% +10.9%

+3.4%

+11.3%+2.1%

14

STRONG GROWTH OF GROUP AUM THANKS TO POSITIVE MARKET DEVELOPMENT AND REMARKABLE SALES PERFORMANCE ACROSS ALL REGIONS

DEC 04

(3) Calculated according to the “new” classification methodology adopted by Assogestioni since January 2005

(1) US + New Europe + International (ex Italy)

UCI TOTAL AUM(bn)

DEC 05

157(2)

DEC 04

128

+3.1%

Italy

International(1,2) 38

52

90105

+3.3%

+3.1%

% ch. vs Sep05

UCI mkt. share(3) 14.54%

… leading to continued gains in market share and # 2 ranking

UCI is undisputed leader of the Italian market in mutual funds’ net sales: 5,546 mln out of 8,439 mln for the entire system as at end 05…

A clear growth story based on Pioneer global presence: +29 bn AUM in 12 months, of which 14 bn in the international business units(1,2) (+37% y/y)

Further improvement in asset mix with positive impact on average pricing

15.57%

FEB 06

15.74%

DEC 05

(2) Including 4.3bn AuM of AmSouth acquired on September 26, 2005; Total AuM growth excluding AmSouth assets is +19.3% vs. Dec04

+22.6%

Strong contribution from UPB and Xelion: 2.6 bn net sales of asset management products in 2005 (+106% vs 2004)

Solid and consistent performance versus competitors in the worldwide ranking : Pioneer funds rank in the 35th percentile on a 1-year basis and in the 29th percentile on a 3-year basis

SEP 05

152(2)

50

102

15

4Q “CORE” INCOME FROM FINANCIAL TRANSACTIONS PRETTY IN LINE WITH THE PREVIOUS QUARTER

4Q/3Q stated trend affected by significant fair value adjustments and a single one-off exceptional gain posted in 3Q05:

INCOME FROM FINANCIAL TRANSACTIONS (mln)

(1) FY05 vs FY04 comparison barely significant as FY04 data are calculated excluding IAS 39 effects

1Q05

296

188

2Q05

225

159

253

137

3Q05

182

4Q05

Of which: Derivatives(Corporate +

Institutional + Retail)

956

632

FY05

-2.2%

-8.8%

Y/Y % ch.(1)of which 74 mln one-off from conversion of Convertendo FIAT

4Q “core performance(2)” pretty in line with 3Q05 (182 mln vs 179), with higher contribution of derivatives (148 mln vs 137 mln)

(2) Obtained adjusting both 4Q and 3Q05 for significant fair value adjustments and 3Q05 for the one-off gain coming from conversion of Convertendo FIAT; further details available in the slide

Negative mark-to-market of call option embedded in the Generali Exchangeable Note (-86 mln in 4Q05 vs -26 mln in 3Q05)(3)

74 mln one-off gain coming from conversion of Convertendo FIAT in 3Q

(3) Gains on the underlying security Ass. Generali are directly booked against equity, as Generali is included among AFS holdings

Exchangeable Ass. Generali effect:

+6 -8 -26 -86

148

-114

TOTAL (excl. Exchangeable Ass. Generali effect)

-28.1%

Q/Q % ch.

+1.7%

Net of Convertendo FIAT effect

16

OPERATING COSTS: +2.3% Y/Y NET OF FX EFFECTS, CHANGES IN PERIMETER AND ONE-OFFS

Current FX, mln Constant FX, mln exc. one-offs&

perimeter changes

5,701

2004 2005

6,045

Personnel costs

Other admin. expenses

Depr. & amortisation

Recovery of costs

+6.0%

5,673

2004 2005

+2.3%

FY05 OPERATING COSTS(1)

3,473

1,992466

3,720

2,092

468 5,804

462448

1,982

3,459

2,018

3,573

-230 -235 -230 -235

4Q05 OPERATING COSTS(1)

Current FX Constant FX exc. one-offs&

perimeter changes

1,497

3Q05 4Q05

1,624

Personnel costs

Other admin. expensesDepr. & amortisation

Recovery of costs

3Q05 4Q05

+3.7%

1,4661,520

+8.5%

916 996

528550113138

-60 -60 -60 -60

940

511128

109517

900

mln

(1) Net of recovered expenses (classified in the Bank of Italy scheme in item 220 of P&L)

Negative impact of changes in perimeter (86 mln mainly due to Yapi Kredi) and of a one-off step up of VAP(2) related charges to P&L (40 mln)

Operating costs (at constant FX and ex perimeter changes) rose by 2.3% yoy, due to: STAFF EXPENSES: +3.3% (+2.0% ex CEE), driven by,

Italian labour contract, higher variable compensation, CEE;

STAFF (ex new consolidations): down by -658 units (-1,070 in Italy)

OTHER ADMINISTRATIVE EXPENSES(1) up +1.8%, i.e. +31 mln o/w only 12 mln from ordinary expenses

DEPRECIATION: down by 3.1% yoy

(2) VAP is the productivity bonus envisaged by the Italian labour contract, paid cash in 2005 rather than in shares as in the previous year

(3) Due to a one-off contribution to the employees and their health insurance fund

Negative impact of first time consolidations (+54 mln vs 3Q05 ) and one-offs (10 mln staff costs(3))

Operating costs (at constant FX and ex perimeter changes) rose by 3.7% qoq, due to:

STAFF EXPENSES: up 4.5% qoq (+3.8% qoq ex CEE), driven by higher variable compensation (to reflect the good delivery on budget targets) and by CEE

OTHER ADMINISTRATIVE EXPENSES(1) strictly under control decreasing by –1.2% qoq

DEPRECIATION: up 18% qoq due to seasonal factors (yoy: +3.4%)

mln

17

GBS DIVISION: 2005 KEY ACHIEVEMENTS

GBS DIVISION

Review of most relevant Group Policies (e.g. Phone, Travel, Convention and Office Equipment)

Completion of several centralization activities (e.g. Retail Banking CRM, Pioneer SGR systems, UniCredit personnel administration procedures)

Approximately 100 people in-sourced to USI

ICT Synergies

Cost Management

Process Excellence Redesign and optimization of end-to-end cross-processes (domestic and foreign payments)

Space optimization program: “city action plans” for the major Italian cities completed (benefits for the Group: 42mln by 2007)

Space Rationalization

Procurement optimization

Kick off of new Global Sourcing Model (competence centers based model with global negotiators) Consolidation of on-line purchasing in Italy through I-Faber (negotiated volumes from 180 to 320 mln)

Kick off of UPA Romania completed as planned: 237 resources hired (105 operative and 132 in training process)Off-shoring

Tableau de Bord, to measure service quality in terms of time and errors Internal Customer Satisfaction (understanding of the internal client satisfaction

level)

Quality monitoring

Staff Efficiency

2005A

38,30439,368

Dec04

ITALY-1,064(1)

39,858

Jun04

-1,554

Headcount reduction: 1,554 vs June 2004 (launch of GBS staff rightsizing project) and 1,064 on Dec04

(1) -1,070 in IAS

ITAS figures

18

LIMITED Y/Y GROWTH OF NET LOAN LOSS PROVISIONS;4Q/3Q TREND AFFECTED BY EXTRAORDINARY RECOVERIES ACCOUNTED IN 3Q IN CORPORATE BANKING AND NEW EUROPE

PROFIT (LOSS) & NET WRITE-DOWNS ON LOANS (mln)

1Q05

190

2Q05

237

169

3Q05

314

4Q05

910

FY05

+2.5%

Y/Y % ch.

COST OF RISK(1) (bp)

2004 2005

-7 bp

64

57

3Q05

TOTAL 169

Retail 71

Breakdown by division(mln)

Corporate & IB 106

New Europe 1

Others & elisions -9

4Q05

Retail: higher provisions in 4Q (+104 mln vs 3Q) mainly arising from:

shift of doubtful loans to NPLs with consequent aligning of coverage ratios

write-off of loans detected during recognition of Past-due(2)

Corporate & IB: 118 mln in 4Q vs 106 in 3Q which benefited from an extraordinary recovery on a large name

New Europe: 41 mln in 4Q vs 1 mln in 3Q which benefited from one-off write-backs in ZABA; 4Q penalised also by first-time consolidation of Yapi (13 mln)

(1) Profit (loss) and net write downs on loans / Net customer loans as of 31.12(2) Past Due Loans: Loans to customers for which there are delays on re-payments (of interests and capital) higher than 180 days

314

175

118

41

-20

Reduction mainly driven by Corporate and New Europe divisions, which in 2005 benefited also from extraordinary recoveries (~60 bp net of these recoveries)

19

857

Very limited 4Q/3Q growth of net NPLs (+2.3% but 0.3% net of Yapi first-time consolidation) and of Doubtful Loans (+1.0% but -3.2% net of Yapi)

ASSET QUALITY: LIMITED GROWTH OF NPLs AND DOUBTFUL LOANS; REDUCED WEIGHT OF BAD & PROBLEM LOANS ON TOTAL LOAN PORTFOLIO

TOTAL NET BAD & PROBLEM LOANS (mln)

Sep05

4,268

2,168NPLs

Doubtful Loans

Restructured (2)

1,763

337

Dec05

5,275

2,218

1,781

419

-3.7%

Net of first time consolidation of Yapi

+3.5% net of Past Due

+1.0%

+2.3%

Past Due(1)

% ON TOTAL NET LOANS AND COVERAGE RATIOs (%)

NPLs Doubtful Total (ex Past Due)

1,42%1.38% 1.15% 1.11%

2.79% 2.75%

Sep05 Dec05

68.2%

69.0%

34.9%31.6%

57.1% 56.9%

% on tot. net loans

Coverage ratios

(1) Introduced for the first time in 4Q05; Loans to customers for which there are delays on re-payments (of interests and capital) higher than 180 days

~1.1 bn total provisions on performing loans, lower than Sep05 (approx. -170 mln) due to first time recognition of Past Due and consequent shift of part of the reserve previously created to cover the new category; 0.71% coverage ratio

-3.2%

+0.3%

Coverage ratio almost stable on Total Bad & Problem Loans (net of Past Due), significantly increased on NPLs

(2) 4Q/3Q growth of Restructured Loans (+24.3%) totally due to Yapi Kredi first-time consolidation (-32.6% ex Yapi)

Reduction of weight of all main categories of bad & problem loans on total loan portfolio

-32.6%

20

GOOD OPERATING PERFORMANCE AND SIGNIFICANT RISK ADJUSTED PROFITABILITY OF ALL BUSINESS DIVISIONS

2005 OPERATING INCOME BY DIVISION

y/y % ch.

2,106Corporate & IB+4.1%

or +10.8%(1)

1,641Retail +24.0%

4,979TOTAL GROUP +10.6%

927New Europe +19.4%

580Private & AM +29.9%

Mln

2005 RORAC(2) BY DIVISION

17.8%

21.3%

21.7%

33.1%

41.6%

Cost of Equity

(1) Excluding derivatives

Marginal RARORAC

(2) Return on risk adjusted capital = Marginal Rarorac + Cost of Equity

21

AGENDA


Annexes





22

HVB GROUP 2005 KEY HIGHLIGHTS: EXCEEDING GUIDANCE DRIVEN BY GOOD COMMERCIAL PERFORMANCE AND COST CONTROL

Stated 2005 net profit of 642 mln, impacted by 693(1) mln of non-recurrent effects associated to the integration into UniCredit Group

Adjusted net profit of 1,162(1) mln distinctly exceeding target of 1 bn thanks to a strong operating performance

Good quality of top-line growth (+8.2% y/y), thanks to positive contributions from all core revenue sources and sound development across all business segments

(1) Net Profit 2005 adjusted for restructuring costs related to the integration of HVB with UniCredit (546 mln) and higher general provisions for

losses on specific loans and advances (147 mln)

Underlying performance of operating costs better than 2005 target - Efficiency program PRO already paying off in Germany

Loan-loss provisions substantially in line with expectations at 1,335 mln excluding one-offs (147 mln)

Significant increase of profitability(2) of assets (from 3.51% in 2004 to 3.87% in 2005), in line with the plan’s strategy

RER portfolio reduced by 5.9 bn since Dec04 (-38.3%) through proactive restructuring and successful portfolio sales, fully in line with the announced guidance

(2) Calculated as Total revenues/Total Average RWAs (calculated according to KWG criteria)

23

2005 NET INCOME ADJUSTED FOR INTEGRATION EFFECTS BEATS TARGET OF 1 BN

mln

(1) Adjusted net profit calculated subtracting from adjusted pre-tax profit: taxes related to restructuring costs and additional loan loss provisions for 130 mln minorities related to restructuring costs and additional loan loss provisions for 33 mln

STATED NET PROFIT IMPACTED BY NON RECURRENT-EFFECTS

Additional provisions due to general provisions for losses on specific loans and advances of 147 mln in 4Q05

Restructuring costs include 456 mln of charges related to the integration into UCI, 90 mln of reorganization costs related to BA-CA SME business

1,299

2005 stated pre-tax profit

2005 adjusted pre-

tax profit

1,992147546

Restructuring costs

Additionalloan-loss provisions

Net Profit 642 1,162

Pre-tax Profit

(1)

24

HVB Group 2005(1)

FINANCIAL TARGETS SUCCESSFULLY MET BY HVB GROUP …

(1) FY05 Results adjusted for restructuring costs related to the integration of HVB into UniCredit (546 mln) and higher general provisions for losses on specific loans and advances (147 mln); FY04 Results adjusted for goodwill amortization (165 mln), allocation to special provisions for bad debt (2.5 bn) and additions to restructuring provisions (250 mln)

of which

Total Revenues

Net interest income – excluding dividend

9,697

5,575

(mln, if not differently specified)

Net commissions 3,198

Income from fin. transactions 576

Operating costs -6,608

Operating profit 3,089

Net writedowns on loans -1,482

Pre-tax profit 1,992

Net income 1,162

C/I Ratio 68.1%

Y/Y % Change(1)

+8.2

+5.1

+14.1

+11.0

+7.5

+9.9

-17.3

+98.8

-60 bp

Good increase of core revenues

Best results ever

Y/Y % Ch.(1) net of FX effect and first time consolidation

+4.5

+1.1

+11.0

+3.7

+4.1

+5.1

-18.3

+87.0

Substantially in line with expectations

-30 bp

>+100 >+100

Resilient despite significant reduction in real estate exposure

+0.9% excluding all non-recurring items

25

… WITH SIGNIFICANT CONTRIBUTION FROM BA-CA

BA-CA 2005(1)

(1) FY05 Results adjusted for restructuring costs related to the integration of BA-CA with UniCredit (109 mln) and higher general provisions for losses on specific loans and advances (70 mln); FY04 Results adjusted for goodwill amortization (58 mln)

of which

Total Revenues

Net interest income – excluding dividend

4,268

2,291

(mln, if not differently specified)

Net commissions 1,451

Income from fin. transactions 265

Operating costs -2,658

Operating profit 1,610

Net writedowns on loans -421

Pre-tax profit 1,504

Net income 1,121

C/I Ratio 62.3%

Y/Y % Change(1)

+10.3

+4.7

+18.3

+9.5

+5.9

+18.3

-0.9

+60.2

+67.1

-255 bp

Y/Y % Ch.(1) net of FX effect and first time consolidation

+5.9

-0.8

+14.1

+11.2

+1.8

+13.6

-4.0

+27.8

+23.8 Strong double digit growth

Strong Asset Management and Private Banking in Austria

Strong CEE, Austrian Large Corp. and SMEs margins under pressure

-254 bp

Costs under control, further improvement in productivity

Downward trend net of one-offs

Contribution to HVB Group net income(2) 868

(2) Calculated as 77.46% of Normalized net profit of BA-CA Group (1,121 mln)

26

2,188

NET INTEREST INCOME – excluding dividends

5,575

2004

5,303

2005

o/wBA-CA

2,291

3,2843,115

(mln)

+5.1%

FY05/FY04 growth :+5.1%, despite weak economic environment, low credit demand and high competitive pressure

Austria/CEE +8.9%: Austria: volume increase in residential mortgages and consumer credit;

CEE: higher volumes over all region and in the whole product range: from current accounts to credit cards and all requested financial products

GOOD COMMERCIAL PERFORMANCE FROM ALL HVB GROUP’S MAIN BUSINESS DIVISIONS(1):

Corporates & Markets +3.6%, mainly thanks to structured finance and IMB firs time consolidation

(1) Business segments performances are based on HVB Group consolidated numbers

SOLID GROWTH OF NET INTEREST INCOME

Germany +2.9%, thanks to positive development in the business unit Private customers:

Consumer finance (HVB-Sofortkredit) expanded nearly 30% y/y, with new business at 845 mln and more than 22,000 new customers (+10% y/y)

Real estate finance signed nearly 15,000 new contracts for a total volume of 1.55 bn sticking to a strict risk-adjusted pricing

The cooperation with Bayern Munich soccer club leads to a volume of deposits with FC Bayern savings cards of nearly 1.8 bn; 34,000 new customers by the end of 2005

+4.7%

+5.4%

27

1,227

NET COMMISSIONS

3,198

2004

2,804

2005

o/wBA-CA

1,451

1,7471,577

(mln)

+14.1% FY05/FY04 growth(1):

Securities and custodial services (+19.4% y/y), foreign trade/money transfer (+15.7% y/y) and lending operations (+10.9% y/y)

GOOD COMMERCIAL PERFORMANCE FROM ALL HVB GROUP’S MAIN BUSINESS DIVISIONS(1):

Austria/CEE +17.1%:

Austria: good performance of Retail’s securities and asset management business, Corporates’ structured investment products and derivatives, Investment Banking, foreign trade and guarantees

CEE: increasing use of corporate finance products and risk management services

Germany +12.6%, thanks to:

Private Customer business’ successful sale of core products (more than 145,000 product bundles (2) sold in 2005, gaining some 32,000 new customers, also increasing cross selling rate) and strong demand for innovative investment products, e.g. certificates (total sales volumes of 885 mln, further expanding market share) and the Activest Total Return fund (2.6 bn net inflow in 2005)

Corporates – sales success demonstrates core expertise: further increased sales in mezzanine products (PREPS)

Corporates & Markets +13.3%, benefiting from increase in number of transactions and sales volumes with clients as well as from improved capital markets environment

NET COMMISSIONS: BEST RESULTS EVER!

+18.3%

+10.8%

(1) Business segments performances are based on HVB Group consolidated numbers

(2) E.g. StarterPaket, KompaktPaket, KomfortPaket and PremiumPaket

28

58

2,5092,658

First time consolidation

6,148

HVB GROUP OPERATING COSTS

2004 2005

6,608

+5.9%

(3) Restated for IFRS revised initial application, organizational changes, deconsolidation and disposals of subsidiaries

o/wBA-CA Group

2004

FX impact

2005

6,608

139

+2.3% 69

+1.1%

(2) Numbers from HVB Group consolidated financial statements

UCI pro-forma figures, mln

Non-scheduled

depreciation on land/

buildings

+1.7%

102

ADJUSTED ORGANIC GROWTH

+0.9%

+4.1% y/y growth net of first time consolidation(1) and FX effects: better than 2005 guidance of +6%

Germany(2)(3): cost efficiency program PRO already paying-off – moderate increase in operating costs (+1.9% y/y)

Private Customer unit’s costs declined by 1.3% y/y

In 2005 PRO cost reduction of 76 mln exceeded planned savings of 55 mln

Staff reduction on track while using socially acceptable measures (within HVB over two thirds – i.e. 1,420 of 2,100 – of targeted layoffs executed or finally negotiated)

Confident to achieve envisaged cost savings of at least 280 mln by 2008; restructuring costs recognized in 2004 are sufficient

+ 0.9% Y/Y ADJUSTED COST GROWTH: EFFORT TO GAIN EFFICIENCY CLEARLY PAYING OFF

+7.5%

3,950

6,148

3,639 +8.5%

Retention/performance

bonus

92

+1.5%

(1) Consolidation: International Moscow Bank; Hebros Bank;HVB Capital Asia; Banca Comerciala Ion Tiriac; HVB Serbia and Montenegro; BPH Leasing; Westfalenbank; deconsolidation: Gornoslaski Bank.

29

TOTAL CREDIT EXPOSURE AND NPLs COVERAGE RATIO SUBSTANTIALLY IN LINE 4Q/3Q

(3) Net Loan Loss Provisions (excluding special provisions for bad debt of 2.5 bn in 2004)/Credit RWAs (calculated with BIS) as of 31.12

(bn)HVB Group - Total Credit Exposure

401.1

4Q04

394.4

3Q05(1) 4Q05

401.6

+1.8%

HVB Group – Coverage Ratio(2)

(%)+0,1%

(2) Total Loan loss provisions/NPLs (Exposure in 9-10 Rating Classes)

56.4%57.7% 56.3%

-1.4% pp -10 bp

(bp)HVB Group – Cost of risk(3)

75

2005

62

-13 bp

Total credit exposure at ~402 bn, increased by 1.8% y/y almost totally due to Austria/CEE segment (+13%)

Total net loan loss provisions at ~1.5 bn, including 147 mln one-off

Reduction of cost of risk mainly due to lack of large write-downs of RER portfolio made in 2004

2004

(1) Data consistent with HVB Group 3Q05 results presentation; credit exposure figures as of Aug. 2005

4Q04 adjusted for initial application

of modified IFRS

3Q05(1) 4Q05

Significant improvement of risk/earning ratio(4) (from ~32% in 2004 to ~26% in 2005)

(4) Calculated as Total Net write-downs on loans/Net interest income (HVB Group stated figures; 2004 excluding extraordinary 2.5 bn provisions on RER)

Substantial stability of NPLs coverage ratio in 4Q vs. 3Q

30

-38.3%

5.9 bn reduction of Total RER portfolio achieved in 2005, well above expectations, thanks to effective work-out policies and disposal of a first significant tranche of ~1.8 bn made in 4Q05

RER Portfolio – Total Credit Exposure

RER PORTFOLIO: SIGNIFICANT AND SUCCESSFUL 5.9 BN DOWNSIZING SINCE DEC04, FULLY IN LINE WITH OUR GUIDANCE

(bn)

15.4

4Q04 4Q05

9.5

3Q05

12.8 Disposal of another tranche of ~2.1 bn

of sub-and non-performing real estate loans already agreed and expected to be completed during 2006

Total RER portfolio already cut back by ~50%, net of all announced disposals

Further reduction expected in 2006 and the following years

31

17.5 17.217.4

Y/Y % Change

GERMAN REAL ESTATE (EXCL. RER): EXPOSURE FURTHER DECLINED, PRIMARILY IN PROFESSIONAL REAL ESTATE SEGMENT

German Real Estate (excl. RER)(1) – Total Gross Credit Exposure(bn)

-2.4 %

4Q05

-3.2 %

(1) Based on HVB AG accounts only; Real Estate financing exposure not including RER and Cash Flow driven exposures to corporate customers handled via real estate collateralized loans

28.0

39.3

3Q05

84.8

26.5

38.4

82.1

29.6

39.9

86.9

4Q04

Real Estate (IMO(2))

Corporate Customers (FFB)

Private Customers (PPB)

-5.5 %

-10.5 %

-1.1 %

-3.8 %

Decrease in line with HVB's strategic goal to reduce real estate exposure

(2) IMO unit comprises exposure to Professional Real Estate customers

32

HVB GROUP – CORE PORTFOLIO(1): MODEST INCREASE OF TOTAL EXPOSURE WITH SLIGHT 4Q/3Q REDUCTION OF WEIGHT OF TOTAL NPLs

(2) Including Not Rated exposures of ~20 bn as of 4Q04 and 3Q05 and of 18,8 bn as of 4Q05

(bn)

Core Portfolio(1) - Total Credit Exposure

% Weight of NPLs (9-10 Classes)

388.3

4Q04

379.0

3Q05 4Q05

390.3

NPLs slightly decreased since 3Q05 while substantially stable vs 4Q04

Share of NPLs slightly decreased by 2.9% in the last quarter 2005

(%)

-2.9 %

4Q04 3Q05 4Q05

NPLs (9-10 Classes)

ARF + 1-8 Classes + Not rated (2)

13.112.812.9

375.2366.2

3.43.4 3.3

377,4

q/q % change

+0.5 %

-1.5 %

+0.6 %

+0.8%

(1) Total Core Portfolio excluding RER induced exposures

33

SIGNIFICANT INCREASE OF ASSETS PROFITABILITY

TOTAL RWAs (EoP) (1)

(1) Including RWAs for credit, market and other risks and consolidated into UniCredit Group’s accounts; calculated according to KWG criteria

(bn)

75.9

246.2

2004

254.7

2005

o/wBA-CA 78.8

TOTAL REVENUES/ TOTAL AVERAGE RWAs(1)

(%)

3.87%

20052004

3.50%

+36 bp

Reduction of total RWAs, driven by lower real-estate collateralized credit exposure and significantly reduced market risks due to the adoption of the advanced internal model

Increased focus on higher risk-adjusted return business areas (e.g. Austria/CEE, Corporate & Markets)

Significant increase of profitability of assets, in line with the plan’s strategy

178.8 167.4

-3.3%

+3.8%

-6.4%

34

AGENDA


Annexes





35

CLEAR INTEGRATION ACHIEVEMENTS IN ONLY FOUR MONTHS, SHOWING THE STRENGTH OF THE NEW GROUP

GOVERNANCE & KEY PEOPLE MANAGEMENT

New Holding structure (Divisional/Functional approach) with new governance rules leading to clear accountability/responsibilities

Key people empowered (senior Holding Functions/Divisions managers, top management for most relevant legal entities)

Leadership Team Development to improve group execution skills (i.e. meeting in Munich involving 350 key managers)

CREATION OF DIVISIONAL PERIMETERS

Divisionalisation project in Germany well under waySmall business and professionals transferred to Retail divisionPrivate customers moved from Retail and Corporate to the new Wealth Management divisionMortgage business incorporated into Retail division since beginning of 2006 New segmentation of corporate clients; Trade finance from Investment Banking to Corporate

Divisionalisation projects started in Austria

Leadership for Results: training program for sales force and network employees in Germany and Austria

36

FOCUS ON ORGANISATION AND COST MANAGEMENT

COST MANAGEMENT AND RATIONALISATION INITIATIVES

Cost management team in Global Banking Services Division fully dedicated to identifying savings opportunities (operating on HVB AG and on the consolidated subsidiaries)

Centralisation and renegotiation of global purchasing also leveraging on UCI marketplace technology, creation of best practice and benchmarking as drivers for local purchasing

Foreign branches rationalization: streamline of operations in overlapping branches (mainly London and New York), review of presence in other markets

Project for the adoption of the single Group IT platform (Eurosig) in Germany (to be completed in 2008), but pilot initiative in Czech Republic from April 2006

ORGANISATION & PROCESSES

New organizational structure in HVB:Creation of GBS within HVB consolidating IT, back office and organizational functionsStronger and more independent divisions also incorporating HR, Marketing and

Communication, Organization and Planning & Control functions

Definition and set up of new Group Credit Governance principles (credit process redesign)

Asset Management – Centralisation of investment management, product range rationalization and branding integration

37

2006 DIVISIONAL EARLY WINS

MULTINATIONALS & INVESTMENT BANKING European distribution power in the primary bond market strengthened by jointly acting as Lead Arrangers (first

jointly led Italian covered bond leveraging on German covered bond expertise) By joining forces, UniCredit (represented through HVB and UBM) climbs 2005 league tables:

# 2 European CDO, CBO & CLO(1) bookrunners (total volume), # 8 ABS(2) transactions (total volume)

More deterministic incentive schemes for commercial German network to be adopted first in Retail (in 2H06) Re-launch of consumer credit products in Germany (Sofortkredit)

RETAIL

UCI/HVB banks mergers launched in Bulgaria, Czech Rep. and Slovakia

Retail – launch of Consumer Finance (pilot JV with Clarima in Bulgaria) and Credit Protection Insurance (Croatia, Bulgaria, Czech Rep.)

Corporate – referral of German and Austrian Clients to main CEE countries (e.g. Turkey)

CEE

Launch of the Cross border clients groups (CBCG) project

Leasing as and Trade/Export Finance global business lines involving all countries of presence

Derivatives business project in Germany launched, with transfer of best practice from UBI / UBM

CORPORATE & SMEs

1.5 bn net sales in Germany in two months, comprising three major institutional mandates

Set-up of Private Banking dedicated network in Germany

PRIVATE BANKING & ASSET MANAGEMENT

(1) CDO: Collateralized Debt Obligations; CBO: Collateralized Bond Obligations; CLO: Collateralized Loan Obligations(2) ABS: Asset-backed Securities

38

WHAT HAS BEEN DONE SO FAR REGARDING NEW GROUP’S STRUCTURE RESTRUCTURING

Mandatory offers on minorities of BPH (no shares tendered) and Yapi Kredi (0.005% of share capital tendered) already concluded

Bank of the Regions agreement renegotiated with AVZ and BR Funds(1):

(1) BA-CA Employees’ Council Fund

Sale process of Splitska Banka already well advanced, expected to be finalized soon

Polish situation:

Replacement of the previous Bank of the Regions Agreement and related agreements

BA-CA to become CEE sub-holding company within UniCredit Group

Investment banking and asset management operations to be integrated at Group level

Election of majority of BA-CA’s Supervisory Board members upon proposal of UniCredit to take place at the next ordinary general meeting of BA-CA, scheduled in May 2006

GINB(2) gave a positive recommendation to the Banking Supervision Commission on March 3rd to grant UniCredit the right to exercise its voting rights in BPH

Constructive meeting held on March 17th between Prime Minister Marcinkiewic and Mr. Profumo

Approval for UniCredit to exercise its voting rights in BPH to be discussed at the next meeting of Banking Supervision Commission scheduled for April 5th

(2) General Inspectorate for Banking Supervision

39

AGENDA


Annexes





40

Details on 2005 UCI standalone results

Divisional Reporting

Retail Division

Corporate & IB Division

Private Banking & AM Division

New Europe Division

ANNEXES

41

CONSOLIDATION AREA AND OTHER ACCOUNTING ISSUES

Initial consolidation of HVB Group from October 31, 2005, in compliance with IFRS3 – “Business Combinations”

Throughout the presentation, the following definitions apply: STATED Group P&L includes HVB Group net results for November and December 2005 PRO-FORMA Group P&L includes HVB Group net results as if it was consolidated from

January 1, 2005

Group perimeter includes proportional consolidation of Yapi Kredi Bancasi (57% controlled by KFS, a JV of UCI and Koç Finansal Hizmetler) from October 1, 2005

Group consolidated Balance Sheet as of December 31, 2005, includes HVB Group single items line-by-line

IAS 32 and IAS 39 applied from January 1, 2005, implying that comparisons FY05 vs. FY04 and 4Q05 vs. 4Q04 are affected by differences in accounting principles

42

“FAIR VALUE DRIVEN” BALANCE SHEET ADJUSTMENTS IN FIRST CONSOLIDATION OF HVB AND BA-CA RESULT IN 1.2 BN LOWER GOODWILL

In first time consolidation some assets and liabilities of HVB and BA-CA have been booked at fair value rather than at their carrying value in the balance sheets of the newly consolidated companies

Main Fair Value adjustments

Intangible Assets

(bn, if not differently specified)Impact on 31.10.’05 Goodwill

Impact on Core TIER 1

Ratio

Properties

Loans(2)

(2) Almost entirely Loans to Customers (minimal impact also on Loans to Banks)

Pension Plan

Investments

Other liabilities(3)

(3) Most of this item is represented by debt certificates

TOTAL

Fair value adjustments on trademarks, customer relationship -1.5 =

Fair value adjustments on properties -0.5 +

Fair value adjustments on loans and advances to customers and banks

-3.9 +

Pension Plan liability adjustment based on revised financial parameters

+1.2 -

Fair value adjustments on investment portfolio

-0.8 +

Fair value adjustments on deposits, debt certificates and subordinated debt +3.9 -

Deferred tax assets and liabilities related to the adjusted items +0.5 -

- 3 bp-1.2

1.2 bn lower goodwill -3 bp impact on core tier I capital -52 mln impact on UCI’s pro-forma

2005 net profit(1)

“FAIR VALUE DRIVEN” BALANCE SHEET ADJUSTMENTS Impacts

(1) Due to higher amortization and an adjustment on the capital gain on the sale of part of the stake in Munich Re

Fiscal effects

43

% ch on 3Q05 4Q05

1,170

-52

-314

456 -32.6

+102.3

-9.3

+85.9

73 +176.7

-1,624

1,433

2,794 +0.2

+8.5

+4.3

1,163 +4.4

96 -57.3

-995 +8.7

60 -0.6

58.1% +4.4 pp

VERY GOOD PERFORMANCE OF UCI IN 2005

Gross operating profit

Provisions for risks & charges

Net write-downs on loans

IAS, mln

Net income UCI standalone

Net Profit (loss) on investments


Administrative costs (incl. depr.)

- of which net interest income (excl. div.)

Total revenues

- of which net commissions

- of which trading income

- of which staff costs

- of which recovered expenses

COST/INCOME ratio (%)

y/y% ch.(1) FY05

4,979

-154

-910

-41.9

+10.6

+2.5

2,573 +24.4

330 +159.8

-6,045

5,394

+6.0

+10.6

11,024 +8.0

4,373 +12.0

842 -13.9

-3,720 +7.1

235 +2.2

54.8% -1.1 pp

% ch on 4Q04(1)

+8.8

-74.3

+2.9

+37.7

-26.3

+8.3

+12.5

+13.4

+13.7

-40.7

+15.4

-15.5

+2.2 pp

352 n.m.Net income UCI stated (incl. integ. costs and HVB impact for 2M)

2,470 n.m.n.m.

44

Retail Division

Corporate Division

Priv.& AM Division

NE Division

Total Group(1)

Total revenues+2.5% -12.5% +13.7% +1.6% +0.2%

Operating costs

Operating income

Net write-downs of loans

Net income for the Group (UCI standalone)

C/I Ratio

-2.4% -0.1% +20.8% +32.2% +8.5%

+10.7% -17.9% +4.4% -29.4% -9.3%

n.m. +11.3% n.m. n.m. +85.9%

-43.1% -24.7% +4.7% -61.8% -32.6%

-3.0 pp +4.2 pp +3.5 pp +15 pp +4.4 pp

(1) Balance due to the Parent Company, other Group companies and elisions

(2) Calculated on data at current FX; q/q % ch. non meaningful for NE division as 4Q05 includes first time consolidation of YKB

(mln - Data at current FX)

DIVISIONAL CONTRIBUTION TO CONSOLIDATED RESULTS IN 4Q05

1,122 711 397 575 2,794

-672 -247 -238 -378 -1,624

450 464 159 198 1,170

-175 -118 -1 -40 -314

120 202 113 65 456

59.9% 34.7% 59.9% 65.6% 58.1%

(3) FTE including Koc Group pro quota

Employees(3) 23,565 5,201 3,499 32,264 71,470

4Q05 RESULTS

% Change vs 3Q05(2)

% Change vs 3Q05(2)

% Change vs 3Q05(2)

% Change vs 3Q05(2)

% Change vs 3Q05(2)

Change in pp vs 3Q05(2)

IAS, mln

45

NON OPERATING ITEMS

Operating income

Provisions for risks & charges

Net Income UCI standalone

Net write-downs of loans

Profit/loss on investments

Taxes

Minorities

2Q05

1,303

-34

665

-237

25

-340

-52

3Q05

1,291

-26

676

-169

27

-383

-64

1,215

-42

777

1Q05

-190

205

-367

-44

4Q05

1,170

-52

456

-314

73

-306

-57

FY05

4,979

-154

2,573

-910

+330

-1,396

-217

IAS, mln

352 2,470Net income UCI stated (incl. integ. costs and HVB impact for 2M)

46

-on gross doubtful loans, % 40.3% 39.0%

-on gross NPL, % 61.9% 60.6%

Gross doubtful loans 1,484

Net doubtful loans/Tot. net loans,% 1.48%

1,360

1.32%

-8.4%% change on Sep 05

Gross doubtful loans/Tot. gr. loans,% 2.38% 2.09%

Net doubtful loans 886 829

-6.4%% change on Sep 05

ASSET QUALITY: DETAILS BY DIVISIONS

Coverage ratios

Retail Division

Sep 05 Dec 05

(2) Balance due to other Group companies

(IAS, mln - Data at end of period FX)


NE Division(1) Total Group(2)

Gross NPL% change on Sep 05

Gross NPL/Tot. gr. loans,%

Net NPL/Tot. net loans,%

2,244

3.60%

1.42%

2,515

3.87%

1.58%

+12.1%

Net NPL

% change on Sep 05

854 990

+15.9%

Sep 05 Dec 05 Sep 05 Dec 05 Sep 05 Dec 05

31.8% 31.5%

50.0% 49.9%

720

0.70%

654

0.62%

-9.2%

0.99% 0.89%

490 448

-8.6%

2,031

2.80%

1.44%

1,771

2.41%

1.24%

-12.8%

1,015 888

-12.5%

22.8% 14.2%

88.6% 88.0%

496

2.24%

584

2.40%

+17.7%

2.53% 2.47%

383 501

+30.8%

2,419

12.4%

1.61%

2,761

11.7%

1.58%

+14.1%

275 330

+20.0%

34.9% 31.6%

68.2% 69.0%

2,707

1.15%

2,605

1.11%

-3.8%

1.69% 1.55%

1,763 1,781

+1.0%

6,819

4.26%

1.42%

7,147

4.27%

1.38%

+4.8%

2,168 2,218

+2.3%

(1) New Europe Division significantly impacted by first-time consolidation of Yapi Kredi in 4Q05

% change on Sep 05 net of YAPI FT consolidation +4.4% +0.3%

% change on Sep 05 net of YAPI FT consolidation +11.5% -3.2%

47

53.3% 53.0%

-on total gross bad & pr. loans, % 53.3% 48.1%

Total gross bad & problem loans 3,728 4,501+4.0%% change on Sep 05(3)

Tot. gr. bad & pr. loans/Tot. gr. loans,%(3) 5.98% 5.96%

ASSET QUALITY: DETAILS BY DIVISIONS (CONT.)

Coverage ratios

Retail Division

Sep 05 Dec 05(IAS, mln - Data at end of period FX)


NE Division(1) Total Group(2)

Gross other bad & problem loans

% change on Sep 05(3)

- 626

Sep 05 Dec 05 Sep 05 Dec 05 Sep 05 Dec 05

41.7% 42.4%

41.7% 38.3%

3,157 3,080-14.0%

4.36% 3.69%

406 655

77.4% 71.2%

77.4% 71.2%

2,919 3,543+21.4%

14.9% 15.0%

4 198

57.1% 56.9%

57.1% 53.1%

9,939 11,237+3.1%

6.21% 6.11%

413 1,485

of which: Past Due

n.s. -28.8% n.s. +18.9%

625 366 - 994

(3) Net of “past due effect” in 4Q05

Net other bad & problem loans

% change on Sep 05(3)

- 516 335 565 2 190 337 1,276

of which: Past Duen.s. -32.5% n.s. +24.3%

515 339 - 857

Total net bad & problem loans 1,740 2,335

+4.6%% change on Sep 05(3)

Tot. net bad & pr. loans/Tot. net loans,%(3) 2.90% 2.91%

1,841 1,901

-15.2%

2.61% 2.18%

660 1,021

+54.7%

3.85% 4.89%

4,268 5,275

+3.5%

2.79% 2.75%

-on total gross bad & pr. Loans (excl. past due), %

(2) Balance due to other Group companies

(1) New Europe Division significantly impacted by first-time consolidation of Yapi Kredi in 4Q05

% change on Sep 05 net of YAPI FT consolidation(3) +7.9% -3.7%

48



Retail Division



New Europe Division

ANNEXES

49

Net Interest income (incl. div.)

Net non interest income

Total revenues

Operating costs (incl. dep.)

Net operating income

Net income

TOTAL1UniCreditBanca

Net provisions

(mln)

Net income for the group

- of which: Staff costs

- of which: Other admin. expenses

UniCreditAssicura

- o/w: Net write-downs of loans

2,240

1,843

4,083

1,474

-1,235

-1,517

-2,608

735

735

63.9%Cost/income Ratio

-299

-191

Clarima UBCasa

1 Balance due to roundings and elisions

170

32

202

128

-59

-20

-74

35

35

36.7%

-69

-70

131

-4

127

67

-37

-24

-60

28

28

47.2%

-39

-39

2

11

13

5

-4

-3

-8

3

3

61.1%

-

-

2,509

1,882

4,391

1,641

-1,336

-1,564

-2,750

609

609

62.6%

-407

-460

Restructuring Charges -85 - - - -85

RETAIL DIVISION: FY05 RESULTS BREAKDOWN BY COMPANY

50



Total revenues



Net income

4Q05

Net provisions

(mln)





654

468

1,122

449

-320

-394

-672

63

63

59.9%Cost/income Ratio

-175

-196

% ch. on 3Q05

+3.8

+0.5

+2.4

+10.6

-6.1

+3.5

-2,4

n.m.

n.m.

-296 bp

n.m.

n.m.

% ch. on 4Q041

+7.9

+1.6

+5.2

+10.5

-3.4

+4.3

+1.9

-33.9

-33.6

-192 bp

n.m.

n.m.

2005

2,509

1,882

4,391

1,641

-1,336

-1,564

-2,750

609

609

62.6%

-407

-460

y/y % ch.1

+8.1

+9.1

+8.5

+24.0

+2.2

+1.4

+1.0

+23.0

+23.4

-465 bp

+47.0

+39.9

1 2004 and 4Q04 do not include IAS 39 effect

Restructuring Charges -85 - -41.7 -85 -41.7

RETAIL DIVISION: 4Q05 AND 2005 INCOME STATEMENT

51

RETAIL DIVISION: STRONG LENDING VOLUMES INCREASE DRIVING NET INTEREST INCOME GOOD GROWTH

EXCELLENT MARKET SHARE AND LENDING GROWTH (+14.5% Y/Y) …

Household mortgages(1)(2) +9.4% y/y

Consumer credit(1) +37.4% y/y, with Clarima becoming #2 player in the Italian market

Small Business(1) +10.0% y/y, mainly thanks to s/term loans

… AND GOOD SPREAD RESILIENCE IN ALL KEY MARKETS…

4Q average spread(3) on:

new mortgages at 1.28% for UCB (stable q/q) and 1.45% for UBCasa (+2 bp q/q)

small business(4) s/term loans at 6.99% (-36 bp q/q)

revolving cards at 11.77% (-12 bp q/q)

… SUSTAINING NET INTEREST INCOME SOUND PERFORMANCE

2004

2,298

NET INTEREST INCOME (ex. div.), mln

2005

2,469

(3) Management accounts(4) Management accounts, including also

maximum overdraft charges

+7.4%

(1) Bank of Italy matrix data (ITAS)(2) Including the effects of 3 bn securitisation carried out in 2Q05. Ex securitisation,

y/y growth would be +17.8%

52

STAFF COSTS (mln)

-1,063 vs. June 04

TOTAL STAFF

RETAIL DIVISION OPERATIONAL ACHIEVEMENTS

Staff Reduction Plan Well on Track (~55% of the total reduction announced in the 3 year plan already achieved)…

Continued focus on wealth management products generating recurring revenues

SALES OF SEGR. ACCOUNTS INVESTING IN FUNDS, bn

… with clear effects on total staff costs, despite new labour contract. Cost income ratio down to 62.6% (from 67.3% in 2004)

Excellent growth of contribution to group net income, +23.0% y/y even after restructuring charges linked with HVB acquisition (+34.9% ex restructuring charges)

CONTRIB. TO GROUP NET INCOME (mln)

4Q04

1.5

3Q05

2.2

4Q05

1.9

2004

495

2005

609 +23.0%

2004

1,543

2005

1,564+1.4%

25,098 24,364

-734

2004 2005

53

5.9 5.9

RETAIL DIVISION - MORTGAGES AND CONSUMER FINANCING

RESIDENTIAL MORTGAGESSTOCK, bn NEW FLOWS, bn

CONSUMER FINANCINGDEC04 DEC05

32.2

35.3+9.4%(2)

NEW FLOWS OF PERSONAL LOANS, mln

271 mln285 mln

REVOLVING CARDS TOTAL SPENDING(3) (294k new revolving cards in 2005)

9M05

33.5

mkt share(1)

17.76%

16.76%(2) 16.85%(2)

(1) Group market share, related to mortgages to households as of Bank of Italy definition in table TDME0070 of the monthly bulletin(2) Excluding 3 bn securitisation, mortgage growth would be +17.7% y/y and market share 17.86% (+10 bp y/y)

DEC04 DEC05

1,353

1,866

+37.9%

8.4 8.7

+4.2%

2.5 2.8

UCB

UBCasa

+0.1%

+14.0%

STOCK, bn

2.8

3.8+37.4%

3.5

(3) POS and ATM spending

DEC04 DEC059M05 DEC04 DEC05

DEC04 DEC05

54

RETAIL DIVISION - SMALL BUSINESS STOCK, SPREAD AND CUSTOMER ACQUISITION

STOCK, bn, ITAS

2005

SHORT TERM SPREAD(1)

NOTE: historical data have been restated to reflect the spin-off of CR Carpi and Banca dell’Umbria activities between UCB, UBI and UPB

16.4

+10.0%

1Q04

18,000

2Q04

19,000

3Q04

15,000

4Q04

17,500

QUARTERLY TRENDS IN SMALL BUSINESS CUSTOMER ACQUISITION

1Q05

17,000

2004

14.9

3Q05

16.0

2Q05

19,000

3Q05

12,000

(1) Management accounts, includes also maximum overdraft charges

1Q04

7.99% 7.96%

2Q04

7.99%

3Q04

7.98%

4Q04

7.87%

1Q05

7.59%

2Q05

7.35%

3Q05

6,99%

4Q05

4Q05

14,000

55

DEC04

DEC04

+4.0%

+7.3%

+24.7%-10.2%

+5.2%

-3.2%

+1.7%

55.1

67.2

32.2

22.8

14.9

2.85.2

15.1

29.3

RETAIL DIVISION - CUSTOMER LOANS AND CUSTOMER DEPOSITS BREAKDOWN AND DETAILS OF SHORT TERM SPREADS

SB loans (1)

Residential mortgages (2)

Cons. creditOther loans

EOP LOANS, Euro bn, ITAS

UCB AVG. MARK UP(3) (Households), %

Other deposits

Households c/accounts

Bonds

EOP DEPOSITS, Euro bn, ITAS UCB AVG. MARK-DOWN(3) (Households), %

UCB AVG. MARK UP(3) (Small Business), %

(2) Includes only households mortgages(3) Source: Bank of Italy matrix data

DEC05

DEC05

60.3

73.9

27.2

4.8

16.2

30.5

+10.0%

7.27

1Q05

1.70

5.43

1Q05

1Q05

7.30

2Q05

1.70

5.34

2Q05

2Q05

+5.2%

+2.5%

+10.2%+3.2%

+9.4%

7.20

3Q05

1.69

5.23

3Q05

3Q05

NOTE: historical data have been restated to reflect the spin-off of CR Carpi and Banca dell’Umbria activities between UCB, UBI and UPB(1) Includes short term and m/l term loans

+13.5%

+11.0%

+2.3%

3Q05

3Q05

57.6

68.3

33.5

24.0

16.0

3.54.6

14.6

29.8

35.3

16.4

3.8 4.94

4Q05

4Q05

1.82

6.66

4Q05

56

2,335

RETAIL BANKING DIVISION - ASSET QUALITY: SIGNIFICANT SHIFT FROM DOUBTFUL LOANS TO NPLs IN 4Q05; LOWER WEIGHT OF BAD & PROBLEM LOANS ON TOTAL LOAN PORTFOLIO


515


Sep05

1,740

854NPLs

Doubtful Loans

Restructured

886

Dec05

990

829

1

+4.6% net of Past Due

-6.4%

+15.9%

Past Due(1)


Sep05 Dec05

53.3% 53.1% 38.9% 39.5%

NPLs + Doubtful Loans

2.90% 2.91%

% on tot. net loans

Coverage ratios

Significant shift from doubtful loans to NPLs in 4Q05

Coverage ratio slight decrease (-27 bp) on NPLs + Doubtful Loans; Excluding the reversal on Time Value accounted in First Time Adoption the coverage ratio would go up 62 bp vs. Sep 05

Stable weight of NPLs +Doubtful loans on total net loans. Excluding the reversal on Time Value accounted in First Time Adoption the weight on total net loans would go down 5 bp vs. Sep 05

NPLs + Doubtful Loans excluding Time Value effect

3.76%3.71%

57



Retail Division



New Europe Division

ANNEXES

58

CORPORATE & INVESTMENT BANKING DIVISION: 2005 INCOME STATEMENT- BREAKDOWN BY COMPANY



Total revenues



Net income

TOTAL(1)UBI

Net provisions

(mln)



- of which: Other admin. expenses(2)

Other companies


1,326

580

1,905

1,381

-209

-313

-524

550

550

+27.5%Cost/income Ratio

-363

-411

UBM LOCAT

(1) Balance due to roundings and elisions of infragroup dividends and goodwill amortisation; Division net of Broker Credit, moved to the GBS Division during 4Q05

-11

708

697

456

-98

-133

-241

280

280

+34.6%

-1

-3

216

60

276

188

-19

-32

-88

97

97

+31.7%

-25

-27

78

115

194

81

-19

-39

-113

24

24

Not significant

-22

-24

1.609

1.463

3.072

2.106

-345

-517

-966

951

951

31.4%

-411

-465

Restructuring Charges -24 - -1 -3 -28

(2) Net of recovered costs

59

CORPORATE & INVESTMENT BANKING DIVISION: 4Q05 AND 2005 INCOME STATEMENT



Total revenues



Net income

4Q05

Net provisions

(mln)





427

284

711

467

-84

-132

-245

184

183

+34.4%Cost/income Ratio

-118

-124

% ch. on 3Q05

+6.5

-31.0

-12.5

-17.9

-4.8

+0,7

-0.1

-31.5

-31.7

+427 bp

+11.3

+4.8

% ch. on 4Q04(1)

+11.0

+1.7

+7.1

+8.6

-9.1

+13.4

+4.3

+5.1

+5.1

-91bp

+8.9

-19.5

2005

1,609

1,463

3,072

2,106

-345

-517

-966

951

951

31.4%

-411

-465

y/y % ch.1

+3.1

+5.2

+4.1

+4.1

+0.4

+7.2

+4.0

+8.6

+8.5

-1 bp

-15.1

-14.5

(1) 2004 and 4Q04 do not include IAS 39 effect; Division net of Broker Credit, moved to the GBS Division during 4Q05

Restructuring Charges -28 n.s. -13.6 -28 -13.6


60

CORPORATE & INVESTMENT BANKING DIVISION - ASSET QUALITY: SIGNIFICANT REDUCTION OF NPLs AND DOUBTFUL LOANS; LOWER WEIGHT OF BAD & PROBLEM LOANS ON TOTAL LOAN PORTFOLIO


339


Sep05

1,841

1,015NPLs

Doubtful Loans

Restructured

490

335

Dec05

1,901

888

448

226 -15.2% net of Past Due

-8.6%

-12.5%

Past Due(1)


Sep05 Dec05

50.0% 49.9% 31.8%31.5%

41.7% 42.4%

NPLs Doubtful Total (ex Past Due)

1,44%1.24%

0.70%0.62%

2.61%2.18%

% on tot. net loans

Coverage ratios

Significant 4Q/3Q reduction of net NPLs (-12.5%) and Doubtful Loans (-8.6%), also thanks to completion of the disposal of a first tranche (270 mln) of the 1.8 bn Gross Bad Loans sale announced by UniCredit Group in 4Q05

Coverage ratio almost stable on NPLs and Doubtful Loans; increased on Total Bad & Problem Loans thanks also to the significant reduction of net restructured loans (-32.5% 4Q/3Q) related to flow-backs to performing loans

Reduction of weight of all main categories of bad & problem loans on total loan portfolio

61

CORPORATE & INVESTMENT BANKING SEGMENTS: 2005 INCOME STATEMENTS



Total revenues



Net income

Net provisions

(mln)





Cost/income Ratio

2005

1,621

751

2,372

-249

-380

-722

672

671

30.4%

-410

-463

y/y % ch.3

+1.8

+8.5

+3.8

+4.3

+2.0

+2.1

+2.9

+11.8

+11.7

-29 bp

-16.7

-15.6

(3) 2004 do not include IAS 39 effect

Restructuring Charges -28 -13.6

1,650


2005

-13

714

701

-97

-136

-244

280

280

34.9%

-1

-3

y/y % ch.3

-59.8

+2.0

+4.9

+3.4

-3.0

+24.7

+7.9

+1.6

+1.6

- 94bp

n.s.

n.s.

- -

456

CORPORATE BANKING(1) INVESTMENT BANKING(2)

(1) UBI + UBMC + Locat + other minor companies (2) UBM + TLX + ECS

62

CORPORATE BANKING(1): STRONG “CORE PERFORMANCE”

(1) UBI + UBMC + Locat + Other minor companies of the Corporate division

Good resilience of net interest income (+1.9% y/y)

NET INTEREST INCOME (excl. dividends, mln)

1,591

2004 2005

1,621 +1.9%

Strong loan growth (from 64.9 bn to 70.8 bn, +9.2% y/y) mainly driven by M/L term (+10.7%(2)) offsetting lower lending spreads (from 2.29% in 2004 avg. to 2.08% in 2005 avg. for UBI)

UBI’s share of wallet at 13.5% (vs 13.3% as of Dec04)

Excellent increase of net commissions (from 390 mln to 426 mln, +9.3%), mainly driven by corporate finance (+25 mln(3)), foreign trade (+17 mln(3)) and transaction services (+6 mln(3))

NET NON-INTEREST INCOME (mln)

692

2004 2005

751 +8.5%

(3) UBI Management accounts

Income from financial transactions at 173 mln (vs 180 mln in 2004, -4.1%), due to lower contribution of corporate derivatives

Strong focus on cost control: limited +2.9% growth of total operating expenses (722 mln vs 702 mln in 2004)OPERATING EXPENSES

C/I Ratio at 30.4% vs 30.7% in 2004

COST OF RISK(4) (bp)

76

2004 2005

58

-16 bp

671 mln contribution to consolidated net profit, +11.7% y/y (690 mln excl. restructuring charges, +10.8% y/y)

(4) Profit (loss) and net write downs on loans / Net customer loans as of 31.12

Reduction of total net write-downs on loans (410 mln vs 492 mln in 2004): 2005 benefiting from an extraordinary recovery on a large name accounted in 3Q05 and from the lack of provisions on Convertendo FIAT booked in 2004

Cost of risk at 58 bp; 62 bp net of the extraordinary recovery accounted in 3Q05

(2) BankIT Matrix data

+30 mln “other net revenues”, mainly thanks to good performance of Locat renting business

63

INVESTMENT BANKING(1): TOP-LINE GROWTH WITH ENHANCED DIVERSIFICATION OF THE REVENUE MIX AS MAIN DRIVER TO HIGHER CONTRIBUTION TO CONSOLIDATED RESULTS

Good revenue growth, driven by:TOTAL REVENUES (mln)

668

2004 2005

701+4.9%

COST/INCOME (%)

1 UBM + ECS + TLX

Excellent results in Investment Banking (120 mln(2), +56.4% y/y), mainly thanks to Structured Finance, Syndication and Equity Capital Markets

+1.8% increase of Financial Products – Sales & Trading (585(2) mln vs 575(2) in 2004); growth of institutional Derivatives and sales & trading on fixed income cash products totally offsetting lower contribution of corporate and retail derivatives

2 Management Accounts related to UBM-stand alone; balance (+16 mln in 2004, -4 mln in 2005) due to reconciliation of managerial with accounting data and to other companies (ECS, TLX)

33.9%

2004 2005

34.9%+94 bp

Enhanced diversification of revenue stream: weight of derivatives on total revenues down to 69.5%(2) (vs 75.5%(2) in 2004)

Increased contribution to consolidated net profit at 280 mln (+1.6% y/y, approx. +9% net of UBM London)

Efficiency confirmed at excellent levels: growth of total operating expenses (244 mln in 2005 vs 227 in 2004,

+7.9%) totally related to significant investments for start-up of UBM London

C/I ratio at 30.7% net of UBM London (-3.2% points vs 2004)

7.2% decrease of total operating expenses net of UBM London, mainly thanks to strict cost control on administrative expenses

64



Retail Division



New Europe Division

ANNEXES

65

130

35

83

111

128

55

PRIVATE & ASSET MANAGEMENT DIVISION: STRONG REVENUE GROWTH DRIVEN BY INCREASING ASSETS AND MARGINS

Significant growth of Tot. Financial Assets (bn) and excellent net sales in 2005 Pioneer (Asset Management):

Net sales at 9.7 bn, vs 3.5 bn in 2004 AuM growth: + 22.2% y/y to 158.3 bn as at Dec05

TOTAL REVENUES

Up-front fees

Management & other fees

Performance fees(1)

NII & other

173203

209

Dec04 Sep05 Dec05

2004

1,185

1,372

2005

+15.1%

+15.8%

937

Strong improvement in margins thanks to product and asset mix:

Asset Mix (Pioneer): avg. weight of stocks and equity funds at 30.5% in 2005, up 303 bp y/y; avg. weight of hedge funds at 3.0% in 2005, up 20 bp y/y

(1) Net commissions, excluding performance fees, ITAS data

+21%+18.6% vs Dec04 excl. 4.3bn from AmSouth acquisition

Margins(1) (in bp of average AuM): up from 60.35 bp in FY04 to 60.84 bp in FY05; up from 60.58 bp in 3Q05 to 61.63 bp in 4Q05;

1,078

+18.5%+3.0% q/q

+2.6% q/q

Current FX

Constant FX

IAS, mln, constant FX

UPB + Xelion (Asset Gathering): Net sales of 5.9 bn, +117% y/y, of which 53% in

asset management products (vs 15% in 2004) UPB AuM: 63.1 bn as at Dec05, + 21.0% y/y Xelion AuM: 14.8 bn as at Dec05, + 22.5% y/y

66

BIG JUMP OF OPERATING INCOME IN 2005, +30% Y/Y, THANKS TO RISING REVENUES AND MARGINS IMPROVEMENT

All figures at unchanged FX

Revenue rising by 15.8% y/y, driven by sales of segregated accounts Focus Invest and Investment Program and by a clear improvement in the asset mix

Net income for the Group at 406 mln in 2005,+15.1% y/y (413 mln, +39.2% y/y excluding integration costs and previous year’s non-recurring fiscal benefits of approx. 61 mln)

Outstanding growth of gross operating income, +29.9% y/y, thanks to an excellent performance of revenue and costs rising at a much slower pace than top-line

OPERATING INCOME (IAS, mln)

2004 2005

445

578 +29.9%

C/I RATIO, %

2004 2005

62.557.9 -460 bp C/I ratio declining by 460 bp y/y; costs

growing by 7.2% y/y driven by staff expenses, which are affected by rising variable compensations related to great business and market performance

67

UPB

67

262

329

-198

-127

-76

131

5

82

87

60.3%

-6

PRIVATE & AM DIVISION: 2005 INCOME STATEMENT – BREAKDOWN BY COMPANY

Net interest income (incl. div.)


Total revenues


Operating income

Net income for the Group

Cost/Income Ratio

Total net provisions

Normalised Net income(3)


- of which: other admin. expenses

(ITAS, Euro mln)

Integration Costs

TOTAL DIVISION2

109

1,267

1,376

-796

-443

-341

580

-18

407

414

57.9%

-11

16

895

911

-447

-273

-164

464

-3

360

362

49.1%

-4

14

71

85

-116

-22

-91

-31

-14

-29

-29

136.5%

-

PGAM Group UniCredit Xelion Banca

26

40

66

-35

-22

-11

31

-1

22

22

53.0%

-1

UPB Subsidiaries

+UCI Lux

1 Balance due to rounding and elisions of intra-group dividends

2 Excluding integration costs

68

PRIVATE & AM DIVISION: 4Q05 AND FY05 INCOME STATEMENT

Net interest income (incl. div.)


Total revenues

Operating income

Integration Costs

Consolidated profit

Taxes

Consol. profit without integr. costs

Cost Income ratio, %

4Q05/3Q05 % ch.

4Q05

397

-88

159

-32

60.1%

-11

113

106

28

370

20054Q05/4Q04 % ch.

Y/y % ch.

+13.7

-1.2

+4.4

-22.3

+354bp

-

+4.7

-1.9

+8.8

+14.1

+15.4

-5.2

+8.9

n.m.

+239bp

+41.2

-13.5

-15.8

+0.7

+16.7

1,376

-341

580

-137

57.9%

-11

414

407

109

1,267

+15.8

+3.9

+29.9

+159.1

-460 bp

+41.2

+15.5

+15.1

+7.1

+16.6

(Euro mln - Data at current FX, % ch. at fixed FX)

- of which: Staff Costs -143 +32.4 +32.7 -443 +9.7

Operating Costs (incl. depr.) -239 +20.8 +20.2 -796 +7.2


69(1) Including Repos

PRIVATE & AM DIVISION: DETAILS ON TOTAL FINANCIAL ASSETS Y/Y AND 4Q/3Q TRENDS

(bn - data at current FX)

Securities in custody

Direct deposits(1)

AUMs

PRIVATE & AM DIVISION TOTAL FINANCIAL ASSETS

Dec04

7.1

29.9

135.9

172.9

203.3

7.6

35.5

166.3

209.4

Sep05 Dec05% weight of AUM products 79.479.878.6

+3.0%

+18.6% ex AmSouth

AmSouth acquisition(2)

(2) AmSouth acquired by Pioneer on 26.09.05; AuM $ 5.17 bn (Eur 4.3 bn)

7.3

33.8

162.2

21.0%

REMINDER: % CH. AT CONSTANT FX

Dec05/Dec04: +18.5% Dec05/Dec04 excl. AmSouth: +16.1% Dec05/Sep05: +2.6%

70

(1) Balance due to rounding

Italy

New Markets

92,809

3,885

TOTAL PIONEER

Alternative Investments

129,614

3,830

7,404

1,941

9,688

219

International (ex-Italy) 7,888

1,322

AuM as at 31.12.2004

US in USD 34,096 -1,195

108,031

5,882

154,059

4,496

11,448

AuM as at 31.12.2005(1)

38,919

AuM as at 28.02.06(2)

109,656

33,473

12,306

6,249

161,684

4,579

39,750

FY05 Net sales

PIONEER GROUP: DETAILS ON NET SALES AND AUM TREND (Feb06)

(2) Provisional figures; balance due to Market Performance (including FX effect)

7,818

1,619

14,757

447

675

848

513

175

1,052

20

-168

532

-199

Net sales Feb06

FY05 Mkt. Perf.

(mln - Data at end of period FX)

4,293US 32,99125,032 -979 4,645

TOTAL PIONEER incl. AmSouth 158,352

(3) Data as of September 26, 2005, AmSouth acquisition’s date

129,614 9,688 14,757 161,6841,052

5,170

AmSouth acquisition(3)

4,293

71

Finanza & Futuro

Rasbank

Credem + Euromob.

8,044Credem + Euromob.

1 Calculated on average PFAs2 AUMs, Securities in Custody, Bancassurance and liquidity3 Ranking taking into account only the 10 largest Italian players by Total Financial Assets as at 31.12.2005

Source: Assoreti

Net Inflows:788 Mln,2nd in Italy

Data as at 31.12.05 – Mln

TOTAL NET INFLOWS 2 & 3

Xelion 1,858

Mediolanum 1,564

Azimut 1,837

Banca Generali 2,309

1,012

Credem + Euromob. 774

880Rasbank

Fideuram + SPI 1,175

Data as at 31.21.05

1,965 PFAs,5th in Italy

NUMBER OF PFAs


Mediolanum 3,977

3,569

Banca Generali 4,815

Finanza & Futuro 1,020

Bipielle Network

1,040

Banca SAI 1,448

1,041

Tot. Fin. Assets:~14.8 bn,5th in Italy

TOTAL FINANCIAL ASSETS


Mediolanum 24,654

Rasbank 21,714

11,498Azimut

8,486

Xelion 14,797

18,291

Fineco 7,645

Net Inflows per PFA1:2nd among Top-

Players


NET INFLOWS PER PFA 2 & 3

Azimut 2.01

Xelion 0.92

Credem + Euromob. 0.73

0.72

Mediolanum

0.47

Finanza & Futuro

0.28

0.24

Fideuram + SPI

0.13

Banca Generali

0.39

XELION 2005 PERFORMACE: SECOND BEST PLAYER IN NET SALES (13% MARKET SHARE) AND IN PRODUCTIVITY PER PFA

Rasbank

Xelion 1,964

Fineco 1,310

Fineco

Fineco

Banca Generali

Bipielle Network -0.09Bipielle Network 4,357

Finanza & Futuro 140

-98Bipielle Network


72



Retail Division



New Europe Division

ANNEXES

73

22.8%(1)

2.3%(1)

2.4%(1)

Net interest income(2)


Total revenues

Operating Costs(3)

Operating income

Net write-down of loans

Profit/loss on invest.

Net income

Taxes

(2) Including dividends

(3) Including depreciation

6.5%(1)

36.6%(1)

24.9%(1)

(1) Weight of the bank Total Revenues in FY05 on Division Total Revenues – only UCI’s portion; balance due to UniLeasing Romaniaand Xelion Poland


% ch. on 4Q04(4)

+32.8

+1.0

+19.6

+26.5

+8.3

+60.2

n.m.

-8.6

n.m.

-32.5

3.7%(1)

BREAKDOWNOF REVENUES

4Q05

330

184

514

-338

176

-37

40

101

-69

54

% ch. on 3Q05

+12.1

-14.3

+0.9

+32.9

-31.0

n.m.

n.m.

-53.0

+32.3

-65.5

FY05

1,174

754

1,928

-1,085

843

-101

57

592

-192

404

y/y % ch.(4)

+12.5

+9.9

+11.6

+11.7

+11.3

-12.9

n.m.

+12.5

+73.0

+9.9

Cost/Income ratio (%) +3.7 pp65.8 +16 pp 56.3 +14 bp

NEW EUROPE DIVISION: 4Q05 & FY05 INCOME STATEMENT

IAS, Euro mln


NEW EUROPE DIVISION P&L (at unchanged year end 2003 FX, including Yapi Kredi in 4Q05)

o/w Staff costs +38.2-163 +28.5 -538 +13.7

o/w other admin. expen. +15.1-130 +38.0 -401 +10.7

74

NEW EUROPE DIVISION: SIGNIFICANT VOLUME GROWTH WITH POSITIVE IMPACT ON REVENUES INCREASE

STRONG LENDING GROWTH: +38.5%(2) Y/Y (+45.3% at current FX) …

Mortgages(3) (Euro mln)

Dec05

2,593

Sep05

2,7692,199

Dec04

+25.9%

Consumer credit(3) (Euro mln)

Dec05

2,091

Sep05

2,3271,597

Dec04

+45.7%

... AND FURTHER DEVELOPMENT IN MUTUAL FUNDS …

Customer Deposits (Euro bn)

Dec05

22.3

Sep05

26.421.8

Dec04

+20.9%(4)

Mutual Funds(5) (Euro mln)

Dec05

7,033

Sep05

7,544

4,982

Dec04

+51.4%

(1) 2004 figures excl. IAS 32 & 39

… SUSTAINING REVENUES GOOD PERFORMANCE

Net interest income (Euro mln) Net non interest income

(Euro mln)

Figures and % ch. at unchanged FX(1) – P&L & BS in IAS

% ch. at current FX

+20.6%

1,174

2005

1,045

2004

+12.5%(6)

y/y % ch.

+18.7%

754

2005

686

2004

+9.9%(7)

y/y % ch.

(5) New Europe Business Area of Pioneer is included at current FX; Yapi not incl.

(3) Management accounts in LAS (excl. Yapi)

(7) +5.9% excl. 1° time consol. of Yapi




75

Total Revenues +7.3%3 y/y, benefiting from strong lending growth (+11.6% incl. YKB)

Operating Costs +6.1%3 y/y, mainly due to higher variable costs and increase in n° of employee (+11.7% incl. YKB)

Cost/Income ratio to 55.5%3, -60 bp y/y (56.3%, +14 bp y/y incl. YKB)

IMPROVED ASSET QUALITY(4)

Improved coverage ratio of NPLs + Doubtful loans (to 75.2%, +4.5 pp vs. 01/01/05, 76.7% excl. YKB)

Lower weight of net NPLs + Doubtful on total net loans (to 4.0% vs. 5.7% as at 01/01/05, 3.8% excl. YKB)

IMPROVED OPERATING PERFORMANCE DRIVEN BY INCREASING REVENUES; FURTHER ASSET QUALITY IMPROVEMENT

STRONG PERFORMANCE OF OPERATING INCOME

Cost of risk (bp)

2005

82

2004

-19 bp

GOOD NET INCOME GROWTH

Operating Income (Euro mln)

Attributable Net income (Euro mln)

Excl. YKB & one off write

back in Zaba(5)

53

63

(5) Write-back of approx. 20 mln as release of funds for guaranteed loans

+19.6%

843

2005

759

2004

+11.3%2

y/y % ch.

+17.4%

404

2005

368

2004

+9.9%(6)

y/y % ch.

(1) 2004 figures excl. IAS 32 & 39

Figures and % ch. at unchanged FX(1) – P&L in IAS

% ch. at current FX (2) +8.8% excl. 1° time consol. of Yapi

(3) Excluding first time consolidation of YKB


(4) At current FX

76

NEW EUROPE DIVISION P&L (at unchanged year end 2003 FX, excluding Yapi Kredi)

(1) Including dividends(2) Including depreciation




Total revenues

Operating Costs(2)

Operating income



Net income

Taxes


% ch. on 4Q04(3)

+14.9

-13.8

+2.8

+6.3

-2.9

+8.8

n.m.

-10.0

+144.2

-36.3

4Q05

286

157

443

-285

159

-25

40

98

-68

51

% ch. on 3Q05

-2.8

-26.8

-12.9

+11.9

-37.7

n.m.

n.m.

-54.4

+29.6

-67.5

FY05

1,130

727

1,857

-1,031

826

-89

57

589

-191

401

y/y % ch.(3)

+8.2

+5.9

+7.3

+6.1

+8.8

-23.4

n.m.

+11.7

+71.4

+9.1

IAS, Euro mln


+16.2-138 +8.6 -513 +8.2

-6.1-106 +12.5 -377 +4.1

o/w Staff costs

o/w other admin. expen.

77

(2) Including dividends(3) Including depreciation

NEW EUROPE DIVISION P&L (at current FX(1), including Yapi Kredi in 4Q05)





Total revenues

Operating Costs(3)

Operating income



Net income

Taxes


% ch. on 4Q04(4)

+41.0

+7.6

+26.9

+33.7

+15.8

+66.7

n.m.

+0.9

n.m.

-23.6

4Q05

368

207

575

-377

198

-40

46

118

-75

63

% ch. on 3Q05

+12.4

-13.2

+1.6

+32.2

-29.4

n.m.

n.m.

-49.5

+32.4

-62.7

FY05

1,290

837

2,126

-1,198

928

-111

65

655

-210

441

y/y % ch.(4)

+20.6

+18.7

+19.8

+20.0

+19.6

-5.9

n.m.

+21.3

+85.8

+17.4

IAS, Euro mln

(1) Annual average exchange rates

+46.4-183 +27.9 -596 +22.4

+22.2-144 +37.0 -441 +19.0

o/w Staff costs

o/w other admin. expen.

78(1) +7.1% q/q excl. Yapi, +23.2% y/y (2) Management accounts in LAS (excl. Yapi)

NEW EUROPE DIVISION: 4Q05 & FY05 TREND IN VOLUMES

% ch. on

Sep05

Dec05(Euro mln)

y/y % ch. vs.

Net Customer Loans(1)

- o/w Pekao

Mortgages(2)

+20.4

+5.3

+38.5

+10.2

+6.8 +25.9

20,875

7,507

2,769

- o/w Pekao LC +9.5 +40.7840

Mutual Funds(4) +7.3 +51.47,544

- o/w Pekao(5) +6.6 +48.04,984

NET CUSTOMER LOANS

Dec05/01.01.05: KFS +62.2% (excl. Yapi), Zaba +21.8%

(5) Pioneer Pekao Investment Management

% ch. at unchanged FX

MUTUAL FUNDS in PEKAO: Market share(4): to 31.4% down 3.1 pp

y/y

(4) New Europe Business Area of Pioneer is included at current FX (excl. Yapi)

IAS

(3) Customer Deposits + Securities; excl. Yapi y/y % ch. +5.1%, q/q +3.2%

- o/w Pekao +4.4 +12.7

Direct Deposits(3) +18.3 +25.229,577

17,113

79

Interest margin (incl. div.)


Total revenues



Net income

Cost/income

TOTAL(1)

1,290

837

2,126

-1,198

928

655

56.4%

Net write-down of loans -111

(1) Balance due to roundings, other small companies & adjustments to be IAS compliant

(IAS Euro mln)

(UCI stake)

- of which: Staff costs -596

- of which: Other costs -441

NEW EUROPE DIVISION: FY05 RESULTS BREAKDOWN BY BANK

UNI BANKA (77.2%)

23

23

46

-37

10

10

79.5%

3

-16

-15

BULBANK (86.1%)

82

34

115

-46

70

39.5%

-12

48

-17

-20

Group PEKAO (52.9%)

598

456

1,054

-586

468

55.6%

385

-56

-302

-204

262

164

425

-251

175

141

58.9%

-6

Group ZABA

(81.9%)

-124

-93

20

17

37

-29

8

1

77.5%

-14

-12

-7

263

116

380

-193

187

65

50.8%

-97

-75

-33

KFS(2) (50.0%)

(2) Consolidated with proportional method (50%)

32

25

57

-48

9

6

83.9%

-21

-17

-1

Zivno (100%)

UniCredit Romania (99.9%)

Banks’ data gross of consolidation adjustment

(3) Net of consolidation adjustment

Profit/loss on investments 650-060 5 0 1 0

At current FX (annual average)

Net income for the Group 441941205 114 1 65 6

80

VERY GOOD PERFORMANCE OF NE BANKS IN FY05

PEKAO

Revenue growth, with good performance of net interest income (+3.9% y/y), driven by improving asset mix (net loans: +10.2% y/y with strong sale of consume loans, +103.5% y/y, stock of mortgages(1) +40.7% y/y)

Costs under control with efficiency improvement (C/I to 55.6%, -71 pp y/y)

Further increase in Mutual Funds (stock +48.0% y/y, +6.6% q/q), improvement in sale structure with higher weight of balanced and equity MF

ZABA

Operating income: +3.0% y/y, mainly thanks to net commissions growth (+8.2% y/y) benefiting from increasing number of C/A packages and higher stock of Mutual Funds

Strong lending growth: net loans +21.8% y/y (o/w mortgages(2) +17.3% y/y, consumer loans(2) +20.4% y/y, corporate loans +24.4% y/y)

KFS

Operating income: +15.7% y/y (excl. Yapi Kredi first time consolidation), mainly thanks to net interest income (+23.2%, driven by volume growth) and net commissions (+16.4% mainly on MF and cards) growth

Significant lending growth: net loans +62.2% y/y, (o/w consumer loans(2) +114.3% y/y) Further development of fee generating products: Mutual Funds +26% y/y; ~9,300 cards and ~54,240

C/A packages sold in 4Q05

(1) Management accounts in LAS, only LC

IAS - % ch. at unchanged FX

(2) Management accounts in LAS, only bank

81(1) Including dividends (2) Including depreciations

CONSOLIDATED INCOME STATEMENT: ZAGREBACKA

(Euro mln)



Total revenues

Operating costs(2)

Operating income


Net income

Profit/loss on investments

Taxes

4Q05

59

32

91

-65

26

-0

26

+5

-1

23

% ch. on 3Q05

-13.9

-52.0

-32.8

+5.2

-65.1

n.m.

-63.5

n.m.

-92.9

-60.3

FY05

253

158

411

-243

169

-6

136

+5

-27

114

y/y % ch.(4)

-2.5

+25.3

+6.6

+9.2

+3.0

-58.6

+6.1

-13.7

+5.8

+8.4

Data gross of consolidation adjustment

IAS% ch. at unchanged FX


Net income for the Group at current FX(3)

(3) Yearly average

Net income for the Group 22 -60.4 110 +7.1

2005 GROUP RESULTS Alessandro Profumo - CEO

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