Group 2005-2008 Plan

Merrill Lynch Banking & Insurance Conference 2006London, 4-5 October 2006

2

AGENDA

Overview of 1H06 results

The first truly European bank

Group 2005-2008 plan

Conclusions

3

UNIQUELY, RESOLUTELY EUROPEAN

Banking operations in 20 countries

More than 28 million customers

Over 7,000 branches

STRONG MARKET POSITIONING

#2 in Italy with 10% market share(1)

#2 in Germany with 5% market share(1)

#1 in Austria with 18% market share(1)

Leader in fast growing CEE markets much larger than closest competitor

HIGH GROWTH POTENTIAL

Significant opportunities in the local networks as well as in the global businesses

A STRONG PRESENCE IN EUROPEAN BANKING

Source: UniCredit, 2005 data, pro-forma excl- Splitska, Uniriscossioni

(1) Ranking measured in terms of total assets. For market share calculations UniCredit and HVB may apply different definitions as far as the underlying data is concerned. Market share and ranking in Italy refer to customer loans.

4

A DIVERSIFIED BUSINESS PORTFOLIO ACROSS DIFFERENT GEOGRAPHIES…

2005 Consolidated Total Revenues: 21,140(1)(2) mln

(1) Figures restated, to sterilize perimeter changes

COMMERCIAL BANKING STILL THE BULK OF OUR BUSINESS

MORE THAN 50% OUTSIDE ITALY

Markets and InvestmentBanking

13%

Corporate23%

CEE & Poland Markets

20%Retail

34%

Private & AM10% CEE & Poland

Markets20%

Italy42%

Germany

25%

Austria13%

(2) The pie charts are on revenues ex GBS, Holding, corporate centre and elisions

5

UNIQUE OPPORTUNITY TO LEVERAGE ON A EUROPEAN SCALE THE STRENGTH OF OUR PRODUCT FACTORIES

…WITH A POWERFUL COMBINATION OF PRODUCTION AND DISTRIBUTION CAPABILITIES

European leader in on-shore Private Banking with top 3 position in Germany, Italy and Austria

Specialized service models to serve different customer segments

Significant opportunity to exchange best practices among countries

A MASSIVE DISTRIBUTION NETWORK WITH UNMATCHED POTENTIAL TO GROW FURTHER

STRONG COMPETENCES IN GLOBAL PRODUCTS/SERVICES

Leasing, 2nd European player(2), with ~170 bn loans and ~530 mln revenues

Global Financial Services: a new global factory with ~900 mln revenues

3rd European player for # of plastic cards, with a strong competence center in Turkey

Markets and Investment Banking: a European regional specialist focusing on selective product segments

Pioneer, our global asset manager, with 280 bn AUM(1)

(1) Data as at 31.08.06, including assets under administration

CEE: ~3,000 branch network across 17 countries, about 2X next competitor

Over 3,600 retail branches across Italy, Germany and Austria

~ 350,000 Corporate customers served in Italy, Germany, Austria and over 100,000 Cross Border Client Groups

(2) As for 2005 new business

6

FULL AND EFFECTIVE DIVISIONALIZATION SETS US APART AND DRIVES THE INTEGRATION PROCESS

DIVISIONALIZATION DONE IN GERMANY AND MOSTLY DONE IN AUSTRIA

Retail & Corporate: Small Business served in Retail Division; launch of Clarima business in Germany; global leasing operations established

Reorganisation of Asset Management on a single platform under Pioneer; creation of a Private Banking division in HVB

Global structure in place in Markets and Investment Banking

CEE & Poland Markets: ongoing in-country mergers mostly completed by 2007

Concentration of IT, Procurement, B/O and Real Estate functions in new GBS divisions in HVB and BA-CA; centralized procurement process in place for Italy, Germany and Austria

Markets & Investment

Banking

CEE/Poland Markets

Global Banking ServicesCorporate

Private Banking &

AMRetail

CFO CRO Strategic HR

Legal dept. Corporate Identity

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Target StructureCurrent Group Structure

HVB

BA-CA

UCI CEE(incl.

Pekao)UCI IB (UBM)

UCI AM(PGAM)

BA-CA CEE (Incl.

BPH)HVB CEE

HVB IB

HVB AM

BA-CA IB

BA-CA AM

ONGOING REORGANISATION OF GROUP LEGAL ENTITIES: KEY STEPS ALREADY TAKEN TOWARDS THE TARGET STRUCTURE

UCI Italian Banks

HVB BA-CA PekaoAsset Mgmt.

(PGAM)

UCI CEEUCI IB (UBM)

HVB IB

BA-CA IB

BA-CA CEE

HVB CEE

HVB AM

BA-CA AM

UCI Italian Banks

Investment Bank(1) BA

Bank(2)

(2) Newco including all the commercial banking activities in Austria; in accordance with ReBoRA signed last March, to be realised not before March 2011

(1) In the long term UniCredit will gain full ownership

Transfer of BPH to UniCredit Contribution in kind of UniCredit holdings in CEE banks (excl. Poland) to BA-CA Transfer of BA-CA under UniCredit Rationalisation of HVB holdings in CEE banks Integration of Asset Management into Pioneer: sale of Activest to Pioneer

8

AGENDA

Overview of 1H06 results

The first truly European bank

Group 2005-2008 plan

Conclusions

9

GROUP STRATEGIC PRIORITIES

Maintain positive momentum in Italy

Increase RWA profitability and optimize capital allocation

Leverage Global product lines and services

Complete restructuring and continue investing in CEE STRONG EVA CREATION

>3x in 2005-2008

(1) Calculated on allocated capital ex goodwill

Restore profitability in Germany (ROE(1) to ~17% in 2008), ready for growth options

Finalize corporate structure

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EUROZONE MACROECONOMIC CYCLE driven by UniCredit countries of presence with Germany in particular contributing strongly to the 06-08 regional GDP growth

1.4 2.41.7 1.9 5.6

SOLID PROFITABILITY OUTLOOK FOR UNICREDIT THANKS TO CYCLICAL AND STRUCTURAL FACTORS

Source: Bank of Italy, Bundesbank and OeNB data; UniCredit forecasts

HOUSEHOLDS SEGMENT:

significant lending volume growth, especially in Italy and CEE where mortgages and consumer credit remain the main growth drivers

interest spread to benefit from a restrictive monetary stance

benign development of household financial assets also thanks to a moderately positive market effect

CEE GDP GROWTH well above 5% 06-08 CAGR, 3x faster than Eurozone

CORPORATE SEGMENT: sound growth environment across all regions thanks to cyclical recovery; Germany and Italy seen accelerating in 1H06

GER IT AT

2003-2005

2006-2008

0.40.8 1.9

EU CEE(1)

6.11.4

(1) CEE includes Poland, Turkey, Croatia, Russia, Bulgaria, Czech Republic, Hungary, Romania, Slovakia, Bosnia-Herzegovina, Slovenia, Serbia-Montenegro, Ukraine, Macedonia and the Baltics

GDP avg. annual % growth

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GROUP TARGETS: STRONG EPS GROWTH SUPPORTED BY ENHANCED PROFITABILITY OF ASSETS AND COST CONTROL

6.8% Core TIER 1 ratio target achieved by 2008

(2) Loan Loss Provisions/Average Credit RWA for the year

2005(1) 2008

Revenues (bn) 21.1 ~8%

RWA (bn) 416 ~5%

EPS 0.32 ~27%

2005(1) CAGR 05-08

Operating Costs (bn) -12.8 ~3%

EVA (bn) 1.2 ~49%

Cost/Income, % 60.7 ~52

Core Tier 1 ratio, % 5.53 ~6.8

ROE, % 10.2 ~17(3)

FTE, # ~133,740 ~126,900

Cost of risk(2), bp 61 STABLE

Revenues/Avg. RWA, % 5.2 ~5.7

… with steady growth of DPS during the plan timeframe

- staff rightsizing

- growth initiatives

~-11,850

~+5,000

Plan assumes 0.56 Euro EPS for 2007…

(3) Group ROE calculated on allocated capital ex. goodwill would be ~23%

(1) Figures restated, to sterilize perimeter changes

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DISCIPLINED CAPITAL ALLOCATION AIMED AT VALUE CREATION

(2) Difference between total and sum of the Divisions due to Corporate Centre

MIB Private B. & AM RetailCorporateCEE

Commercial RE Financing

05-08 CAGR

Corporate Centre(1)

(1) Including GBS and other Group Companies not included in the different business divisions

EVA ALLOCATED CAPITAL(3)

-33%

+5%

+7%

-12%

+13%

+4%

+18%

+4.7%

~-110

~29.4 bn

2005 2008

3.8

10.6

5.8

5.7

2.0

0.80.7

3.3

8.8

3.5

4.9

1.3

1.0

~25.5 bn

2.7

2005 2008

1.2 bn(2)

3.9 bn(2)

~470

~520

~260

~480

~870

~820

~990

~640

~870

~-170 ~-70

Delta (mln)

+980

+350

+470

+380

+390

+100

Turnaround of retail business in Germany drives strong EVA growth

Significant contribution of all other businesses

(3) Average

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SIGNIFICANT REVENUE GROWTH ACROSS DIVISIONS ENHANCES GROUP ASSET PROFITABILITY

(1) 2005 figures restated, in order to sterilize perimeter changes

MIB ~13

CEE & Poland Markets ~11

05(1)-08 REVENUE CAGR, %

Retail ~7

Corporate ~6

GROUP ~8

Private & AM ~10

Revenues/RWA from 5.2% to ~5.7% in 2008

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Cost synergies confirmed(2) at 900 mln

Total integration costs to 1.25 bn, slightly lower than originally planned

STRICT CONTROL OF INDIRECT COSTS LEAVES ROOMS FOR INVESTMENTS IN HIGH GROWTH AREASCOST SYNERGIES CONFIRMED

(1) Mainly IT, Back Offices and Real Estate & Facility Management

Contained dynamic of operating costs (05-08 CAGR ~3% at Group level) despite significant business volumes growth, thanks to:

Indirect costs(1) (~30% of total cost base) down from 3,830 bn in 2005 to 3,690 bn in 2008, thanks to centralization of activities and effective cost management

Rationalization and streamlining of the Group corporate centre

(2) Disclosed on June 13th 2005 in UniCredit-HVB offer presentation

FTE reduction of ~6,850 units

~-11,850 staff rightsizing

~+5,000 new hirings in fast growing areas

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RATIONALIZATION OF NON-STRATEGIC ASSETS, ESPECIALLY IN GERMANY, TO CREATE ADDITIONAL VALUE

Total non-strategic assets: ~30 bn gross loans(1)

(1) Data as of Dec.05

Performing non strategic

mortgages

20.5 bn

RER

9.5 bn

2005

Revenues/Avg. RWA, % ~1.6%

vs 5.2% avg. for the whole

UniCredit Group

Rationalisation Process key highlights

Dedicated team to run the whole winding down process

Commercial Divisions totally focused on growing core strategic business

20.5 bn low value generating performing portfolio with limited cross selling potential

Inertial vs “accelerated” reduction path(loans, bn) – for illustrative purposes

~30

2005 2006 2007 2008 2020

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FULL TURNAROUND OF PROFITABILITY IN GERMANY OVER THE PLAN PERIOD

2005

3.6

2008

~4.9

REVENUES/RWA, % ~9% revenue CAGR 05-08 thanks to efforts to boost

commercial activity and productivity:

enhance sales productivity in Retail

boost asset gathering recurring fees in the affluent segment

leverage on cross fertilisation potential in Investment banking

Strict cost control: flat operating expenses

Staff right-sizing

Containment of indirect costs (31% of total costs in 2005)

Asset rationalisation: ~-1% RWA 05-08 CAGR

2005

~6

2008

~17ROE(1), %

Data related to HVB Group ex BA-CA Group(1) Calculated on allocated capital ex goodwill

The numbers are based on the current structure of HVB Group

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AGENDA

Overview of 1H06 results

The first truly European bank

Group 2005-2008 plan

Conclusions

18

COST OF RISK decreasing in both UCI and HVB sub-groups

P&L figures in IFRS according to Bank of Italy rules(1) Profit (loss) and net write downs on loans / Total Period Average RWAs for

Credit Risks; 1H06 figure annualized

mln

1H06 % ch. on 1H05

% ch. on 1H05 at

constant FX & perimeter

Total Revenues 11,939 +15.7%

3,043Net Income(2) +48.3%

Operating Income 5,410 +32.9%

54.7%C/I Ratio, % -5.8 pp

+11.8%

+43.6%

+28.2%

-5.8 pp

Operating costs -6,529 +4.5% +1.0%

Integration costs -52 n.m. n.m.

1H06 NET PROFIT GROWTH OF ~+1 BN Y/Y STRONG IMPROVEMENT, +32% Y/Y, NET OF THE CAPITAL GAIN FROM THE DISPOSAL OF SPLITSKA BANKA

(2) Consolidated gain from Splitska Banka disposal of +367 mln; +332 mln net of minorities impact

56 bpCost of Risk(1), bp

1H06

-4 bp

Ch. on FY05

5.94% Core Tier 1 ratio, % +41 bp

Core Tier 1 ratio increased by 41 bp thanks to organic capital generation (~20 bp) and sale of Splitska Banka (~21 bp); disposals of 2S Banca to be finalized by year-end 2006

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AGENDA

Overview of 1H06 results

The first truly European bank

Group 2005-2008 plan

Conclusions

20

UNICREDIT IN 2008

CENTRALIZED PRODUCT FACTORIES FULLY LEVERAGED

GROUP RUNNING AT FULL SPEED, WITH STRONG CAPITAL AND CASH FLOW GENERATION

MORE EFFICIENT CORPORATE STRUCTURE IN PLACE (INCLUDING IN-COUNTRY MERGERS IN CEE)