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8/17/2019 1. DZ BANK presentation.pdf
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Merger of DZ BANK / WGZ BANK
CIBP Executive CommitteeRome, 15. April 2016
Frank Westhoff
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Merger of DZ BANK and WGZ BANK – Further
development of the cooperative superstructure
Continuing development of processes and structures –
network-oriented, transparent and efficient
Pooling of strategic competence
Bundling of operative strength
Realization of revenue and cost synergies
More efficient allocation of available resources
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The merger is the coherent completion of a decade-long
consolidation process
120161990
412
1972
20
1949
52
1903 2001
2
number of central institutions
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Düsseldorf
Koblenz
Münster
• Continuation of the established regional
support structures, es-
pecially in corporate
banking
• Improved local support for the cooperative
banks through sales specialists of the united
central institution
We will continue to focus the united central institution
towards the primary banks
Regional bank support by
DZ BANK AG and WGZ BANK AG
Offering tailored towards
cooperative banks
• Support of cooperative banks through
subsidiary offerings for private and
corporate banking
• Development of services offered by thecentral institution; especially in Capital
Markets and Transaction Banking
• United and comprehensive support of
primary banks under the established
national brand "DZ BANK. Die Initiativbank"Locations and sales regionsin Corporate Banking
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Synergy potential of at least €100m p.a.
Revenue synergies
• Broadening of client base through
increased client recognition
• Increase in cross-selling potential through
complementary products and service
offering
Cost synergies
• Bundling and standardization of
structures and processes
Avoidance of duplicate in frast ructures
• Integration into a common IT and
process platform
• Investments to meet regulatory
requirements only required once
The merger improves the company value and strengthens
the capital base
Significant strengthening of capital base
by mid-triple-digit millions
Optimization of ownership structure
• Conversion of WGZ BANK's minority
stakes into majority stakes will result in
the elimination of capital deductions
• Combined stakes of the newly
established entity strengthen the
regulatory capital base
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Bundling of functions related to corporate
strategy and steering in a single entity, which
only covers a limited number of tasks related
to the cooperative network (Holding)
Business activities of previous central
institutions will be bundled in a separate unit
and organizationally located on a level with
other specialized service providers
A central Advisory Council with
representatives of the primary banks will beestablished at the governance level next to
the Supervisory Board in order to ensure
adequate participation in strategic decisions
by the DZ BANK Group
Holding
Strategy and Steering functions
of the DZ BANK Group
Specialized Service Providers
Governance/Panels
Supervisory Board and Advisory Council
The merger of the central institutions prepares for the
implementation of a holding structure
New governance Goals of the holding model
Central
institution /
corporate
bank
Bausparkasse
Schwäbisch
Hall
R+V
Versicherung
Union
Investment
...
further
specialized
service
providers
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Financial key figures of the joint central institution
Key figures of the joint central institution1
Total Assets approx. € 500bn Profit before taxes € 1.8bn – 2.1bn
CET 1 capital ratio approx. 13.5%Incl. financial statement effects / Fully-loaded CRR
• Leverage Ratio approx. 4%• Incl. financial statement effects / Fully-loaded CRR
One-off expenses
for the merger € 200m – 250m
Thereof synergies € 100m – 150m
1) preliminary parameters, time frame 3 years
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The launch date planned for the new bank is August 1, 2016
IntegrationIntegrationTransaktion / Integrationsvorbereitung Integration
11 December 2015
Confirmation of the
Memorandum of
Understanding by the
Supervisory Boards of
DZ BANK
and WGZ BANK
27 April - 04 May 2016 30 June 2016
Planned filing in
the commercial
register
21 & 22 June 2016
Annual GeneralMeetings of WGZ
BANK and DZ BANK
01 August 2016
Day 1 of the new
bank planned
from today's
perspective
12 April 2016
signing of the mergeragreement by the CEOs of
both banks
29 July 2016
Plannedregistration in the
commercial
register
Supervisory Board
meetings of DZ BANK and
WGZ BANK – merger
resolution passed
31 December 2018
Planned
completion of
the integration
from today's
perspective
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Disclaimer
This document serves for information purposes only. This document is jointly created by DZ BANK AG Deutsche Zentral-
Genossenschaftsbank („DZ BANK”) and WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank ("WGZ BANK") and
is intended for the distribution in Germany. In foreign countries, this document shall only be distributed according to the
applicable laws of the respective country. Persons in possession of this document or any single information thereof are
advised to inform themselves of the relevant applicable legal provisions and to comply with them.
This document constitutes neither a public offer nor an invitation to make offers in order to purchase financial instruments.
This document does not represent a financial analysis. This document may contain certain forward looking statements,
which are associated with a degree of uncertainty. No investment decision shall be made based on this document.
DZ BANK and WGZ BANK do not accept any liability whatsoever for any direct and/ or indirect damage relating to the
distribution and/or use of this document.
The content of this document represents the status quo of the day of the preparation of the document. It may become
outdated as a result of future developments, without this document being amended accordingly.
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Back up
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Profile – DZ BANK
Key figures of DZ BANK Group Shareholder structure
2015 2014
Profit before taxes
(€ million)2,8672,453
CET 1 capital ratio2
(percent)11.413.0
Return on equity
(percent)17.213.8
Cost/income ratio
(percent)49.854.6
• Number of employees
thereof DZ BANK AG30,78131,130• 4,3894,489 Total subscribed capital
3,132
243251
20
3,646
(€ million)
(percent)6.7
6.9 0.5
85.9
2015
1) Direct and indirect
2) Incl. financial statement effects / Fully-loaded CRR
3) Dividend payment respectively in the following year, 2015 subject to referring board resolutions
1• Total dividend3
(€ million)
210224
1Local cooperative banks
WGZ BANK AGOther cooperative enterprises
Other
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Key figures of WGZ BANK Group Shareholder structure
Profit before taxes
(€ million)308347
CET 1 capital ratio2
(percent)11.012.9
Return on equity
(percent)8.49.2
Cost/income ratio
(percent)47.247.6
• Number of employees
thereof WGZ BANK AG1,6491,764• 1,2921,343 Total subscribed capital
647
53
14
714
(percent) 7.4 1.9
90.7
2015
1) 100% owned by member banks in the regional cooperative financialnetwork
2) Incl. financial statement effects / Fully-loaded CRR
3) Dividend payment respectively in the following year, 2015 subject to referring board resolutions
(€ million)
1
2015 2014
• Total dividend3
(€ million)
5064
Profile – WGZ BANK
WGZ BeteiligungsGmbH & Co. KG
Member banks in the regionalcooperative financial networkOther shareholders
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We have mutual consent over the apppointment of board
members
Deputy Chairman
Hans-Bernd
Wolberg
Chairman
Wolfgang
Kirsch
S u p e r v i s o r y B o a r d
B o a r d o f M
a n a g i n g D i r e c t o r s
Chairman
Helmut
Gottschalk
Deputy Chairman1
Werner
Böhnke
Uwe
Berghaus
Dr Christian
Brauckmann
Lars
Hille
Wolfgang
Köhler Karl-HeinzMoll
Dr Cornelius
Riese
Michael
Speth
Thomas
Ullrich
Frank
Westhoff Stefan
Zeidler
Further members to be selected
1. In addition to the Deputy Chairman that is elected under the provisions of the Co-Determination Act ("Mitbestimmungsgesetz") from among the employees' representatives.Note: All proposed appointments are merely suggestions. Final decisions are to be made by the responsilble governance bodies.