UniCredit Group

UniCredit Group

Lehman Brothers Financial Services ConferenceNew York, 12th September 2007

Alessandro ProfumoChief Executive Officer

2

Retail37%

Corporate20%

MIB14%

CEE18%

PB&AM11%

UNICREDIT: EXCELLENT POSITIONING IN EUROPE, UNIQUE PLATFORM IN CEE

NOTE: Year-end 2006 data, referred to UniCredit + Capitalia + ATF +USB Groups (combined pro-forma) Source: UniCredit, Capitalia, ATF, USB 2006 data

TOTAL REVENUES BREAKDOWN

Other 8%

CEE 18%

Austria 10%

Italy 47%

Germany 17%

WELL DIVERSIFIED REVENUE BASE Strong presence in the Italian banking market, among

the less penetrated in Eurozone

Undisputed leader in high growth CEE region, with strong exposure to commercial banking (1H07 Retail and Corporate revenues: ~80% of Group’s total revenues in CEE region)

Still relevant restructuring potential in Germany and Austria after integration completion

UNPARALLELED EUROPEAN FRANCHISE Banking operations in 23 countries(1) in four core markets:

Italy: #2, ~16% mkt share post Capitalia(2)

Germany: #3, ~5% mkt share(2)

Austria: #1, ~19% mkt share(2)

CEE: biggest investor in the region (among top five in 11 countries by loans)

More than ~40 million customers, ~9,500 branches

(1) Including ATF(2) Market shares and rankings calculated on customer loans, considering only loans to domestic customers for Germany

Clear value creation potential thanks to growth and restructuring opportunities

BY GEOGRAPHY

BY DIVISION

3

1H07 Results

First steps of the integration with Capitalia

US Sub-prime & Conduit exposure

Conclusions

AGENDA

4

2Q07 CONFIRM SOLID PROFITABILITY TREND OF THE GROUP

1H07 1H06 ∆

EVA (mln) 2,073 1,358 715

Marginal RARORAC (%) 16.4% 11.7% 4.7%

Jun07 Dec06 ∆

Total RWA (bn) 439.9 422.3 4.2%

Core TIER1 Ratio (%) 6.09% 5.82% 27 bp

Operating costs benefiting from release of excess pension fund provisions (~150 mln in BA-CA and ~116 mln in Italy for “TFR”); +4.4% 1H07/1H06 net of this effect, mainly due to higher business volumes

Improved profitability of RWA(3), 6.12% in 1H07 (~ +60 bp on FY06)

Lower contribution of other non operating items (-311 mln y/y, largely due to gain on Splitska posted in 2Q06)

Cost of risk(3) down to 53 bp in 1H07 (-3 bp vs FY06)

~200 mln of capital generated through securitizations

1H07 net income +34.8% y/y at constant FX and perimeter (excluding gain on Splitska(2))

(1) Goodwill amortization, provisions for risk and charges, integration costs and net profit from investments

(3) CoR and Revenues/avg. RWA in 1H07 are annualized

(2) Eur 367 mln posted in 2Q06

1H07 C/I ratio at 50.2% vs 54.9% in 1H06

Increased Core Tier 1 ratio to ~6.1%

Good operating performance sustained by revenue growth in all business divisions

mln

1H07 % ch. on

1H06

% ch. on 1H06 at

constant FX &

perimeter

Total Revenues 13,124 9.6% 10.7%

Operating Costs -6,593 0.4% 1.5%

Operating Profit 6,531 20.9% 21.8%

Net Write Downs of Loans -1,075 5.8% 5.3%

Other Non Operating Items(1) 165 -61.7% >100%

Net Income for the Group 3,607 16.6% 34.8%

Cost/Income ratio, % 50.2% -462 bp -448 bp

5

REVENUES AT ~6.5 BN (+9.4% Y/Y) DRIVEN BY GOOD TREND IN FEES AND COMMISSIONS

NET COMMISSION INCOME, mln TRADING INCOME, mlnNET INTEREST INCOME (ex div.), mln

Of which Exchangeable Generali effect, mln

+42 +58 -40

3,237 3,1882,942

2Q06 1Q07 2Q07

2,275 2,334

2,109

2Q06 1Q07 2Q07

830

559564

2Q06 1Q07 2Q07

-0.9%-32.7%-1.5%

+10.7%+8.4%

+2.6%

+14.7% net of

Exchangeable Generali

Net interest income up 8.4% y/y, with positive contribution from all the Divisions, mainly CEE and Poland’s Markets (both approx. +24% y/y) and Retail-Italy (+10% y/y, thanks to loan growth and improved deposit spread); -1.5% q/q due to MIB Division’s seasonality

Net commissions +10.7% y/y mainly due to growth in MIB (+35.3 y/y) and in the CEE Region (+23.6% y/y). Good trend also in AM (+17.0% y/y) and in Corporate (+10.1% y/y)

Trading income +14.7% y/y net of Exchangeable Generali effect (-82 mln), with continuous strong contribution of MIB (+33.1% y/y)

6

STAFF EXPENSES(1), mln

OPERATING COSTS AT 3,207 MLN (-1.1% Y/Y) BENEFITING FROM RELEASE OF EXCESS PENSION PROVISIONS

OTHER ADMIN. EXPENSES AND EXPENSE RECOVERIES, mln

DEPRECIATION, mln

Staff costs decline due to the effect of TFR reform in Italy and release of provisions for BA-CA pension liabilities(1); net of non-recurring items(1), staff costs are up ~7% y/y mainly driven by:

performance-related compensation, accounting for >50% of the increase (mainly MIB, AM and Poland) business expansion in selected CEE countries and investments in global business lines

Other administrative expenses +11% y/y mainly explained by: growth projects like investments in global product lines and opening of new branches in Turkey, Russia and Hungary outsourcing in Germany various IT projects in Germany and Italy largely related to Eurosig implementation and mandatory projects(2)

effect of comparison with 2Q06, lowest quarter in the year. 1H07/1H06 change +4.7%

1,055 1,101991

2Q06 1Q07 2Q07

287 289303

2Q06 1Q07 2Q07

(1) 2Q07 non-recurring items in staff-costs: 150 mln of release of provisions for BA-CA pension liabilities and 116 mln of TFR reform benefits

2,0441,817

1,948

2Q06 1Q07 2Q07

-6.7%

-11.1%

(2) MIFID directive; SEPA (Single Euro Payments Area: integrated market implementation for international payments in 27 EU countries); Basel II

+4.4%-4.6%

+0.7%

+11.1%

7

GROUP STAFF RIGHTSIZING STILL MORE THAN OFFSETTING HIRING FOR GROWTH INITIATIVES

Decrease in CEE Region driven by merger completion and rightsizing

Decrease of FTEs (-3,121 or –2.3%) excluding growth initiatives with relevant contribution of GBS & corporate centre and outsourcing deals

GROUP FTE (1)

Dec06

137,197

-26

135,880

Jun07

-1,585

-1,020

Russia & Turkey

+ 783

Growth initiatives

Retail(3) RetailItaly

+ 188

Other

+ 87

(1) Yapi Group at 100%(2) Outsourcing: Security activities in Turkey (820), PAS (420), HVB IS (316), Indexchange Investment (30)(3) Include transfer of approx. 200 FTE from Corporate Centre for CRO related activities(4) New consolidation: Planet Home (299), Insurance Broker (16) and Unicredit Leasing Ukraina (20)

CEE Region ex Russia & Turkey

- 3,121 FTE

Jun07 Subtotal

134,077

+ 395

Corporate

Increase in Corporate mainly due to investment in Leasing and to “revenue boost project” in Banca d’Impresa and HVB

GBS & corp.

centre

Out-sourcing

and disposals(2)

-489+ 350

New Consolidation

(4)

-1,317

8

POSITIVE TREND IN ASSET QUALITY AND CONTINUED DE-RISKING OF BALANCE SHEET

LOAN LOSS PROVISIONS, mln

565510501

2Q06 1Q07 2Q07

-6.6% gross of PPA adj.

+1.8%

-9.7%

Loan loss provisions reflect a positive credit environment mainly in Germany and Poland Cost of Risk(1) down to 53 bp in 1H07 (-3 bp vs. FY06) with improvements in all geographic areas

ASSET QUALITY TREND

(2) Loans to customers

Strong reduction of net impaired loans

Decreased % weight of net impaired loans on total customer loans

Increased coverage ratio on impaired loans with significant growth on NPL (from 61.5% to 63.6%), doubtful (from 26% to 30%) and restructured loans (from 31.6% to 37%)

Material de-risking of balance sheet: Net impaired loans/Total Regulatory Capital ratio reduced from 32.2% as of Dec06 to 26.8% as of Jun07 (> 5% reduction)

(1) Profit (loss) and net write downs on loans / Total Period Average RWA for Credit Risks

dic-06 mar-07 giu-07∆ vs.

Dec06

Net impaired loans(2), bn 14.3 13.5 12.3 -13.5%

% on total net loans(2) 3.2% 3.0% 2.7% -51 bp

% Coverage Ratio on Impaired(2) 48.9% 50.6% 53.2% +4.3 pp

9

20.719.7

18.216.9

SEP 06 DEC 06 1Q07 JUN 07

SCP: recent evolution (Credit Exposure, bn)

OUTSTANDING TRACK RECORD IN REDUCTION OF NON STRATEGIC ASSETS IN GERMANY

9.5

4.0 3.8 3.3

DEC 05 DEC 06 1Q07 JUN 07

(1) 1Q07 based on Feb 07 data

RER: recent evolution (Credit Exposure, bn)

-17.5%

-13.2%

RER portfolio reduced by ~79% since creation (15.4 bn as of 31.12.2004)

(1)

~500 mln reduction in the last 4 months achieved through successful day-by-day workout

3.8 bn reduction achieved since creation (~ -20%), o/w 1.3 bn in the last 4 months

(1)

-14.2%

-7.1%

10

CEE12%

Corporate25%

MIB21%

Poland's Markets

10%

Retail23%

Private & AM9%

1H07 OPERATING PROFIT

CEE12%

Private & AM10%

Retail32%Poland's

Markets9%

MIB17%

Corporate20%

CEE15%

Private & AM6%

Retail20%

Poland's Markets

4%

MIB16%

Corporate39%

1H07 TOTAL REVENUES

1H07 ALLOCATED CAPITAL 1H07 EVA

y/y % ch.Retail 4.3%Corporate 6.1%Private & AM 7.0%MIB 26.5%CEE 17.6%Poland's Markets 13.1%

y/y % ch.Retail 20.5%Corporate 8.9%Private & AM 15.3%MIB 39.6%CEE 25.9%Poland Markets 23.0%



CEE13% Private & AM

15%

Retail17%Poland's

Markets9%

MIB29%

Corporate17%

STRONG CONTRIBUTION FROM ALL DIVISIONS TO EVA GENERATION

11

CAPITALIA DELIVERING SOLID COMMERCIAL AND OPERATING RESULTS: GOOD ADDITIONAL NETWORK FOR FUTURE GROWTH IN ITALY

Solid operating profit growth in 1H07 (+10.2% y/y) driven by strong commercial performance in all major banks of the Group

Cost income further down to 56.2% in 1H07, improving by over 3 p.p. y/y

Net doubtful loans stable with decreasing ratio on net loans of 30 bp on Dec06; coverage ratio stable at 63%

Negligible exposure to the areas affected by the recent market turmoil (zero US Sub-prime; only 65 mln loans to conduits)

Revenues rise 9.8% y/y, mainly thanks to strong net interest income reflecting solid trend in business volumes, both on the deposit and lending side

12

POSITIVE TREND OF COMMERCIAL RESULTS IN 1H07 BOTH IN RETAIL AND CORPORATE

Significant volume expansion: customer deposits up 17% y/y, customer loans +15% y/y, increasing market shares (6.8%(1) on deposits, +40 bp y/y; 5.9%(1) on customer loans, +20 bp y/y)

Good performance in Retail products inflows

Corporate loans increase 25% y/y (on average volumes) with strong upward trend in all key corporate lending products and good performance across all commercial banks

Life premiums

678

893758

Avg 1H07Avg 06Avg 05

+31.7%

+17.8%

Retail Mortgage inflows

2,175

3,2113,083

1H 071H 061H 05

+1.5x

+4%

New Credit Cards issued

137

284

212

1H 071H 061H 05

+2.1x

+34%

(1) Estimate

13

NET DOUBTFUL (mln)

4,298

5,781

4,304

12/0512/04 12/06

3,214

4,436

3,332

1,084

1,345

971

NPLs

Watchlist

6,447

12/03

4,543

1,9044,316

06/07

3,399

916

Net Doubtful/Net Loans (%)7.6

5.2

4.5

4.2

8.6

STABLE DOUBTFUL LOANS WITH DECREASING WEIGHT ON CUSTOMER LOANS

-33.1%

+0.3%

Further reduction of net doubtful / net loans ratio from 4.5% as of Dec. 06 to 4.2% as of June 07 Confirmed sound doubtful loans coverage ratio: 63% as of June 07 vs 62.9% as of Dec. 07

Pre IAS

COVERAGE DOUBTFUL (%)

52.548.5

63.4 63.0

12/0412/03 12/05 06/07

62.9

12/06

+14.5pp

+0.1%

14

PROVISIONS INCREASE DUE TO LOWER LOAN WRITE-BACKS AND TREVI IMPACT

LOAN LOSS PROVISIONS & WRITE-BACKS (mln)

ì

550476

1H 06 1H 07

208245

612

2H 06

359

Write-backsGross provisions on credits

Net loan loss provisions

231 253 342 64 mln provisions on financial assets

in 1H07 (vs 11 in 1H06) of which

42%

30%

28%

PROVISIONS ON FINANCIAL ASSETS(mln)

TREVI 62 mln linked to:

rising interest rates

collections and legal expenses trend

loan portfolio impairment

15

1H07 Results



Conclusions

AGENDA

16

SMOOTH AND RAPID INTEGRATION WITH CAPITALIA

Paolo Fiorentino appointed as new Capitalia CEO

Limited exercised withdrawal rights (3.136%(1) of Capitalia’s share capital), equivalent to Euro 573 mln

Integration started at full speed

Clearance from Antitrust expected by end of September; merger October 1

Quick agreement with Unions on rightsizing signed well in advance of expectations

(1) As of September 3

17

Incentivated exits

Key elements

Banking social fund

Voluntary exits through incentive plan Personnel becoming eligible for pension within

2010 First wave in October

Voluntary exits funded through Banking Social Fund’s contribution

Personnel becoming eligible for pension within July 1st 2015 (max 3,000 in 3 years)

First wave in January 2008

Estimated 5,000

people involved

Other instruments

Leverage on natural attrition and on internal mobility in order to reach a better rightsizing

AGREEMENT WITH UNIONS ON RIGHTSIZING REACHED WELL IN ADVANCE, ~5,000 FTES INVOLVED

Union agreement signed last August 3rd vs. year end 2007Room for staff rightsizing leveraging on natural attrition and early retirement

Agreement reached before the merger, paving the way to a quick Group’s reorganization

18

CAPITALIA MERGER PROCESS FULLY BENEFITS FROM UNICREDIT DOMESTIC INTEGRATION EXPERTISE

Extensive integration task force: more than 1,500 people involved, 95 internally managed projects across 12 Divisional / Functional Areas

Key goals

New Unicredit/Capitalia branches plan

First Retail joint initiatives (e.g. ATMs sharing at no charge)

Legal integration path and IT plan

Internal and external communication plan

DONE

MID SEPT Segmentation criteria for customer allocation

Common brand strategy

OCTOBER 1ST

New Unicredit Holding, including Capitalia personnel

Consolidated regulatory reporting and capital ratios, centralized Treasury

Joint product initiatives

END 2007

Unified divisional budget process

MBO model for network defined

Consolidated managerial and credit reporting

19

CAPITALIA WITHDRAWAL LIMITED CONFIRMING MARKET CONFIDENCE ON THE VALUE CREATION OF THE DEAL

Only 3.136%(1) of Capitalia’s share capital involved in the withdrawal, equivalent to Euro 573 mln

UniCredit BoD will decide whether to call the EGM to resolve on the proposal of removal of the statutory clause concerning voting right limitation (making void the withdrawal right)

Offer on the market (for 5 consecutive trading days) of the shares not been placed through the option process

The shares which are not placed on the market shall be purchased by UniCredit (after merger completion)

OFFER IN OPTION at the withdrawal price(2)

the shares for which the withdrawal right has been exercised are to be offered to the other Capitalia shareholders in proportion to the number of shares held

the shareholders who have exercised the option right may also exercise a pre-emptive right for the purchase of the shares for which the option has not been exercised

September 4 / October 3

September 18

October

By end of January

(2) Euro 7.015 per share

(1) As of September 3

If the UniCredit BoD decides not to call the EGM

20

1H07 Results



Conclusions

AGENDA

21

Euro mlnTotal

Unicredit Group

On balance

US sub-prime RMBS 127

CDO with partial sub-prime 139

of which equity tranches/income notes 11

Retained interest 11

Total on balance 277

Off balance 77

Total 354

Exposure to US sub-primes:

RMBS collateralized by US sub-prime mortgages (mainly vintage, 2002-2003), still AAA rated

CDO with sub-prime collateral: 90% still investment grade, 70% AA or better at the end of August

Retained interest held by Pioneer

NEGLIGIBLE EXPOSURE FOR UNICREDIT TO US SUB-PRIME…

RMBS: Residential Mortgage Backed SecuritiesCDO: Collateralized Debt Obligations(1) Off balance items include conduits with sub-prime exposure and investments in SIVs(2) On Unicredit reported total regulatory capital as of June 07

(1)

Exposure equivalent to 0.8% total regulatory capital(2)

22

8.5

6.2

14.3

July 07 Aug 07 5 Sep 07 Feb 08E

… AND TO CONDUIT BUSINESS

Very quick response to market turmoil by reducing Bavaria TRR assets from 14 to 6 Euro bn

Bavaria TRR exposure, Euro bnEuro bn

HVB sponsored conduits

Size as of 29 Aug-07

Type of Conduit

Liquidity line

HVB Liquidity line

Letter of Credit

Arabella 1.8 Customer Yes 1.84 0.18

Salome 1.1 Customer Yes 1.12 0.69

Black Forest* 0.8 Customer Yes 0.82 0.35

Maximillian* 0.8 Arbitrage Yes 0.82 0.04

BUFCO* 1.1 Arbitrage Yes 1.13 0.10

Bavarian TRR* 6.2 TRR No - -

Total 11.8 5.73 1.36

* US $ denominated; €/$ 1.365 ratio

Bavarian TRR as of Sept 5

Extremely low exposure to 3rd parties conduits: total liquidity lines provided by HVB/BA-CA ~0.55 bn

0(1)

(1) Total Rate of Return Conduit

23

1H07 Results



Conclusions

AGENDA

24

Well balanced portfolio with attractive business & geographical mix

Negligible exposure to US sub-prime and conduit business

Solid set of results delivered in 1H07

Full focus on execution, with Capitalia integration proceeding at full speed

SUMMING UP

Documents

UniCredit Group