acquisition of banco fiat s.a. december 5 th, 2002

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Acquisition of Banco FIAT S.A. December 5 th , 2002

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Page 1: Acquisition of Banco FIAT S.A. December 5 th, 2002

Acquisition of Banco FIAT S.A.

December 5th, 2002

Page 2: Acquisition of Banco FIAT S.A. December 5 th, 2002

2

Agenda

1. Atractiveness of the Business

2. Object of the Acquisition

3. Benefits for Itaú

4. Agreement with Fiat

5. Highlights

6. Price

7. Internal Rate of Return

8. Economic Financial Analysis

Page 3: Acquisition of Banco FIAT S.A. December 5 th, 2002

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4,8 5,0

3,8

7,2

8,9

7,2

1997 1998 1999 2000 2001 2002 E

CAGR – 8.4%

R$ Billion

* Vehicles Financing and LeasingSource: ANEF (manufacturers’ related financial institutions only)

Atractiveness of the SectorAmounts issued in the year*Amounts issued in the year*

Page 4: Acquisition of Banco FIAT S.A. December 5 th, 2002

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Atractiveness of the BusinessRetail Financing Products - Vehicles Retail Financing Products - Vehicles

18%24% 21% 19%

14% 12%

23% 15%27%

49%51% 55%

23% 22%12%

8%3% 3%

36% 39% 40%

24%32% 30%

0%

20%

40%

60%

80%

100%

1997 1998 1999 2000 2001 2002 E

Consortium Financing Leasing Cash Payment

Source: ANEF (manufacturers’ related financial institutions only)

Page 5: Acquisition of Banco FIAT S.A. December 5 th, 2002

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Banco Fiat S.A.

Retail FinancingDealer and Supplier

Financing

Object of the AcquisitionCurrent Situation

Financing

Leasing

Consortium

Page 6: Acquisition of Banco FIAT S.A. December 5 th, 2002

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Banco Fiat S.A.Banco Fidis de

Investimento S.A.

99.99%

Retail Financing

Financing

Leasing

Consortium

Dealer and Supplier Financing

Object of the AcquisitionSituation after the Acquisition

Page 7: Acquisition of Banco FIAT S.A. December 5 th, 2002

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Benefits for Itaú

1. FIAT brand is the market leader in sales of new vehicles in Brazil;

2. Banco FIAT is the leader in the vehicles financing segment in Brasil, financing 40% of the total sales of the new FIAT vehicles;

3. A major boost to consortium activity, begun in September 2002 through Itauconsórcio;

4. Banco FIAT represents a platform for cross-selling opportunities, through the possibility of selling additional products and services to the Fiat brand customers;

5. High quality customers base, with low default ratios;

6. Banco FIAT is present in ALL FIAT´s dealer branches in Brazil, which enhances our relationship and enables us to provide our recognized expertise in technology and quality of additional services to the dealers and to the Fiat brand customers.

Page 8: Acquisition of Banco FIAT S.A. December 5 th, 2002

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Agreement with FIAT

Financing and leasing of new vehicles in all promotions organized by Fiat to the consumer market;

Sales of quotas in the consortium with the Fiat brand;

Supply of financial services to Banco Fiat S.A’s actual and future customers – cross-selling;

Fiat’s recommendation of Banco Fiat S.A. to its dealer network for the purposes of channeling vehicle finance business through the Bank’s intermediary.

• Exclusivity of Banco FIAT for the next 10 years in Brazil:

All the operations under FIAT

brand

• Use of the base of customers and dealers:

Page 9: Acquisition of Banco FIAT S.A. December 5 th, 2002

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R$ Million

Car Financing and Vehicle Leasing

Car Consortium

(1)Preliminary data for September 30, 2002, unaudited, for BBA and Banco Fiat S.A. (2)Includes the outstanding balance of operations effected by the branch network. (3)After eventual dividends distribution to the current shareholders of Banco Fiat S.A.

Highlights(1)

Contributions receivable - 952 952

N. of active consortium customers (Thousand)

- 93 93

Estimated market share - 11.7% 11.7%

Total Assets 119,805 3,231 123,036 2.7%

BIS Ratio (%) 18.4% 16.1%(3) 17.7% -0.7 perc.pt.

ITAÚ + BBA Banco Fiat TotalEvolution

Number of Employees 43,976 431 44,407 1,0%

2,891(2) 2,356 5,247 81.5%Amount

513 360 873 70.2%Quant. (Th.)

Page 10: Acquisition of Banco FIAT S.A. December 5 th, 2002

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Price

Fiat will indicate a member to Banco Fiat S.A.´s Board of Directors

Total Price: R$ 897 million

Goodwill: R$ 462 million

Goodwill: 1.06 X SE*

Strong Partnership = Greater Commercial Relationship

No capital increase (no

dilution for Itaú´s shareholders)

* Stockholders’ Equity

Page 11: Acquisition of Banco FIAT S.A. December 5 th, 2002

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R$ Million

Internal Rate of Return

Stockholders’ EquityGoodwillTotal

435462897

Stockholders’ Equity Multiple 2.06Internal Rate of Return of the Transaction 20.55%

Page 12: Acquisition of Banco FIAT S.A. December 5 th, 2002

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R$ Million

Stockholders’ Equity (acquisition)

Net income for the next 10 yearsValue of the business

Acquisition Value

435

2,197

2,632

1,298

897

Economic-Financial Analysis

Nominal Value

Present Value*

Gain considering the present value

for the next 10 years: R$ 401

million

Estimated Impact in the Earnings per Share: average

increase of 1.1% p.a. for the next 10 years

* Taken at the Interbank Rate net of tax effects

Page 13: Acquisition of Banco FIAT S.A. December 5 th, 2002

Acquisition of Banco FIAT S.A.

December 5th, 2002