UNICREDITO ITALIANO GROUPBuilt to deliver

Alessandro Profumo - CEO

Morgan Stanley European Banks Conference

London - April 6th, 2005

2

UCI AT A GLANCE

Current market cap around Euro 29 bn

Home markets in Italy and Central Europe

Global player in Asset Management Euro 128 bn AUM

Main market shares in Italy: customer loans

10.8% household mortgages

17.7% customer deposits

10.1% mutual funds

13.8%

Main market shares in New Europe:Deposits Mutual

funds Poland 12.7% 34.5% Croatia 29.2% 39.8% Turkey 4.7% 12.1%

70,543 employees (29,540 in New Europe)

4,528 branches (1,373 in New Europe)

ROE 17.9%, Cost/Income Ratio 57.3%

Private & AM11%

New Europe18%

Corporate29%

Retail42%

TOTAL 2004 REVENUES: Euro 10.4 bn

2004 data

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ORGANIZATION BUILT TO LEVERAGE OPPORTUNITIES IN ALL OUR CUSTOMER SEGMENTS AND MARKETS

(1) Consumer Finance(2) Retail residential mortgages(3) Leasing(4) Asset Gathering from affluent clients

New EuropeNew Europe

Pekao (Poland)

Zagrebacka (Croatia)

Bulbank (Bulgaria)

KFS (Turkey)

UniBanka (Slovakia)

UC Romania

Zivnostenska (Czech Rep.)

CorporateCorporate

UBM

Locat(3)

Clarima(1)

UBCasa(2)

RetailRetail Private & AMPrivate & AM

Pioneer

Xelion(4)

Global Banking Global Banking Services divisionServices division

Human Resources

Processes and organization

Central operations (UPA)

IT

Real Estate

Purchasing process

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A SUCCESSFUL GROWTH PATH

INTERNATIONALIZATION

1998

0%

2004

17.6%

Weight of New Europe on Group Revenues

STATURE

1998

83.5

2004

149.7

Risk weighted assets, Euro bn

CAGR 98-04

+10%

PROFITABILITY

1998

0.193

2004

0.336

EPS, Euro

CAGR 98-04

+10%

PRODUCTIVITY

1998

26.3

2004

31.3

Net Income per employee, Euro x 000

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VISIBILITY AND SUSTAINABILITY OF EARNINGS BOLSTERED BY DIVERSIFICATION OF REVENUE MIX AND BUSINESS PORTFOLIO

STRONG VOLUME GROWTH

Assets under management up 9.0%

Customer loans up 10.8%

STRENGTHENED COMPETITIVE POSITION

Lending market share in Italy (1) up 37 bp

Mutual funds market share in Italy (2) up 39 bp

ENHANCED REVENUE MIX

Interest income excl. dividends up 3.7%

EFFECTIVE COST MANAGEMENT

Headcount down 677 in 2H04

2004 ACHIEVEMENTS

(1) Pro-forma, including Euro 2.5 bn relative to the Locat securitization and Euro 0.5 bn relative to the District Bonds(1) Calculated according to the “old” classification methodology adopted by Assogestioni

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Total Revenues

Euro mln

10,375

2,131

0.336EPS(2) (Euro)

0.205

-0.7%

+8.7%

+0.026

+0.034

Operating Income

Net Income

FY04 Y/Y ch.

DPS(3) (Euro)

4,434 -5.8%

17.9%ROE(1) +20 bp

+5.3%

+65.0%

% ch. on 4Q03

+9.6%

2,679

627

4Q04

1,124

(1) Calculated on end of period net equity excluding profit for the period(2) N° of shares in 2004 net of 87 mln treasury shares

(3) To be proposed to the AGM

7.35% +38 bpCore Tier I ratio

2004 - IMPROVING PROFITABILITY QUARTER AFTER QUARTER

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62(1)

(2) Pro-forma, excluding Parmalat provisions

up-front revenues as % of total

2003

12.5

2007

6.7

Italy, total customer loan mkt share, %

2003

10.74

2007

12.60

2004(1)

Cost Income ratio, %

2003

55

2007

50

Cost of risk, bp

2007

60

2004

57.3

2004

7.8

11.11

2003

76

2004

63

64(2)

Weight of up-front revenues continues to drop

Customer satisfaction drives market share gains

Efficiency

Revenues

Service quality

Process redesign provides key to efficiency improvements

Assets Cost of risk reduction

(1) Pro-forma, including Euro 2.5 bn relative to the Locat securitization and Euro 0.5 bn relative to the District Bonds

2004 PERFORMANCE ON TRACK VS. 2007 STRATEGIC PLAN

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GROUP RESULTS BENEFITING FROM BUSINESS DIVERSIFICATION

CONTRIBUTION TO GROUP NET INCOME BY DIVISION

y/y % ch.

949Corporate -2.7%

545Retail -6.7%

2,131TOTAL GROUP +8.7%

398New Europe +29.2%

CONTRIBUTION TO GROUP NET INCOME PRE CORPORATE CENTER AND ELISIONS

390Private & AM +58.5%

Euro mln

17.5%

17.1%

41.6%

23.9%

RETAIL CORPORATE

PRIVATE & AM NEW EUROPE

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CAPITAL ALLOCATION – DIRECTING CAPITAL TO HIGHER-RETURN BUSINESSES

(1) End of period, net of minorities (3) Pay-out ratio: 60%

2004 RORAC(4)

36.9%30.8%

19.8%17.4% 17.7%

Private & AM

NE Retail Corporate Group

Cost of equity 8.58%

ABSORBED CAPITAL(1)

Total Group 9.6 bn

2003

+2.5

y/y % ch.(2)

9.8 bn

2004

Retail

51.3% +0.9

28.9%

NE

27.7% +10.0

12.9%

Corporate

12.4% +9.3

49.1%

Private & AM 8.6% +12.09.1%

Divisional weight

Excess Capital(3) 0.2 bn 0.8 bn

Ma

rgin

al

RA

RO

RA

C

(4) Return on risk adjusted capital = Marginal Rarorac + Cost of Equity(2) On Absorbed Capital

Euro

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RETAIL DIVISION

GROW MARKET SHARE

Focus on products with longer revenue streams

FOCUS ON SUSTAINABLE REVENUES

IMPROVE EFFICIENCY THROUGH ACTIVE COST MANAGEMENT

Leverage the skills of “Category Killers” (mortgages and consumer credit)

Enhance product innovation/redesign

Implement two brand new “hunter”networks

Increase customer satisfaction

Redesign processes to facilitate headcount reduction

Rationalize branch network

OBJECTIVES MAIN ACTIONS

Focus on small business customers(1)

(1) Turnover < 3 mln Euro

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630596

557 547563 570 593

612

1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04

Avg. Euribor 2.46%

2.78%

2.14% 2.09%2.16%

2.09% 2.11% 2.15%

FOCUS ON VOLUME/MARKET SHARE GROWTH TO SUSTAIN NET INTEREST INCOME

EXCELLENT LENDING GROWTH (+16.1% Y/Y) …

Mortgages +22.9% y/yConsumer credit +31.2% y/ySmall Business +10.8% y/y

… AND GOOD SPREAD RESILIENCE IN ALL KEY MARKETS…

4Q average spread(3) on:new mortgages at 1.28% for UCB (stable q/q) and

1.43% for UBCasa (-3 bp q/q)small business(4) s/term loans at 8.37% (+5 bp q/q) revolving cards at 10.62% (+6 bp q/q)

… SUSTAINING STEADY NET INTEREST INCOME GROWTH (ex. dividends)

… WITH HIGHER MARKET SHARES…

Market share on:household mortgages(1) at 17.71% (+54 bp)new flows of consumer credit(2) at 4.3% (+395 bp)

(3) Management accounts(4) Management accounts, includes also maximum

overdraft charges

(1) Group market share, related to mortgages to households as of Bank of Italy definition in table TDME0070 of the monthly bulletin

(2) Calculated on ASSOFIN data

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IMPROVED CUSTOMER ACQUISITION CAPABILITIES & SUSTAINED FOCUS ON PRODUCTS WITH LONGER REVENUE STREAMS

STRONG FOCUS ON WEALTH MANAGEMENT PRODUCTS GENERATING RECURRING REVENUES

2003

0.1

2004

3.5

SALES OF SEGR. ACCOUNTS INVESTING IN FUNDS, Euro bn

IMPROVED CUSTOMER SATISFACTION POSITIVELY IMPACTING CHURN RATE

UniCredit Banca:

Overall acquisition rate increased from 5.4% (2003) to 6.7% (2004)

30,000 net new Small Business customers

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-610 vs. June 04

COST MANAGEMENT EFFORT ALREADY PRODUCING TANGIBLE RESULTS WITH FURTHER BENEFITS EXPECTED IN 2005

TOTAL STAFF

EFFECTIVE COST MANAGEMENT ALREADY TANGIBLE…

… WITH BENEFITS FROM STAFF REDUCTION EXPECTED IN 2005

OPERATING COSTS, Euro mln

2002(1)

2,956

2003(1)

2,930

2004

2,957

1H04

25,467

2004

25,136

FEB 05

24,857

(1) Pro-forma to make perimeter comparable with 2004

128 more branches to be closed in

2005

UCB BRANCHES

BRANCH NETWORK REORGANIZATION ALREADY UNDERGOING, IN LINE WITH 3 YEAR PLAN TARGETS

2003

2,754

Branches closed

-163

2004

2,591

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CORPORATE DIVISION

Implement new service model: tighten relationship and improved customer understanding

Focus on share of wallet IMPROVE REVENUE MIX

Rebalance UBM’s revenue stream

Leverage the “service-revenue multiplier”

OBJECTIVES MAIN ACTIONS

BECOME “THE FINANCIAL PARTNER” FOR OUR CUSTOMERS

Increase lending volumes with focus on M/L term lending while maintaining spreads

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2004 ACHIEVEMENTS

LOAN GROWTH WITH HIGHER SPREADS

UBI share of wallet at 12.4% (vs. 12.3% as at Dec03)

2004 average lending spreads at 2.34% (+8bp vs 2003)

Net interest income: +4.6% y/y

Net commission +5.8% y/y

Commercial focus on most recurring service revenues

- Foreign trade services: Euro 135 mln, +24% y/y

- Transaction services: Euro 71 mln, +7.8% y/y

MORE BALANCED REVENUE COMPOSITION FOR UBM

Higher weight of Institutional Derivatives and Investment Banking

Lower weight of Corporate Derivatives

TOTAL LOANS (ex Repos), Euro bn

23.4

Dec03

62.8

Dec04

65.9 +4.9% y/y

Of which: M/L2 25.6 +9.2% y/y

3

Securitization

GROWTH OF LEAST VOLATILE REVENUE COMPONENTS

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PRIVATE & ASSET MANAGEMENT DIVISION

GROW ASSET BASE

IMPROVE EFFICIENCY THROUGH ECONOMIES OF SCALE

ACHIEVE PERFORMANCE EXCELLENCE

International: focus on institutional mandates and open architectures

Italy: Provide high-quality wealth

management advice and services to all Italian clients

Streamline Asset Gathering

New Europe: manage the transition from non-managed to managed assets

US: round out product range

OBJECTIVES MAIN ACTIONS

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2004 ACHIEVEMENTS

STRONG GROWTH IN TOTAL FINANCIAL ASSETS AND REVENUES

All figures at unchanged FX

EXCELLENT PERFORMANCES 32nd percentile rank on avg. worldwide for Pioneer “long funds”

1st quartile rank for mutual funds sold in Italy vs Italian peers

INCREASED MKT. SHARE

Dec04

Italy – Mutual Funds 13.76%

Poland – Invest. Funds 34.46%

Xelion – Net Sales 25.23%

Dec03

13.39%

30.36%

13.66%

IMPROVED EFFICIENCY AND STRONG OPERATING PERFORMANCE

C/I RATIO, %

2003 2004

64.1 63.2 -77bp

2003 2004

390429 +9.8%

OPERATING INCOME, Euro mln

FIN. ASSETS, Euro bn

2003 2004

155172 +12.0%

2003 2004

1,085 1,167 +7.5%

TOTAL REVENUES, Euro mln

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NEW EUROPE DIVISION

STRENGTHEN ORGANIC GROWTH ON SELECTED CUSTOMER SEGMENTS

EVALUATE POTENTIAL VALUE- CREATING ACQUISITIONS

MAINTAIN STRICT RISK & COST CONTROL

A single strategy fine-tuned to compete successfully in each market/bank

OBJECTIVES MAIN ACTIONS

Leverage existing customer base in larger NE banks

Broaden customer base in smaller NE banks

Develop dedicated service models for Retail & Small Business

Enrich product offering

Bid for Yapi Kredi in Turkey and assess new opportunities in selected countries

Optimize IT systems, purchasing processes & back office

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2004 ACHIEVEMENTS

STRONG VOLUME GROWTH

Net loans +10.5% y/y (+18.5% at current FX), mainly mortgages(1) +27.8% y/y (+35.1% at current FX)

Mutual Funds(2) +35.6% y/y

(1) Management accounts in LAS

All figures stated at unchanged FX

(2) New Europe Business Area of Pioneer is included at current FX

MARKET SHARE GAINS

Mutual Funds: PPIM(3) +4.1 pp y/y to 34.5%

Stock of mortgages: Pekao(4) +4.5 pp y/y to 16.5%, Zaba holds its leadership position (40.2%)

(4) Only Local Currency

(3) Pioneer Pekao Investment Management

IMPROVED EFFICIENCY

Cost/Income -0.8 pp y/y to 55.2%

BETTER ASSET QUALITY

Cost of risk -33 bp y/y to 89 bp

Coverage ratio of doubtful loans +6.7 pp to 70.8%

2004

1,751

2003

Total Revenues (Euro mln)

1,835 +4.8% (+13.5% at current FX)

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GLOBAL BANKING SERVICES DIVISION

EFFECTIVE GROUP-WIDE COST MANAGEMENT

Right size Group headcount

Optimize processes and service model

Rationalize corporate structure and Real Estate

Foster synergies in ICT

Create a central operations center in Romania

BECOME BEST-IN-CLASS SERVICE PROVIDER

OBJECTIVES MAIN ACTIONS

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ACHIEVEMENTS SO FAR

UPA: first steps in Romania (35 people hired in 1Q05 in training process)

ICT synergies (approx. Euro 10 mln cost savings from in-sourcing in 2005)

Real estate rationalization (sale of non-core assets in 2004, 128 UCB branches to be closed in 2005)

Legal entities reduction (C. R. Carpi and Banca dell’Umbria to be merged into UCI banks in 2005)

Headcount reduction (-727 vs 1H04) well on track

2004

39,858 39,368

1H04

ITALY

39,131

Feb05

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2005 - MAINTAIN TIGHT FOCUS ON ACHIEVING 3-YEAR PLAN TARGETS

Building on 2004 achievements:

Gain market share in lending and financial assets to drive revenue growth:

Increase lending volume in mortgages, consumer credit, small business in Italy and New Europe

Raise corporate share of wallet while enhancing service revenue contribution

Leverage global presence of AM division to increase AuMs

Cross-sell asset-gathering products to existing small business customers

Deliver efficiency improvement in line with 3-year plan

Maintain strict control over cost of risk

Drive value creation and shareholder return through active capital management

UNICREDITO ITALIANO GROUPBuilt to deliver

Alessandro Profumo - CEO

Morgan Stanley European Banks Conference

London - April 6th, 2005

24

Annex

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CUSTOMER SATISFACTION

PRIVATE CUSTOMERS, TRIM INDEX (1)

2003 4Q04

47

51

2003 4Q04

4340

UNICREDIT BANCA AVG. TOP 4 COMPETITORS

Stability of front-end relationship with customers

Improved waiting time (shorter queues) Improved advisory on investment services,

with room for further improvement

SMALL BUSINESS, TRIM INDEX (1)

2003 4Q04

42

48

2003 4Q04

41

36

UNICREDIT BANCA AVG. TOP 4 COMPETITORS

Dedicated service model

Improved advisory on lending products

Focus on quality of sales

Source: NFO Infratest, Customer satisfaction analyses

(1) On a scale from 0 to 70