creating the first truly european bank

Creating the First Truly European Bank

Milan, 13 June 2005

Not for distribution in or into or from the United States, Australia, Canada or Japan

2

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THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.

This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire,

any securities of UniCredit or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to

purchase or subscribe for any securities in UniCredit or any member of its group or any commitment whatsoever. Persons who intend to participate in the

proposed tender offers are reminded that any such participation may only be made solely on the basis of the information contained in the respective offer

documents to be issued by UniCredit in accordance with the relevant tender offer and securities laws regulations which may be different from the information

contained in this presentation. The information contained in this presentation is not for publication, release or distribution in Australia, Canada, Japan or the

United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). This presentation and the

information contained herein are not an offer of securities for sale in the United States and may not be viewed by persons in the United States except for

qualified institutional buyers (as defined in Rule 144A under the Securities Act) (“QIBs”). The securities proposed to be offered in UniCredit have not been and

will not be registered under the Securities Act and may not be offered or sold in the United States except to QIBs in reliance on an exemption from, or

transaction not subject to, the registration requirements of the Securities Act.

The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating. Certain statements in this

presentation are forward-looking statements under the US federal securities laws. By their nature, forward-looking statements involve a number of risks,

uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking

statements. These include, among other factors, the satisfaction of the conditions of the offering, changing business or other market conditions and the

prospects for growth anticipated by the UniCredit’s management. These and other factors could adversely affect the outcome and financial effects of the plans

and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a

representation that such trends or activities will continue in the future. UniCredit does not undertake any obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which

speak only as of the date of this presentation.

3

■ Strategic Rationale and Transaction Highlights

■ Leading Pan-European Franchise

■ A Powerful Combination

■ Strong Financial Case

■ Offer Timetable

■ Closing Remarks

AGENDA

4

■ Leading player in key markets:

More than 28 million customers served through over 7,000 branches1

3 neighbouring home markets in Western Europe

• Germany: 5% market share2

• Italy: 10% market share2

• Austria: 18% market share2

Undisputed leader in CEE3 with extensive presence throughout the region

• €70bn total assets1, more than twice the second player2

• N. 1 in Poland, Bulgaria and Croatia2

• Top 5 position in 9 countries2 and access to Baltic Countries and Russia

■ Significant business and geographic diversification and critical mass in scale-driven businesses

Banking operations in 19 countries

Well balanced business portfolio

Note: Unless indicated otherwise, information given in this document relates to the combined entity1 Including Hebros Bank, Eksimbanka, IMB and Yapi. Banca Ion Tiriac not included. Representative offices excluded from number of branches 2 In terms of total assets as of year end 20043 For the purposes of this document, CEE includes the following countries: Poland, Hungary, Czech R., Slovakia, Slovenia, Bulgaria, Romania, Croatia, Bosnia Herzegovina, Serbia Montenegro, Turkey, Ukraine, Lithuania, Latvia, Estonia and

Russia

FOCUS ON ONE OF THE WEALTHIEST AREAS AND LEADER IN THE FASTEST GROWING MARKETS IN EUROPE

A NEW FORCE IN EUROPEAN BANKING

5

A POWERFUL COMBINATION

■ A friendly transaction with a shared vision regulated by a Business Combination Agreement (BCA)

■ Integrated management team based on “blending of the best”…

■ … with clear accountability to CEO and vis-à-vis Business Plan targets achievement

■ Proven track-record in managing integration

■ Minimisation of execution risk

■ Complementary strengths/sharing of best practices, common product factories, and significant “in-market” synergies (Poland and Croatia)

■ Close to €1bn of estimated annual pre-tax synergies fully realised by ’08

■ Very conservative approach on revenue synergies with room for further upside

■ Conservative restructuring charges of €1.35bn (c. 150% of cost synergies)

■ Cash EPS neutral for UniCredit in ’06, positive thereafter

■ Compelling EPS growth, 26% CAGR ’05-’07

■ Target ’07 RoE of 18%

■ Growing DPS year by year

CLEAR GOVERNANCE RULES

SIGNIFICANT VALUE CREATION

6

THREE PARALLEL OFFERS

Offer

1 Based on UniCredit share price as of 10 June 2005 for share-for-share offers2 Premium calculation based on official closing prices of the various stock exchanges as provided by FactSet 3 Comparing respective exchange ratios with UniCredit closing price on 25 May '05 (the day before the start of

significant media speculation) divided by HVB, Bank Austria and BPH respective closing prices on 25 May '05. Exchange ratio €/PLN of 4.193 as of 25 May 2005

4 For HVB and Bank Austria offers calculated respectively as: UniCredit 3-month average closing price on 10 June '05 divided by HVB/Bank Austria 3-month average closing price on 10 June '05, for BPH offer calculated as UniCredit 6-month average closing price on 10 June '05 divided by BPH 6-month average closing price on 10 June '05

Bank Austria

Price

HVB BPH

5 Based on brokers’ consensus estimates6 Equal to average share price for the six months preceding the announcement of the Transaction, with the

relevant announcement date for purposes of the Austrian offer being 30 May 2005. Price subject to review and approval of the Austrian Takeover Commission

7 Assuming HVB and Bank Austria not tendering their stakes in Bank Austria and BPH of 77.5% and 71.2% respectively

8 Exchange rate €/PLN of 4.027 as of 10 June 2005

7

THREE PARALLEL OFFERS (CONT’D)

■ Friendly offer. The Board of Directors of UniCredit and the Management Board of HVB, with the consent of HVB Supervisory Board, approved the transaction

■ HVB offer conditional upon minimum acceptance level of 65%

■ Bank Austria and BPH offers not to be consummated prior to the successful completion of HVB offer

■ Intention to list UniCredit shares on Frankfurt Stock Exchange and on Warsaw Stock Exchange simultaneously with completion

■ UniCredit newly issued shares entitled to receive full 2005 dividend, payable in 2006

■ Offers subject to regulatory approvals

8

SHAREHOLDER BASE OF THE NEW GROUP

Well-diversified reference shareholder base

Large free float

The transaction would increase UniCredit’s

weighting in key domestic and international

indices

Source: Companies’ data1 Assuming 100% acceptance of share-for-share offers (HVB, Bank Austria and BPH), excluding shares owned by HVB in Bank Austria and by Bank Austria in BPH respectively

Shareholder Base Post Transaction1

9




■ Offer Timetable

■ Closing Remarks

AGENDA


10

AT HOME IN THE “HEART OF EUROPE”

Source: Company data as of year end 2004, except Hebros Bank as of 20031 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 2 Including Hebros Bank, Eksimbanka, IMB and Yapi. Banca Ion Tiriac not included. For Yapi included 50% of loans and deposits and 100% of branches and customers. For customer loans, customer deposits, branches, employees and

customers data not included for Ukraine and Baltic Countries3 Including banking activities in Poland, Hungary, Czech R., Slovakia, Slovenia, Bulgaria, Romania, Croatia, Bosnia Herzegovina, Serbia Montenegro, Turkey, Ukraine, Lithuania, Latvia, Estonia and Russia. Excluding representative offices4 Including 100% Yapi, excluding Hebros Bank, Eksimbanka, IMB, Ukraine and Baltic Countries

ITALY: #2 with 10% market share1

■ Customer Loans €122bn

■ Customer Deposits €72bn

■ Branches 3,137

■ Employees (’000) 40

■ Customers 6.3m

GERMANY: #2 with 5% market share1



■ Branches 681


■ Customers 4.0m

AUSTRIA: #1 with 18% market share1



■ Branches 405


■ Customers 1.8m

CEE: #1 franchise with size 2x next largest competitor2

■ Countries of Presence: 163



■ Branches 2,800

■ Employees (’000)4 58

■ Customers 16.4m

MORE THAN 28 MILLION CUSTOMERS AND OVER 7,000 BRANCHES WITH BANKING OPERATIONS IN 19 COUNTRIES WITH ROUGHLY 139,000 EMPLOYEES

UniCredit HVB UniCredit + HVB

11

SIGNIFICANTLY ENHANCED AND DIVERSIFIED BUSINESS AND GEOGRAPHIC MIX

UniCredit

Lo

an

s

Sp

lit

by

Ge

og

rap

hy

Re

ve

nu

es

Sp

lit

by

Bu

sin

es

s

Source: Company data as of end 2004Note: Hebros Bank, Eksimbanka, IMB, Yapi and Banca Ion Tiriac not included

HVB UniCredit + HVB

Germany

Italy

Austria

Euro Zone

CEE

RoW 101

87

2 47823

58

38615

30

38

Retail

Corporate

CEE

Capital Markets

Private Banking & AM

Real Estate 11

13

38

33

11

18

29

42

26515

34

38

5

(%) (%) (%)

(%) (%) (%)

€140bn €262bn €402bn

€10.4bn €9.3bn €19.7bn

12

111% 111%

128%

117%

Austria Northern Italy Bavaria Combined

Source: Company data, Istat, Eurostat, Bayerisches Landesamt für Statistik und Datenverarbeitung. Data as of year end 2004Note: Northern Italy includes: Piemonte, Valle d’Aosta, Lombardia, Trentino Alto-Adige, Veneto, Friuli Venezia-Giulia, Liguria and Emilia Romagna1 Source: IMF, data as of 30 September 2004

■ Population of 57.9m (15.1% of EU15)

■ 13.9% of EU15 GDP

■ Export to Austria and Germany: 16.0% of Total1

ITALY

GERMANY


■ 22.7% of EU15 GDP

■ Exports to Italy and Austria: 12.6% of Total1

AUSTRIA


■ 2.4% of EU15 GDP

■ Exports to Germany and Italy: 44.0% of Total1

GDP per Capita

EU15 Average 100%

HVB: #1 with 390 branches (57% of total

HVB German branches)

UniCredit: 2,281 branches (73% of total

UniCredit Italian branches)

Bank Austria: #1 with c. 400

branches and 18% market

share

UNIQUE PRESENCE IN SOME OF THE WEALTHIEST REGIONS IN EUROPE

Aggregate exports and imports of Germany, Austria and Italy to CEE equal respectively to

14% and 15% of total

13

15

17

20

29

31

70

33

Citigroup

Intesa

SG

Raiffeisen

KBC

Erste Bank

UNDISPUTED LEADER IN FAST GROWING CEE MARKETS

Total Assets and Branches1

UniCredit + HVB2 2,800

1,242

794

916

735

692

237

GDP ’04-’07 CAGR6

5.7%5.5%

5.3% 5.2% 5.1% 5.0% 5.0%

4.4% 4.3% 4.2%3.9% 3.9% 3.7%

1.9%

7.0%

Ukra

ine

Balti

c C

ountr

ies

Slo

vakia

Bosnia

Russia

n F

edera

tion

Turk

ey

Serb

ia &

Monte

negro

Rom

ania

Czech R

epublic

Bulg

aria

Pola

nd

Cro

atia

Slo

venia

Hungary

EU

157 7 777

1 Source: Company annual reports, analysts’ presentations and press releases. Data as of year end 2004

2 Including Yapi (50% of total assets and 100% of branches), Hebros Bank, Eksimbanka and IMB. Banca Ion Tiriac excluded

3 Data for Raiffeisen International

4 Sum of Société Générale’s CEE activities, i.e. KB, BRD, SG Express Bank, SKB Banka, SGYB, Novosadska as of year end 2004 and BSGV as of year end 2003

5 Sum of Intesa’s CEE activities, i.e. CIB, PBZ, VUB, KMB and Delta Banka6 Source: EIU7 GDP CAGR ’04-’06 for Bosnia, Serbia & Montenegro, Croatia, Slovenia and Baltic Countries; GDP Growth

’04-’05 for Ukraine

5

4

3

Total Assets (€bn) Branches

7

14

25.7

14.38.6

13.6

3.1 4.2 2.0 1.4

8.3

10.0

8.1

8.4

5.46.1

4.7 1.01.64.0

5.15.46.2

Croatia Bulgaria Poland Bosnia Turkey Slovakia Czech R. Serbia Romania Hungary Slovenia BalticCountries

Russia Ukraine

HIGHLY COMPLEMENTARY CEE FRANCHISE RESULTING IN 9 TOP 5 POSITIONS PLUS ACCESS TO BALTIC COUNTRIES AND RUSSIA

#1 #1 #1 #2 #3 #4 #4 #5 #4 #7 n.a.

Leader Top 3 Top 5

Rank

Market Share % by Total Assets

Note: Based on the latest available information; for market share calculations UniCredit and HVB may apply different definitions as far as the underlying data are concerned

1 Including 50% of Yapi assets2 Including Banca Ion Tiriac assets3 Simple average of market share in Estonia, Latvia and Lithuania

#7

UniCredit HVB

11.51

34.0

24.3

16.7

22.0

9.6 8.1

6.18.82

4

c. #10 n.a.

4 Including Estonia, Latvia and Lithuania5 Source: EIU and Eurostat6 Including 100% of Yapi branches7 UniCredit and HVB Ukraine and Baltic Countries branches not included in the number of combined

group branches

3

15

WELL DIVERSIFIED CEE PRESENCE GENERATING OVER €850M IN PRE-TAX INCOME

Total Assets of the Group in CEE by Geography1,2 Pre-Tax Income of the Group in CEE by Geography1,2

€70bn €876m5

Note: 2004 year end exchange ratio applied for assets. For income statement figures, UniCredit applied 2004 year end exchange ratio, HVB annual average exchange ratio

1 Including Yapi (50% of total assets), Hebros Bank, Eksimbanka, IMB. Banca Ion Tiriac excluded. Excluding representative offices

2 Source: 2004 Annual Reports, except from Hebros Bank at year end 2003 3 Only 50% of assets as proportionally consolidated4 Excluding Yapi, which in 2004 had a negative pre-tax income5 Pre-tax income weighted according to shareholding in CEE operations

16




■ Offer Timetable

■ Closing Remarks

AGENDA


17

HVBUniCredit

■ Retail Banking

Strong commercial effectiveness

Product innovation capabilities, leveraging on product factories

■ Private Banking & Asset Management

Pioneer, a global player with rigorous investment discipline and quality performance

■ Investment Banking/UBM

Undisputed Italian leader in risk management solutions for SMEs

■ Global Banking Services

Cost management and process redesign skills

BUSINESS FIT ALLOWING FOR SHARING OF BEST PRACTICE

UniCredit + HVB

■ CEE

Strong local knowledge of individual CEE countries

Proven delivery of growth and profitability

Integration track-record from successful combination of various banks in different CEE countries

■ Multinationals & IB

Pan-European coverage with clear customer and product focus

Specialist for structured capital markets oriented financing and risk management solutions

Leading European credit arranger and distributor

■ German Corporates

Outstanding market position in mid-cap finance

Strong focus on commission based business

Product breadth and innovation

18

Detailed BCA, setting the guidelines

Strong empowerment of CEO

Clear management structure

Maintaining the main existing local legal entities (e.g. HypoVereinsbank and Bank Austria Creditanstalt)

Fine tune to the characteristics of each market

Leverage on already highly recognised brands

Strong control on costs

Centralised IT governance

Increased knowledge of customer needs

Tailored service models

Full management focus and accountability

GLOBAL BANKING SERVICES DIVISION

AS GROUP EXECUTION MACHINE

MULTI-LOCAL APPROACH

CLEAR GOVERNANCE

GR

OU

P P

ILL

AR

SA CUSTOMER CENTRIC GROUP BASED ON WELL DEFINED PILLARS

Key role of the Integration Officers to ensure delivery of synergies

Full accountability of Integration Officers, members of Management Committee

INTEGRATION OFFICERS

DIVISIONALISATIONBY CLIENT SEGMENT

19

Holding

Italy

CEERetailCorporates

and SMEs

Multinat.1,2 & InvestmentBanking2

Private Banking &

AM

Global Banking Services2

existing legal entity

Germany

Austria

EFFECTIVE DIVISIONAL BUSINESS MODEL BASED ON CUSTOMER SEGMENTSR

eg

ion

al

En

titi

es

Divisions

1 Includes Large Corporate

Headquarters Milan Munich Milan Munich Milan Vienna

Product factories will belong to one division

2 Activities currently performed by different legal entities of UniCredit Group

20

c

TARGET STRUCTURE WITH MAIN SUBSIDIARIES (ITALY, GERMANY, AUSTRIA AND CEE) DIRECTLY HELD BY UNICREDIT

UniCredit

Pekao +BPH

Other UniCredit CEE + HVB CEE

HVB UniCreditItaly

Bank Austria

PekaoOther

UniCreditCEE

HVBUniCredit

Italy

Other HVBCEE

BPH

78%

71%

Intermediate Structure Target Structure

It is being considered the possibility to create a CEE Holding

BankAustria

CEEHolding

UniCredit

21

A UNIFIED MANAGEMENT TEAM WITH CLEAR ACCOUNTABILITY

New BoD appointed for term of 3 years

Increased from 20 to 24 Board Members (of which 1/3, including Chairman, HVB proposals)

CEO, Alessandro Profumo, in charge of management of combined group

Dieter Rampl proposed as Chairman

Appointed by the UniCredit BoD with initial members proposed by UniCredit and HVB respectively

Formed by 11 members

CEO: Alessandro Profumo

Head of Retail Division: Roberto Nicastro

Head of Private Banking and Asset Management Division: Dario Frigerio

Head of Corporate/SMEs Division: joint proposal of the CEO and the future Chairman

Head of Multinationals/Investment Banking Division: Dr. Stefan Jentzsch

Head of CEE Division: Dr. Erich Hampel

Head of Global Banking Services Division: Paolo Fiorentino

CFO: Ranieri de Marchis

CRO: Dr. Michael Kemmer

Integration Officer: Andrea Moneta

Deputy – Integration Officer: to be proposed by the future Chairman

MANAGEMENTCOMMITTEE

UNICREDITBOARD OF DIRECTORS (“BoD”)

22

€1 BILLION EXPECTED GROSS SYNERGIES

91%

72%

85%

89%

9%

11%

15%

28%

2005 2006 2007 2008

Cost Revenue

30

385

770

985

Expected Gross and Net Synergies (€m) Breakdown of Cost Synergies by Source (€m)

Net Synergies (€m)1 25 295 580 745

1 Net synergies calculated applying a tax rate incorporating fiscal benefits arising from HVB existing tax shield. Not including tax benefit on restructuring charges

Revenue synergies: 0.5% of combined 2004 revenues

Cost synergies: 7.4% of combined 2004 costs

IT and Transactional Services

310

Workforce Right-sizing

Area Group CEE Germany Austria Italy International

Network

% of Regional Workforce ~7% ~9% ~7% ~7% ~2% ~33%

Corporate and IBK

Retail and Private Banking & AM

420

Restructuring charges:

€1.35bn (c.150% of pre-tax cost synergies)

Fully expensed in ’05 P&L

23

Synergies Breakdown

Cost Synergies/Cost Base1

One-off Costs/Synergies

Source: Company analysts’ presentation and press releases, internal analysis 1 Revenues base and cost base of the smaller entity. HVB considered as smaller entity

15%14%

11%

19% 19%

ABN-BAPV BBVA-BNL SAN-Abbey Dankse-NIB/NB

91%62% 63% 67%

100%

9%38% 37% 33%


Cost synergies Revenue synergies

137%77%

125% 132%

429%

83%151%

429%


One-off costs/Total synergies One-off costs/Cost synergies

n.a.

Revenue Synergies/Revenue Base1

1%

4% 4%

6%

0%


ESTIMATED SYNERGIES MORE CONSERVATIVE THAN THOSE ANNOUNCED IN RECENT CROSS-BORDER TRANSACTIONS

UniCredit - HVB

UniCredit - HVB

UniCredit - HVB

UniCredit - HVB

24

WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES

% Revenue% Cost

Area1 Synergies (2008E) Main Drivers

Total Synergies:

100%

100%

100%

1 The divisional breakdown is preliminary and subject to possible changes

25

35%

Area1 Synergies (2008E) Main Drivers

WELL-IDENTIFIED ACTIONS TO ACHIEVE SYNERGIES

65%

100%

40% 60%

91% 9%

% Revenue% CostTotal Synergies:

1 The divisional breakdown is preliminary and subject to possible changes

26

FURTHER POTENTIAL BENEFITS NOT INCLUDED IN SYNERGY CALCULATION

Improve product mix towards higher value-added products for retail customers

Enhanced competitive strength of Pioneer on institutional mandates

Potential revenue synergies on private banking customers

Significant revenue potential arising from more in-depth knowledge of the combined Group’s corporate and

SMEs client base resulting in improved tailored client solutions (e.g. foreign trading, lending activities,

transactional services)

Brand awareness/value leveraged through 7,000 branches in 19 countries

Prudent estimate of restructuring charges

27

AMBITIOUS TRANSACTION BUT …… PROVEN MANAGEMENT TRACK RECORD IN INTEGRATION

1999-…: development of a leading presence in CEE

2000: Acquisition of Pioneer

2002: “S3 Project”

Creation of a single bank out of 7 and spin-off into 3 segment-

focused banks in just one year

Leverage on a single IT platform, centralised back-office and

product factories

Integration of investment and research processes into 3

strategic hubs: Milan, Dublin, Boston

Know-how transfer through projects and people

Specialised service models by customer segment

Pekao: net income from €37m in ’99 to €335m in ’04

EPS(€)2001 2004

0.28 0.34

Total AUM (€bn)2000 May 2005

~113 >140

RoE1999 2004

4.2% 19.9%

+21%

28




■ Offer Timetable

■ Closing Remarks

AGENDA


29

MAIN FINANCIAL TARGETS

Revenues (€bn) 19.7 20.9 24.1 7% 7%

Operating Income (€bn) 7.6 8.3 11.8 16% 19%

Cost/Income 61% 60% 51%

Note: Assuming (i) 100% acceptance of 100% share-for-share offers for HVB, Bank Austria and BPH, excluding share owned by HVB in Bank Austria and Bank Austria in BPH respectively; (ii) €985m/€745m of pre-tax/post-tax target synergies (full achievement in 2008), €1,350m pre-tax restructuring charges fully expensed to P&L in 2005. UniCredit data pro-forma for the acquisition of Yapi

2004 Pro-Forma

2005E 2007ECAGR

’04-’07ECAGR

’05-’07E

Cash EPS neutral in 2006 for UniCredit shareholders, positive from 2007 onwards.Significantly accretive for HVB shareholders at the outset

2005E 2007ECAGR

’05-’07E

Core Tier I Ratio (Pre-Capital Measures) 5.3% 6.4% n.m.

RoE1 13%2 18% n.m.

Cash EPS (€) 0.352 0.56 26%

1 Calculated as net income of the period/(shareholders’ equity – net income of the period). Shareholders’ equity before dividend distribution

2 Pre-restructuring costs

30

STRONG CASH GENERATION SUPPORTING CORE TIER I BUILD-UP

Note: Assuming (i) 100% acceptance of 100% share-for-share offers for HVB, Bank Austria and BPH, excluding share owned by HVB in Bank Austria and Bank Austria in BPH respectively; (ii) €985m/€745m of pre-tax/post-tax target synergies (full achievement in 2008), €1,350m pre-tax restructuring charges fully expensed to P&L in 2005 and (iii) assuming HVB’s hybrid capital instruments fully recognised as Tier I. UniCredit data pro-forma for the acquisition of Yapi

Multiple Actions Available to Generate Capital

Commitment in the BCA to a short term

target Core Tier I of 6.0% and a long term

one of 6.8%

Strong organic capital generation: >50 bps

per year from 2006

Capital improvement of c. 20 bps to be

achieved through a combination of:

Issuance of non-dilutive capital

instruments

Disposal of non-strategic assets

Securitisations

Capital Ratios Evolution1

Tier I Ratio1 6.2% 7.5%7.0%

Core Tier I Ratio

5.8% 6.4%

1 Including additional measures already planned

RWA (€bn) 433 459440

20bps

20bps

31





■ Closing Remarks

AGENDA

■ Offer Timetable

32

OFFER TIMETABLE

UniCredit Extraordinary Shareholders’ Meeting to approve capital increase (First Call)27 July

Publication of offer documents for HVB, Bank Austria and BPH offers (subject to regulatory approvals)End of August

Closing of offer Period in Germany, Austria and Poland (subject to regulatory approvals)Beginning of

October

Roadshow14 June/1 July

12 June Announcement of the offers for HVB, Bank Austria and BPH

33





■ Offer Timetable

AGENDA

■ Closing Remarks

34

A SHARED VISION SUPPORTED BY SOLID PILLARS

New force in European banking with focus on the wealthiest and fastest growing areas

Leading presence in three neighbouring home markets (Germany, Austria and Italy) also leveraging on their

significant commercial relationships with CEE

Undisputed leader in CEE (more than 2x the second player) with extensive presence throughout the region

Significant diversification both by business and geography

Strong value creation mostly related to cost synergies, with upside on the revenue side

Limited execution risk due to friendly nature of the transaction, strong empowerment of CEO with clear

accountability of top-management and UniCredit proven track-record in managing integration

35

INVESTORS AND ANALYSTS: KEY CONTACTS

UniCredit HVB

Antonella Massari Head of Investor Relations

Office: +39-02-8862 8715 e-mail: [email protected]

Giovanni Gasparini


Cristina Massa


Manuela Müller


Giuseppe Zammarchi


Christian Becker-Hussong Head of Investor

Relations

Office: +49-89-378-28235 e-mail: [email protected]

Regine Angermeyer-Naumann


Jens Brueckner


Susan Eckenberg


Natascha Ropeter


Richard Speich Office: +49-89-378-31063 e-mail: [email protected]

Creating the First Truly European BankQ & A

Milan, 13 June 2005

creating the first truly european bank

Documents

offer of securities

securities of unicredit

united states

us securities act

securities act qibs

securities laws regulations

us federal securities

forwardlooking statements