London, March 13 th 2002 2001 Group Results Alessandro Profumo - CEO UniCredito Italiano.

London, March 13th 2002

2001 Group Results

Alessandro Profumo - CEO

UniCredito Italiano

2

2001 Group Highlights

Divisional Reporting

Italian Commercial Banking

Wholesale Banking

Investment Banking

Asset Management

New Europe Banking

Conclusions

Agenda

3

2000 2001

ROE(1)

20.8%(4)

COST/INCOME RATIO52.7%

51.0%

2000 2001

47.8%47.7%Structural Cost/Income

18.0%

+3.5%

2000 2001

9,318

NET INCOME

4,726

9,989

4,566

+7.2%

20002001

1,3951,454

2000 2001

(Euro mln)

+4.2%1,611(2)

1,695(3)

+5.3%

22.2%(2)

21.0%(3)

(Euro mln)

19.2%(5)

DESPITE A DETERIORATED MARKET ENVIRONMENT UCI SHOWS GOOD REVENUE AND INCOME GROWTH

TOTAL REVENUES

OPERATING INCOME

(1) Calculated on end of period net equity(2) Adding back goodwill amortisation related to the Group and 98-’99 provisions related to Ciampi Law(3) Adding back goodwill amortisation related to the Group(4) Adding back ’98-’99 provisions related to Ciampi Law(5) Calculated on Group net income of Euro 1395 mln

(Euro mln)

4

TOTAL REVENUES BREAKDOWN

REVENUES INCREASED 7.2% y/y THANKS TO A DIVERSIFIED MIX OF REVENUES ...

2000

4,747

3,339

638594

9,318

2001

5,049

3,291

933716

9,989

Net commissions

Net interest income

Trading profitsOther income

+6.4%

-1.4%

+20.5%

+46.2%

+7.2%

Positive contribution from the domestic network: +8.5% y/y due to increased volumes both in customer deposits(+3% y/y) and loans (+7% y/y) with improved average spread from 4.8% to 5.09% in 2001In New Europe net interest income up 16% y/y mainly due to increased volumes in customer deposits (+16.1% y/y) and loans (+16.4% y/y)At Group level net interest income is partially reduced by debt impact and cost of equity investments financing

Net non interest income up 8.1% on 2000 due to positive trend in other income and trading profits that more than compensates the decline in net commissions

(Euro mln)

5

Italian Banking- OtherItalian Banking-

Wealth Management*New Europe

UBM + TL Pioneer

REVENUE COMPOSITION BY BUSINESS AREA (Net of Corporate Centre negative contribution)

… AND A WELL BALANCED BUSINESS PORTFOLIO

59.8%

13.7%

2.7%4.8%

19.0%

60.2%

14.6%

4.7%

5.8%

14.6%

78.8% 74.8%

2000 2001

6

NEGATIVE IMPACT OF FINANCIAL MARKETS ON TOTAL COMMISSIONS PARTIALLY COUNTERBALANCED BY DISTRIBUTION OF VALUE ADDED PRODUCTS

NET COMMISSIONS2000* 2001 % ch.

(Euro mln)

Excellent impact of capital guaranteed products on commissions from segregated accounts and insurance products

* consistent with new Bank of Italy criteria for breakdown of commissions

Commissions from securities in custody suffered the lower turnover of customers’ portfolios

Positive contribution from other services (mainly commissions from loans granted and from payment services)

Asset management commissions stable despite negative market environmentAsset management 1,8031,789 +0.8

Mutual funds 1,3241,447 -8.5

Securities in custody 334422 -20.8

Other services, of which: 1.1541,128 +2.3

Insurance products 226156 +44.9

Total 3,2913,339 -1.4

Loans granted & received 456 497 +9.0

Cash management services 250 263 +5.2

Segregated accounts 253186 +36.0

7

PROFIT FROM FINANCIAL TRANSACTIONS HAD A BRILLIANT PERFORMANCE (+46.2% ON 2000) THANKS TO THE CONTRIBUTION OF ALL DIVISIONS

INCOME FROM FINANCIAL TRANSACTIONS(Euro mln)

UBM (excl. TL)

TradingLab

Italian banks

+46.6%

+59.1%New Europe banks

+105.5%

* Balance due to Other Group companies

+46.2%

Cautious risk management: average daily VaR of only Euro 3.7 mln for UBM and Euro 2.9 mln for TL during 2001

Increasing impact of CorporateLab, accounting for around 370 Euro mln (220 Euro mln inside UBM and 150 Euro mln inside the Italian Banking division). Corporate derivatives volumes up 125% on 2000 to 19.1 Euro bln

2001

208

312

337

202

933*

8

TOTAL OPERATING COSTS(Euro mln)

Staff Costs

Other costs

% y/y Ch.

+9.8%

+15.4%Depreciation

+11.4%

+10.8%

Staff costs (excl. Pioneer):

+2.6% development of Wholesale Banking (IB and Asset Management)

+0.4% Zloty appreciation

+3.2% investments in sales effectiveness, incentivisation program

2001

3,045

1,813

405

5,263

% ch. Excl. Pioneer

+7.2%

+12.9%

+7.6%

+6.2%

OPERATING COSTS UP 10.8%, SUPPORTING UCI’s REVENUE GENERATION AND FUTURE GROWTH

Other costs:

+7.6% related to the Group’s restructuring and development (IT, branches, Pioneer advertising campaign)

Staff from 65,124 (2000) to 63,576 (-2.4% y/y)

9

Acquisitions:Lower weight (from 4.3% in 1H01) due to closing of C/I gap between acquisitions and internal best practice (know-how transfer, improvement of efficiency)

New Initiatives: Development of new business

models dedicated to specific customer segments

47.8%

3.4%

1.0%

0.5%Develop. projects

Acquisitions

New Initiatives

EXCELLENT STRUCTURAL C/I CONFIRMED

Italian Banks: Reorganisational process of

commercial network under way (full segmentation, improvement branch layout)

Structural C/I ratio

2001 C/I 52.7%

2001 C/I lower than the budgeted

55.3%.2001

investment savings don’t affect future

growth targets

10

DIVISIONAL CONTRIBUTION TO GROUP NET INCOME

58(1)227(1) -61

+35.1%N.m.

N.m.

1,669(1)

1,454+16.6%

2,109

Italian banking(2)

Wholesale banking

New Europe

banking(5)

New Initiatives(6)

Corp. Centre & elisions(7)

Group total

Total pre-Corp. Centre

-655(1)

GOODWILL AND HOLDING CHARGES:

- 242 goodwill depr.- 460 holding loss (net of

dividends), of which 275 due to financial costs

(Euro mln)

+4.2%

N.m.216(1)

+38.5%+14.6%

Inv. banking(3)

Pioneer Group(4)

(1) Net of infragroup dividends. Goodwill depreciation is fully charged to Corp. Centre(2) Credito Italiano, Rolo Banca 1473, Cariverona, CRT, Cassamarca, Caritro, CRTrieste, Banca

dell’Umbria, CRCarpi, Mediovenezie, BMC, Adalya Banca Imm. Spa, Banque Monegasque, Unicredit Suisse, BAC Marino, CRTS Zagabria, RoloPioneer Lux, Rolo Pioneer Sgr, Gesticredit, Gestiveneto, Fondinvest, Pioneer inv. Management SA, S+R Investimenti, Fida Sim, FRT Sim, Fid. Cordusio, CRV Ireland, CRTS Ireland, Uniriscossioni, Quercia Funding, Unicredit Servizi informativi, Unicredit Prod. Acc., Trivimm, Quercia Software

(3) UBM, TradingLab, Euro Capital Structures

(4) Group Pioneer Global Asset Management Spa, Unicredit Capital Italia Spa

(5) Group Pekao, Bulbank, Pol’nobanka, Splitska Banka(6) Xelion, Clarima(7) Parent Company, other financial companies and elisions

11

42

1.272

442

7517Italian banking

Wholesale banking

New Europe banking

New Initiatives

CAPITAL ABSORPTION

1.469

-73

226

90

VALUE CREATION

7.076Group total 706

Adj NET INCOME

2.139(3)

-65

374(3)

222(3)

1.558

RARORAC

%

19,5

N.s.

17,7

20,4

9,97

(*) Estimate(1) Minimum regulatory capital, market risks, credit risks and operational risks (2) The Cost of Equity is related to the capital employed (Net equity for the Group and allocated capital for the business units)(3) Includes minorities and elisions

MARGINAL RARORAC

%

19,8

N.s.

23,2

60,1

13,9

(Euro mln)

Tier 1 from 6.85% (Dec 00) to 7,17%(*)

(Dec 01)

WE ARE ABLE AND COMMITTED TO CREATE EXTRA VALUE FOR OUR SHAREHOLDERS, OPTIMISING CAPITAL ALLOCATION

Net Income + goodwill

depreciation(a)

Risk taken(1)

(b)

Shareholder’s value added

(c) =(a)-COE(2)

Value added per unit of risk taken

(c)/(b)

12

2001 Group Highlights

Divisional Reporting

Italian Commercial Banking

Wholesale Banking

Investment Banking

Asset Management

New Europe Banking

Conclusions

Agenda

13

ITALIAN BANKING DIVISION: KEY HIGHLIGHTS

SIGNIFICANT INVESTMENTS ON BANKS’ SERVICE MODELS FOR FUTURE GROWTH

GOOD RESULTS DESPITE A DIFFICULT MARKET SCENARIO

SOUND COST CONTROL STABILISING COST-INCOME DESPITE INVESTMENTS

Started roll-out of new service models for affluent, mass market and small business customers, preparing all banks for S3 project

Ability to promptly react to difficult market conditions, with significant growth in mutual funds, bancassurance and capital guaranteed products, more than compensating decrease in AuM due to financial markets turmoil

Cost Income ratio at 47.5% (46.9% in 2000), 46.6% (46.5% in 2000) without project investments

ASSET QUALITY AT EXCELLENT LEVEL

Improved NPL/Gross loans ratio as a result of selective loan growth and careful risk management policies

14

2000 % ch.2001

Cost/Income ratio(1) 46.9% 47.5%

Interest margin 3,702 +8.54,017

Net non interest income 3,641 -5.23,801

Total revenues 7,343 +6.57,818

Administr. costs (incl. depr.) 3,502 +10.33,862

Operating income 3,841 +3.03,956

Net loan loss provisions -568 -17.4-469

Net extraordinary income 33 +103.067

Net income +15.71,730 2,002

Other net provisions -211 -24.2-160

(Euro mln)

Tax expenses -1,365 +2.0-1,392

Net income for the Group +16.61,431 1,669

GOOD RESULTS IN A DIFFICULT MARKET ENVIRONMENT, WITH IMPROVEMENT OF KEY PERFORMANCE INDICATORS

(1) After deduction of costs and revenues arising from USI/UPA services (around Euro 280 mln in 2001, Euro mln 111 in 2000), which are included in other net operating income for USI/UPA and in administrative costs for the other companies of the division. At Group level these costs/revenues are elided

“Ordinary” C/I

Impact on C/I of project investments

Impact on C/Iof Cost Excellence project

46.6%

+1.1%

-0.2%

2001 COST/INCOME COMPOSITION

Revenues per employee from Euro 210.5 th. to Euro 221.4 th., + 5.2%

Net income per employee from Euro 49.6 th. to Euro 56.7 th., + 14.3%

15

GROWTH IN MASS MARKET, SMALL BUSINESS AND CORPORATE SEGMENTS MORE THAN OFFSETS DECLINE IN AFFLUENT AND PRIVATE BANKING DUE TO FINANCIAL MARKETS TURMOIL

Oper. Income

(Euro mln)

Net Income

(Euro mln)

Private banking

-18 -18

Affluent -19 -19

Mass market

+2 +9

Small Business

+20 +48

Corporate +37 +79

Other* -7 +23

% ch. y/y

Total 7 banks

+2 +14

% ch. y/y

C/I ratio, %

26.9

50.0

65.7

49.8

36.3

N.s.

46.9

* Revenues and costs not arising from segment activities (mainly Rolo treasury dept., Rolo foreign subsidiary, free capital of the banks and inter-banking activities)

Corporate: excellent results thanks to selective reduction of less profitable assets, growth in low risk loans and in commissions from high value-added services

Small business: positive impact of Imprendo package on commissions and volumes; growth of lending volumes supported interest margin increase

Mass market: improved cross selling (current account packages), growth of lending volumes and increased spreads

Private & affluent: results penalised by bad performance of financial markets, but excellent sales of high value-added products

322 183

566 309

685 323

473 206

871 381

667 388

3,584 1,790

16

Asset mgmt commissions

Other commissions

Net interest income

Other income

52% 17%

30%

1%

BREAKDOWN OF TOTAL REVENUESEuro 1,573 mln, -10.1% y/y

PRIVATE & AFFLUENT: NEGATIVE IMPACT OF FINANCIAL MARKETS TURMOIL ON AUM AND ASSET MANAGEMENT COMMISSIONS BUT EXCELLENT NET SALES OF HIGH VALUE-ADDED PRODUCTS

ASSET MANAGEMENT COMMISSIONS

2001 sales

New inflows 1,965 13.56

Ch. on 2000

+23 bp

Dec 01 mkt sh.

MUTUAL FUNDS

2001 sales

Premium written +43

Rank in Italy

1st

UNIT LINKED

2001 inflows

New inflows 4,362

O/w unit

linked

1,599

O/w segreg.

accounts

CAPITAL GUARANTEED

3,889

7,460

909 814

-10.4%

UCI Group ranked first in the sales of all high value-added products in Italy, partially compensating the devaluation of stocks

Confirmed leadership in market shares on Unit Linked (98% of the total new production of insurance premiums):

34.5% (+11 pp y/y) in Bancassurance 26.7% (+ 9.7 pp y/y) on total market

% Ch. on 00

(Euro mln)

PRIVATE & AFFLUENT

2000 2001

17

MASS MARKET: GOOD RESULTS THANKS TO INCREASE IN LENDING VOLUMES AND SPREADS, WITH IMPROVED CROSS SELLING

2000

1,924 1,999

TOTAL REVENUES

+3.9%

INTEREST INCOME

NON INTEREST INCOME

974

950

1,044

955

+0.5%

+7.2%

(Euro mln) The good increase in lending volumes more than offset the decrease of deposits

M/l term loans: + 16% Sight deposits: +2.4%

Improved spreads both on loans and deposits:

Loans: + 3 bp Deposits: + 12 bp

Increase in Assets & Deposits per customer (+6.9%, from 14.3 th Euro to 15.3 th Euro) as a consequence of improved cross selling

Good results from package accounts:

1.5 mln customers, 19% growth on Dec 00 (compared with 2% growth of the number of traditional current accounts)

penetration from 34% (Dec 00) to 40% (Dec 01)

2001

2000 2001

2000 2001

18

SMALL BUSINESS: GOOD LENDING PERFORMANCE AND POSITIVE EFFECT FROM IMPRENDO NEW CUSTOMERS

848 943

635574

308274

11,43412,048

3.94 4.24

TOTAL REVENUES

INTEREST INCOME

NON INTEREST INCOME

LENDING VOLUMES

SPREAD ON LOANS, %

+ 11.2%

+10.6%

+12.5%

(Euro mln)

Imprendo customers as of Dec 01: 125,000 (+ 36% on Dec 00),

representing 23% of total small business customers

35,000 new customers (19,000 in 2001 only)

Positive effect on revenues per customer from Euro 1.5 th to 1.7 th, +13.3% y/y)

+ 5.4%

+ 30 bp

2000 2001

2000 2001

2000 2001

2000 2001

2000 2001

19

CORPORATE: EXCELLENT RESULTS DUE TO IMPROVED CUSTOMERS PORTFOLIO AND GROWING COMMISSIONS FROM HIGH VALUE-ADDED SERVICES

BREAKDOWN OF COMMISSIONS % ch.

on 00% weight on total2001

Forex & derivativesForeign services

Payment servicesPortfolio management

Other

Total

187 +59 38

95 +28 20

68 +21 14

39 +5 8

99 +1 20

488 +27 100

32.0 -1.96.0 36.1

Avg. Loans

00

Selective reduction

Avg. Loans

01

New Loans

(Euro bn)

Increase lending profitability: growing loans (+12.8% y/y), even

after a selective reduction of less profitable assets

better spread, +23 bp y/y(Euro mln)

Good performance of all commissions, not only from Forex & Derivatives

5.6%

0.5%

+5.1 pp

2000 2001

RARORAC

PROFITABILITY INCREASE

20

SELECTIVE GROWTH TO MAINTAIN ASSET QUALITY AT EXCELLENCE LEVEL ALSO FOR THE FUTURE

DEFAULT LIKELIHOOD(1)

LOW(1)

MEDIUM(1)

HIGH(1)

Total portfolio

(1) See Annex for definition

WEIGHT ON LOAN

PORTFOLIO (DEC 2001)

% GROWTH (DEC O1/00)

51.1%

38.1%

10.8%

+12.4

+2.1

-10.0

100.0% +5.5

2000

2.9% 2.6%

4.0% 3.3%

0.73% 0.68%

Gross NPL/Gross Loans

Gross NPL/Gross Loans T-2

New NPL/Gross Loans T-2

1.05% 0.99%New Watchlist

/Gross Loans T-1

20017 MAJOR ITALIAN BANKS

48.2% 48.1%Coverage ratio on total gross NPL

Good improvement of asset quality indicators of the 7 major Italian Banks (includes a securitisation of Euro 660 mln of NPL carried out by Cariverona and Mediovenezie in 2001)

The flows of NPL and Watchlist Loans on Gross Loans show a good improvement

Stable coverage ratios

GOOD ASSET QUALITY:

21

S3 PROJECT IS WELL ON TRACK AND REINFORCES OUR CONFIDENCE TOWARDS THE RESPECT OF THE PLANNED TIMETABLE

MAIN EVENTS OCCURRED AFTER THE APPROVAL OF S3 PROJECT (DECEMBER, 14TH 2001)

Creation of 13 task forces responsible of the reorganisation plan, with direct involvement of the Holding company Top Management

Top Management’s Roadshow in the main Italian towns to meet more than 8,000 members of the middle management to share the rationale and targets of Project S3

The task forces organised into working groups focused on the operational aspects of the reorganisation, 40 of which are currently working towards Jan 1st deadline (spin-off of the 3 new segment banks)

22

2001 Group Highlights

Divisional Reporting

Italian Commercial Banking

Wholesale Banking

Investment Banking

Asset Management

New Europe Banking

Conclusions

Agenda

23

2001 REPRESENTED A TEST OF REVENUE STABILITY AND PREDICTABILITY FOR UCI’S INVESTMENT BANKING

NON CYCLICAL BEHAVIOR OF P&L

UBM & TRADINGLAB: TOWARDS A MODEL OF STABLE GROWTH IN INVESTMENT BANKING

HIGH VOLUMES WITH LIMITED RISKS: LOW AND STABLE DAILY VAR, RESILIENCE TO MARKET STRESS

LIGHT AND FLEXIBLE PROFESSIONAL STRUCTURE

LIMITED IMPACT OF BAD MARKET CONDITIONS: NON-CORRELATION BETWEEN REVENUE SOURCES (CORPORATE DERIVATIVES VS RETAIL DERIVATIVES AND CORPORATE FINANCE)

STABILITY OF DAILY REVENUES

35.4% C/I (including variable compensation)

24

BRILLIANT INCREASE IN NET INCOME ...

Net Income

Total Revenues

Euro mln

C/I ratio (%)

Net operating income 394.1

610.3

35.4

218.3

2001

444.0

155.8

37.3

278.6

2000 % Ch.

+37.4

+40.2

-1.9 pp

+41.5

Key figures

C/I Ratio at excellent level (35.4%, -1.9 pp vs. 2000), despite significant IT investments and increased headcount (566, +181 vs. 2000)

ROE higher than 55%

Average daily net revenues from trading up 35% vs 2000 (Euro 2.04 mln vs Euro 1.51 mln), despite difficult market conditions; their “recurring nature” confirmed by 2002 trend

25

Wider product range (“Range”, “Pick Up”, “Strategy”, “Super Stock” and “Dynamo”); issuance (Euro 4.5 bn) and market making of Derivatives Linked Notes

50% market share in CW in Italy as at Dec. 2001, despite increased competition

... MAINLY DUE TO A STRONG REVENUE INCREASE IN COUNTERCYCLICALDERIVATIVES FOR CORPORATE AND INSTITUTIONAL CUSTOMERS

Derivatives (1)

Capital Markets & Corporate Finance

Euro mln

Fixed Income (1)

Equities (1)

(1) Sales & Trading

Corporate Banking 19.4

Corporate

Institutional

220.6

75.1

Total Revenue Composition

32.0

30.2

25.3

295.7

2001

38.5

127.1

40.6

40.9

-

93.7

33.4

2000 % Ch.

-16.9

-25.4

-29.0(2)

402.6TOTAL 247.1 +62.9

n.s.

+135.4

+124.2

+132.6

198.7196.9 +0.9

610.3TOTAL INVESTMENT BANKING (3) 444.0 +37.4

(2) Calculated on a comparable basis

UBM KEY HIGHLIGHTS

DERIVATIVES CORPORATE: More than 25,000 deals with

customers (nominal value of risk covered higher than 120 bn Euro)

INSTITUTIONAL: Engineering (in jv with Pioneer) of Capital Guaranteed Products

Euro 19.4 mln from Syndication Financing (start-up in 2001)

Ranking 1st in the Italian Gov. Bonds primary market with 8.4% market share

Ranking 1st Italian issuer in Corporate Bond League Table

CORPORATE BANKING

FIXED INCOME

TRADINGLAB KEY HIGHLIGHTS

(3) Balance due to Euro Capital Structures, operating as Agent in the securitisation business

26

2001 Average daily VAR(1) 4.3% down vs 2000 (Euro 4.4 mln vs Euro 4.6 mln)

11 Trading days with negative P&L before September 11th; 16 after September 11th; no negative daily P&Ls in 2002 up to end of February

No negative outliner

-8.0

-6.0

-4.0

-2.0

0.0

2.0

4.0

6.0

8.0

RESILIENCE TO MARKET STRESS PROVED BY STABILITY OFPOSITIVE DAILY P&Ls FROM TRADING ACTIVITIES

Daily VAR(1) and P&L UBM+TL (Jan. 2001 - Feb. 2002)

Euro mln

Daily V

AR

an

d P

&L U

BM

+TL

Daily P&L VaR

(1) Figure relates to UBM and TL combined; calculation made with a 98-99% asymmetric double tail confidence interval

27

2001 Group Highlights

Divisional Reporting

Italian Commercial Banking

Wholesale Banking

Investment Banking

Asset Management

New Europe Banking

Conclusions

Agenda

28

Best performance in Pioneer US’ history for gross and net sales in 2001, despite bad market conditions

SUCCESSFUL TURNAROUND OF INFLOWS IN USA IN THE FIRST YEAR AFTER ACQUISITION ...

1,0191,361

2,166 2,287

3,430 3,2832,751

3,838

1,000

2,000

3,000

4,000

5,000

1994 1995 1996 1997 1998 1999 2000 2001

PIONEER US - Gross Domestic Sales

0

USD mln

563 6291,000

506

1,189

-251

-1,740

1,231

-2,000

-1,000

0

1,000

2,000

1994 1995 1996 1997 1998 1999 2000 2001

PIONEER US - Net Domestic SalesUSD mln

Euro 673 mln net sales in the first two months of 2002

Euro 21.7 bn AuM as at end 2001; Euro 22.4 bn as at 28.2.2002

Increased market shares in USA: 1.32% (+5 bp) on total AuM(1); 1.98 (+14 bp) on Equity AuM(2)

(2) Year-end figures(1) Non Proprietary Long Term Assets

29

Leadership in the institutional segment thanks to a strong contribution from life insurance and pension products marketed to institutional customers (Insurance +13.1%; pension funds +39.0% vs 2000)

Increased market shares(2) in Italy (from 13.33% in Dec00 to 13.56% in Dec01) and Poland (from 19.7% to 24%)

Excellent turnaround of inflows in the “International” business area: +596 Euro mln in 2001, +561 in 2002 first two months vs -414 Euro mln in 2000

... AND GOOD RESULTS IN ALL THECOUNTRIES WHERE PIONEER OPERATES THROUGH THIRD PARTY DISTRIBUTORS

TOTAL

New Europe

International

(Euro mln)

2,683

1,044

Italy

+596

+408

+561

+37

3,370

1,071

2001Net

sales

Institutional (2)5,733 5,843

10,2839,460

+1,048

+2,052 +775

+177

Dec ‘01 AUM

2002 Net

sales(1)

28.2.’02 AUM (1)

(1) January and February 2002 - Management accounts

Pioneer TOTAL AuM as at 31.12.2001: Euro 111.0 bn

Pioneer TOTAL AuM as at 28.2.2001: Euro 111.6 bn

(2) Market shares in mutual funds including institutional and retail customers

Pioneer TOTAL net sales in 2001: Euro 3.0 bn

30

Total Revenues

2001

Operating costs

Gross operating income

Net Profit (3)

483.9

378.4

105.6

58.2

(Euro mln)

+3.9% Vs. 2000 pro-forma(1) thanks to successful turnaround of inflows and focus on high margin products (i.e. Capital Guaranteed)

Costs impacted by non recurring restructuring charges, interest expenses(2) and advertising campaigns to relaunch Pioneer brand

Gross operating income affected by impact of turnaround costs

Net Profit also affected by increased reserves and very conservative approach to tax provisions

(1) Pro-forma based on UCI estimates (not accounting figures) including Pioneer USA results (for the whole 2000) in 2000 Pioneer Group’s income statement

PIONEER HAD A GOOD INCREASE IN REVENUES (ON A PRO-FORMA BASIS);C/I RATIO AFFECTED BY THE COSTS OF TURNAROUND

Trend Vs. 2000

Percentage changes over 2000 reported figures are not meaningful because of differences in consolidation perimeter

(3) Contribution to UCI Group’s Net Profit(2) Interest expenses related to financing of goodwill

31

2001 Group Highlights

Divisional Reporting

Italian Commercial Banking

Wholesale Banking

Investment Banking

Asset Management

New Europe Banking

Conclusions

Agenda

32

BRILLIANT ECONOMIC RESULTS …

+43% OPERATING INCOME GROWTH (+31% at fixed FX), THANKS TO:

Revenue generation (+21% y/y, +11% at fixed FX) and diversification (Net non Interest Income/Total Revenues 39%,+2.5 p.p. y/y)

Strict cost control (C/I Ratio down by 8 p.p. to 48.9%)

NEW EUROPE BANKING: KEY HIGHLIGHTS

… IN A LESS FAVOURABLE THAN EXPECTED 2001 ENVIRONMENT (TO IMPROVE IN 2002)

Economic slowdown in Poland (1,1% real GDP growth in 2001 vs 4.0% in 2000) while growth in other countries remained strong

Strong reduction of Polish interest rates (-750 bp in 12 months)

STRONG PERFORMANCE OF THE DIVISION ALSO PROVEN BY:

Outperformance of Bank PEKAO vs. major competitors

Increased contribution of other banks

MORE AND MORE AN IMPORTANT GROWTH FACTOR FOR UCI Macroeconomic environment sustains accelerated growth Further restructuring opportunities available New acquisition in the pipeline to fuel further growth

CAPITAL GAIN ON SPLITSKA (over Euro 34 mln gross of tax effect with 60% gross return on 1.5 years) PROVIDES TANGIBLE EVIDENCE OF NE STRATEGY

33

Net Interest Income

2000 2001

552

787

1,275

1,541

56.7%

48.9%

Operating Income

Total Revenues

Cost/Income

2000 2001

2000 2001

812943

464599

Non NetInterestIncome

2000 2001

2000 2001

+43%

+21%+16%

-7.8 pp

(Euro mln)

OPERATING INCOME UP 43% Y/Y AND NET INCOME GROWTH AT +53% Y/Y (+31% AND +42% AT END 2000 FX RESPECTIVELY)

+31%

+11% +6%

+29%

+18%

-2.400 HEADCOUNT VS 2000: Implementation of outsourcing opportunities Incentivised exits, management of turnovers

STRICT COST CONTROL Tight procurement, centralised purchasing Real estate restructuring Full scope contract renegotiation

At end 2001 FX

At end of period FX(1)

* Calculated on end of period data

VOLUMES GROWTH: Gross Customer Loans:

+17,3% yoy* Customer Deposits:

+16,6% yoy* COMMERCIAL ACTIONS:

Active and rapid Repricing Increased sales

productivity

NEW VALUE ADDED PRODUCTS INTRODUCED

Structured CD Asset Management

products Credit Cards and Payment

Services

(1) Exchange ratio of 31 dec 01 for 2001, exchange ratio of 31 dec 00 for 2000

34

NEW EUROPE BANKING NET INCOME – UCI’s PORTION: EURO 227.3 mln (+35% y/y)

SPLITSKA 5% (Euro 10.9 mln)

BULBANK 14%(Euro 30.9 mln)

INCREASED CONTRIBUTION TO DIVISION’S NET INCOME FROM BULBANK, SPLITSKA AND POL’NOBANKA THANKS TO RESTRUCTURING

(1) At Unchanged FX(2) For 2000 Bulbank Net Profit net of € 79 mln (pre tax) extraordinary income from UBB disposal

GROUP PEKAO 80% (Euro 183.3 mln)

POL’NOBANKA 1% (Euro 2.2 mln)

Total Division

Net Income – % y/y growth (1)

ROE, %

Splitska Pol’no Banka

Group Pekao

Bulbank

n.s.

9.0

+175

23.8

+80 (2)

14.722.2

+53

C/I Ratio, % 68.248.045.948.7

C/I Ratio – p.p. Ch. on 2000 -13.7-6.9-5.2-7.9

+81 (2)

21.1

48.9

-7.8

ROE – p.p. Ch. on 2000 n.s.+13.5+6.6 (2) +2.6 +5.5 (2)

RARORAC, % 1.817.929.723.5 17.7

35

BANK PEKAO OUTPERFORMS ALL MAJOR COMPETITORS THANKS TO ADEQUATE REPRICING AND TIGHT COST CONTROL

y/y % growth (1)

Pekao

65Net Income

-29

Best perf. Pekao

Banking System (3)

Pekao

20

46

Net Commissions

17

Best perf.BH

BankingSystem (3)

(1) Calculated on data based on Polish accounting standards at unchanged FX; all data are unconsolidated (2) Salaries, statutory employment costs, Non-personnel costs, Taxes and charges, Contribution and payment to Bank, Other costs(3) Considered Kredyt Bank, BSK, LG Petro Bank, BZWBK, BRE, BH, BPH + PBK, BOS, BIG BG, Fortis Bank (not included Pekao)

Pekao

7 7

Net Interest Income

-6Best perf.

Pekao

BankingSystem (3)

Pekao

-4 -4

Overheads costs (2)

18

Best perf.Pekao

BankingSystem (3)

65

36

OVERALL ASSET QUALITY OF THE DIVISION PRESERVED DESPITE ECONOMIC SLOWDOWN IN POLAND THANKS TO PEKAO’S SELECTIVE LENDING POLICY AND EFFECTIVE RECOVERY ACTIONS

% Ch.

(Fixed FX)2000

(1) Total loan loss provisions /Total gross loans(2) Total specific provisions for doubtful loans/ Total gross doubtful loans(3) Internal estimate based on Pekao’s current portfolio situation(4) Due to restrictive Polish regulation based on financial ratios and risky sectors

2001(Euro mln)

WE ARE PROMPTLY REACTING THROUGH:

Conservative lending policy Implementation of new lending rules and procedures and active monitoring Effective recovery actions

KEY HIGHLIGHTS

Coverage ratios

-on Total gross Loans (%) (1)

-on Total gross doubtful loans (%) (2)

+0.7

-3.3

9.7

59.4

10.4

56.1

Good coverage ratios, although negatively impacted by write-offs

Volumes

Total gross loans 9,845 +7.411,552

Gross NPL 916 +25.41,241

Gross NPL/Tot. gross loans (%)

Net NPL/Tot. net loans (%)

9.3 +1.4

1.4 +1.0

10.7

2.4

Selective and conservative lending policies

Deterioration of asset quality mainly due to the economic slowdown in Poland in 2001

Approximately 25%(3) of Doubtful Loans with no payment delays(4)

37

2,92,8

3,83,4

1,01,6

4,1

0,41,1

2000 2001 2002NECs Eurozone USA

IN AN INTERNATIONAL SLOWDOWN SCENARIO NECs SHOW A STRONGER GROWTH (COMPARED TO USA AND EUROZONE) WITH A DECREASING RISK

Good GDP growth above both the Eurozone and the USA

(1)UCI – FBD(2)J.P. Morgan EMBI Global (Emerging Market Bond Index)(3)UCI - FBD- Average S&P’s NEC’s Country Rating weighted on GDP(4)Average of first two months of 2002

Real % GDP Growth (1)

BBBBBBBBBBBB-

194 bp208bp

254 bp250bp

1999 2000 2001 2002(4)

Decreasing risk supported by economic stability, inflation and budget deficit control

EU accession process accelerated as a result of Nice meeting leading very likely to EU entrance in 2004, and thus contributing to a virtuous economic cycle

S&P’s NECsRating (3)

Average yearly spread of Polish sovereign debt vs Treasury (2)

38

POSITIVE MARKET ENVIRONMENT AND EXPLOITMENT OF FURTHER RESTRUCTURING OPPORTUNITIES WILL SUPPORT DOUBLE DIGIT INCOME INCREASE

Increase in salesforce productivity

Divisionalisation (Corporate, Affluent / SMEs, Mass Market) to lead to improved commercial effectiveness

Product range enlargement to develop higher value added products and increase fee contribution (Asset management, Structured Products, Life Insurance in Retail; Forex,Trade Finance and Derivatives in Corporate)

Possible launch of focused initiatives (with dedicated sales force) to reinforce leadership in Affluent segment

Rebranding and relaunch of Pol’nobanka activities (to be renamed UniBanka in April 2002)

SUSTAINED REVENUES GROWTH

Common business models and standard applications

New IT system in Pekao and Bulbank leading to higher effectiveness and efficiency

NEW IT SYSTEM

Ongoing cost control initiatives supported by further cost reduction driven by economies of scale

Development of regional credit card processing operation

Centralised IT purchase

COST CONTROL

Full redesign of credit process

Development of focused/state of the art rating and scoring system

CREDIT PROCESS IMPROVING

39

2001 Key Highlights(1)

SUCCESSFUL COMPLETION OF THE ZAGREBACKA DEAL

Successfully completed tender offer for ZaBA Total shareholding of Consortium: 80% Mandatory cash offer for outstanding voting shares expected to be

launched on 15 March 2002 Splitska sold to allow completion of Zagrebacka deal generating

Euro 34 mln gross capital gain and 60% gross return in 1.5 years

Strategic Rationale

2004 EPS accretion of 1.8%(3) at group level

Operating income: 378.2 Pre-tax income: 84.5 Total assets: 6,723 Branches(2): 237 Customers(2): 1,3 mln Market share deposits(2): 36%

Undisputed leading bank in Croatia and Bosnia-Herzegovina

One of the most efficient and best performing banks in the region

Natural platform for further regional expansion

(1) Euro mln, Kune/Euro FX: 7.14 as at 8th March(2) Number of total group branches as at 1H01(3) Based on net effect of UCI acquiring an 85% shareholding in ZaBa and disposal of Splitska banka

40

2001 Group Highlights

Divisional Reporting

Italian Commercial Banking

Wholesale Banking

Investment Banking

Asset Management

New Europe Banking

Conclusions

Agenda

41

SUMMING UP: 2001 GROUP HIGHLIGHTS

Italian Banking: Corporate, Small Business and Mass Market counterbalance the Private and Affluent results hit by negative market conditions

Investment Banking: strong revenue increase in countercyclical products for corporate and institutional customers more than offsets the decline in traditional Investment Banking

New Europe: revenue growth led by increased volumes and commercial actions (distribution of new value-added products) with improved efficiency

STRATEGIC VISION AND RAPID ACTIONS: S3 project enhances UCI’s competitive advantage and value creation

SOUND COST CONTROL: Cost Income Ratio at 52.7%, 47.8% at structural level

GOOD REVENUE GENERATION AND INCREASED PROFITABILITY SUPPORTED BY A WELL BALANCED REVENUE MIX:

42

Annexes

43

2001 CONSOLIDATED INCOME STATEMENT

Net extraordinary income

Net interest income (incl. dividends)

Net non interest income

Total revenues

Operating income

Tax rate, %

Net loan loss provisions

2000 % ch.

Administrative costs (incl. depr.)

Net income +4.2

4,571

4,747

9,318

903

100

+6.4

+8.1

+7.2

1,395

-5.5

+131.0

4,752 +10.8

4,566 +3.5

Other net provisions* 355 +9.6

43.6

Goodwill depr. 115 +140.9

2001

43.2

5,049

4,940

9,989

5,263

4,726

853

231

1,454

389

277

(Euro mln)

Minorities 463 +8.0500

Taxes 1,435 +3.41,484

(*) Including provisions to general banking risk fund

44

GOOD ASSET QUALITY CONFIRMED DESPITE THE SLOWDOWN IN ECONOMIC ACTIVITY

TIER 1 ratio

2001E

Coverage ratios

-on total gross NPL, %

-on tot. Gross doubtful loans, %

Total gross doubtful loans

y/y % change

Italian banks

‘00 ‘01

New Europe banks

Other(2) Group

‘00 ‘01 ‘00 ‘01 ‘00 ‘01

Gross NPLy/y % change

Gross NPL/Tot. Gr. Loans,%

Net NPL/Tot. Net Loans,%

3,379 2,761(1) 916 1,241 341 245 4,636 4,247

-18.3 +35.5 -28.2 -8.4

3.4 2.7 9.3 10.7 1.8 1.7 3.9 3.5

1.8 1.5 1.4 2.4 0.6 0.6 1.7 1.5

4,968 4,309(1) 1.545 2,077 515 457 7,028 6,843

-13.3 +34.4 -11.3 -2.6

47.5 46.3 86.8 79.6 67.2 64.9 56.8

39.3 37.8 59.4 56.1 53.4 45.2 44.4

Coverage ratios are satisfactory. Securitisation deal impacts on the mix of doubtful loans (lower weight of non-performing loans with higher coverage ratios and higher weight of watchlist with lower coverage ratios)Total capital ratio

7.17%

10.50% (1) In 1H01 Cariverona and Mediovenezie carried out a securitisation of Gross NPL for Euro 660 mln (Euro 250 mln net of write downs) (2)Mainly Locat, UniCredit Factoring and Parent Company

Net Doubtful Loans/Tot. Net Loans,%

3.3 3.23.1 2.7 7.1 8.8 1.1 1.5

60.0

(Euro mln)

Italian Banks Division’s asset quality substantially better than industry (Gross NPL ratio at 2.8% compared to 4.7%)

57.1

45

LOW LENDING EXPOSURE VERSUS HIGH RISK SECTORS AND COUNTRIES

High risk sectors(relative to the economic trend)

High risk countries

4,303(1)

Euro mln 2001

138(2) Low lending exposure to South America (0.1% of 2001 gross customer loans):Euro 39.5 mln ArgentinaEuro 41.1 mln CileEuro 24.1 mln VenezuelaEuro 33.2 mln Brazil

Low lending exposure versus sectors with high conjunctural risk (4.7% of 2001 performing loans):Euro 98 mln AeronauticsEuro 312 mln InsuranceEuro 2,008 mln Leisure and EntertainmentEuro 1,171 mln TelecommunicationsEuro 714 mln Telecom equipment manufactures

(2) Based on Bank of Italy matrix account and related to 7 banks, BMC and BMV(3) Of which Euro 42.9 mln guaranteed primarily by SACE

46

RESULTS BREAKDOWN BY DIVISION

Italian banking

Wholesale banking

New Europe banking

New Initiatives

Corp. Centre

& elisions

Group total

Interest margin (incl. div.) 4,017 5,049-20 942 2 108

Net non interest income 3,801 4,9401,117 599 22 -599

Total revenues 7,818 9,9891,097 1,541 24 -491Administrative costs (incl. depr.) 3,862 5,263595 754 83 -31

Operating income 3,956 4,726502 787 -59 -460Net provisions and other costs

629 1,24226 207 2 378

Tax expenses 1,392 1,484183 164 - -255

Net income for The Group 1,669 1,454274 227 -61 -655

of which: Staff 2,090 3,045291 385 13 266

Goodwill depreciation - 277- - - 277

Net income 2,002 1,954290 410 -61 -687

Extraordinary Income +67 +231-3 -6 - +173

(Euro mln)

47

APPENDIX ON ASSET QUALITY FOR ITALIAN BANKING

The Default Likelihood is based on internal calculations, taking into account historical trends of NPL, doubtful loans and watch-list loans, sector historical trends and expectations

Low default likelihood - main sectors included: Metal products Farm & industrial machinery Other industrial products Electrical materials & supplies Energy products Other sales-oriented services

Medium default likelihood - main sectors included: Commercial services Textile leather & clothing Food beverages & tobacco

High default likelihood - Sectors included: Construction and public works TMT Transport related services

48

UBM T.Lab

ASSET MANAGEMENT (Pioneer+UCI Capital Italia)

Interest margin (incl. div.) 11.4 -13.4 -2.0 -18.5 -20.5

Net non interest income 391.2 212.2 612.3 505.0 1,117.3

Total revenues 402.6 198.7 610.3 486.5 1,096.8

Administrative costs (incl. depr.)

138.4 74.1 216.2 378.4 594.6

Operating income 264.2 124.6 394.1 108.1 502.2

103.2

-0.5 -2.8 -0.5 -3.3

Net income for The Group 143.4 71.1 216.0 58.2 274.3

of which: Staff 69.1 23.1 92.6 198.4 291.0

Net income 143.4 71.1 218.3 71.9 290.2

Extraordinary Income -1.3

50.8 154.6 28.3 182.9

(Euro mln) TOTALINVESTMENT

BANKING*

TOTALWHOLESALE

BANKING

Tax expenses

C/I Ratio, % 34.4 37.3 35.4 77.8 54.2

WHOLESALE BANKING DIVISION INCOME STATEMENT

(*) Balance due to Euro Capital Structures (52% owned by UBM)

49

THE COOPERATION WITH UBM AND TRADINGLAB RESULTED IN A SOUND SUCCESS FOR CAPITAL GUARANTEED PRODUCTS

CAPITAL GUARANTEED PRODUCTS: EURO 7.46 Bn NET INFLOWS IN 2001*, MORE THAN EURO 8.7 Bn FROM LAUNCH TO FEB. ‘02

(1) Net of Euro 91 mln. inflow from a joint BANK PEKAO / TRADINGLAB Capital Protected Note issued in October

DIFFERENT PRODUCTS - ONE COMMON CONCEPT

Freedom for the asset manager; equity up to 60% of total capital invested

Low cost of the guarantee

Low capital absorption (according to B.I. standards)

ADVANTAGES FOR THE WHOLESALER

Higher equity content of AUM

Higher market share in wealth management

1,242

731

16

2,734

868

386

1,000

2,000

(Euro mln)

02Q’01 3Q’01 4Q’01 Jan-Feb.

2002

Segregated Accounts

Unit Linked (UNISTAR)

1Q’01

465 386

632

703

165

146

Fund, Equity & Index Linked Notes

3,000

4,000

Tot: 1,018

Tot: 465

Tot: 1,989

Tot: 3,988

Tot: 1,273

50

NEW EUROPE BANKING: RESULTS BREAKDOWN BY BANK

Interest margin (incl. div.)

Net non interest income

Total revenues

Operating costs (incl. dep.)

Net operating income

Net income

ROECost/income(excl. goodwill dep.)

- Staff costs

- Other costs

TOTAL (1)SPLITSKA BANKA (62,6%)

POL’NO BANKA (72,4%)

Group PEKAO (53,2%)

BULBANK (85,2%)

823 51 47 21 942

599

1 541

754

787

410

21,1%

48,9%

13

34

23

11

3

9,0%

68,2%

18

65

31

34

18

23,8%

48,0%

23

74

34

40

14,7%

45,9%

545

1 368

666

702

22,2%

48,7%

353

38591714345

369141420321

Net loan loss provisions 1855126*174

Tax Rate 28,6%16,0%20,9%29,6% 46,6%

Capital Absorption

RARORAC

Value Creation

(Euro mln)

(UCI stake)

36

Net income (UCI’s portion) 227,32,210,9183,3 30,9

1.27265941.083 29

1228255 1 226

17,9%29,7%23,5% 1,8% 17,7%(*) Writeback (1) Balance due to roundings and elisions

51

Monetary policy from expansionary to restrictive in 2002:after the wait and see policy in the first months of 2002, the EBC might revise up its stance by year end in line with the expected recovery (Refi rate at 3,25% in Dec.’02 as at in Dec.’01)

Customer Deposits (domestic banking business): growth expected to moderate its pace (+4% current accounts in 2002 vs +9.5% in Dec.’01). Stock markets recovery will lower households’ risk aversion reducing their liquidity preference and increasing AuM business (+4,9% Mutual Funds* stock in 2002 vs –6,2% in 2001)

Customer Loans (domestic banking business): further slowdown in 2002, but still increasing (5% vs. 7,7%)

Interest rates average banking spread is expected to end this year at the same level as in Dec.’01, but narrowing on 2002 average (4.44% vs 4.57%) due to the very low rates reached in the 1Q’02

The business cycle is expected to improve at a moderate pace (real GDP +1.4% in Italy in 2002, +1,6% in Europe and +1,5% in US)

Financial markets are turning up in line with stronger than expected Us economic figures, but volatility remains high (+3% the market effect of AuM expected for 2002)

AFTER A DIFFICULT 2001 WE EXPECT A MORE FAVOURABLE SCENARIO THIS YEAR ALREADY SUPPORTED BY SIGNS OF RECOVERY

TREND OF MAIN ECONOMIC INDICATORS

-1,0

0,0

1,0

2,0

3,0

4,0

5,0

6,0

99I II III IV 00I II III IV 01I II III IV 02I II III IV

Us

UeItaly

Real GDP y-o-y growth rates

* Total funds managed by Italian asset managers