MS European Banks Investing in Central & Eastern Europe Seminar

UniCredito Italiano

“THE VALUE OF NEW EUROPE”

London – June 26th 2002

Roberto Nicastro – Deputy CEO

2

New Europe is a significant element in UCI’s profile and strategy,

carrying a significant value creation potential

Value creation in New Europe is driven by Revenues/Profitability

growth and decreasing level of risk

New Europe Banking is quite homogeneous and can be managed

with one Business Model

2001 Results and Q1 2002 confirm the good performance in New

Europe and support UCI’s track record and ambitious value

creation targets in the region

Turkey’s acquisition represents the last element, integral part of

New Europe’s strategy

MAIN POINTS

3

New Europe within UCI’s Group

Market scenario in New Europe

Strategy, Organisation and Key Projects in New Europe

Recent performance

Next steps

Agenda

4

UCI: A EUROPEAN LEADER IN DISTRIBUTION, A GLOBAL PLAYER IN ASSET MANAGEMENT WITH OUTSTANDING PROFITABILITY AND EFFICIENCY

MKT CAP.Euro 28.1 bn (1)

(1) As of 21.06.2002 including market cap for minorities that are going to be acquired in July 2002 (S3 project)

NET INCOMEEuro 1,454 mln

C/I RATIO52.7%

PRE-TAX ROE32.9%

ROE18.0%

BRANCH NETWORK3,998

2001 KEY FIGURES

5

Improving accountability and market recognition of the various business lines

New Initiatives

OUR DIVISIONAL STRUCTURE SUPPORTS THE GROUP’S VISION TO BECOME A EUROPEAN MULTISPECIALIST FINANCIAL GROUP

Italian Banking

... WHAT DOES IT MEAN ?

Generating new, focussed, fast growing business lines in a systematic way

Facilitating ad hoc “strategic moves” per business line (e.g. on a dimensional and a geographical scale)

Improving capital allocation and value based management

BEING A MULTISPECIALIST FINANCIAL GROUP ....

Wholesale Banking

New Europe Banking

6

Demirbank – Romania82.5% acquired in May 2002

Zagrebacka Group – CroatiaBosnia- Herzegovina

82.5% acquired in March 2002

Warsaw

Bratislava

Sofia

Zagreb

UniBanka - Slovakia

UCI ALREADY ACQUIRED A LEADING PRESENCE IN NEW EUROPE

(*) Total assets 2000 Market share(1) 2000 data.

Total assets (Euro mln)

Market share*

Net income (Euro mln)

ROE

698

4%

3.1

9%

Largest player in Poland with Euro 1,044 mln in Assets under Management

24% market share in Poland Total AuM of Euro 161 mln in Czech

Republic

Pioneer

72.4% acquired in October 2000

Branches

51

Group Pekao - Poland

Total assets (Euro mln)

Market share*

20,852

17%

53.2% acquired in May 1999

Net income (Euro mln)

ROE

Branches

353.4

22.2%

817

Bulbank - Bulgaria

Total assets (Euro mln)

Market share*

1,439

27%

85.2% acquired in October 2000

Net income (Euro mln)

ROE

Branches

36

15%

98

End of 2001 data

BucarestTotal assets (Euro mln) 74.7

Market share* 1%

Net income (Euro mln) 2.5

ROE 13.9%

Branches 11

(1)

Total assets (Euro mln)

Deposits (Euro mln)

Customer loans (Euro mln)

Market share*

Net profit (Euro mln)

ROE

Branches

6, 512

5,260

2,331

30%

63

13.5%

235

Koc Fin. Serv. - Turkey

Total assets (Euro mln)

Market share*

Branches

4,963

2.8%

115

50% to be acquired in September 2002

7

THE NEW EUROPE DIVISION IS INCREASING ITS WEIGHT ON UCI GROUP

2001Restated

RARORAC (%)

Net Income (% of UCI)

17,03° **

18.0%°

Revenues (% of UCI)

Amount invested (bn €) 2.5*

* Including ZABA and KFS

Total Assets (bn €) 34.5*

Nr. of clients (mln) 6*

Net Income UCI ownership (mln €) 267.4°

New Europe carries a significant weight on Group performance

Weight increasing as result of region’s growth, restructuring and new investments

RARORAC above Group level

A very significant EVA contribution (EPS 2001-04 CAGR > 20%, declining cost of equity)

** UCI Group RARORAC = 10,23%.

18.6*

° Including only ZABA

8

New Europe within UCI’s Group

Market scenario in New Europe

Strategy, Organisation and Key Projects in New Europe

Recent performance

Next steps

Agenda

9

WHAT DO WE CONSIDER NEW EUROPE?A REGION INCLUDING EU ACCESSION COUNTRIES PLUS CROATIA AND BOSNIA

Year 2001 New Europe EU

Population, mln

496

4,595

9,006

23,885

Source: Datastream and EIU.

GDP, bln €

Per Capita GDP, €

SlovakiaWarsaw

Prague

Bratislava

Budapest

Bucharest

Lubjana

Zagreb

Sofia

Tallinn

Riga

Vilnius

Estonia

Czech Rep.

Poland

Hungary

Latvia

Lithuania

Bulgaria

Croatia

Romania

Istanbul

Sarajevo

Bosnia Turkey

Slovenia

377180

9,006

23,8853,472

627

10

Reasonable and further declining economic & political risk

Already different from other Emerging Markets areas

Perspective entry into EU and EMU guarantees a predetermined convergence path

WHY NEW EUROPE STANDS FOR A VERY ATTRACTIVE OPPORTUNITY FOR UCI

Abundant EPS growth expected: GDP and banking sector growth

Plenty of economies of scope/know-how transfer opportunities

Italian driven corporate business

Favourable tax environments

Cost of equity

Bank revenues and EPS

11

NE growth rate (past and expected) well above EU and USA

Current gap in per capita income between EU and NECs (New Europe Countries) suggests a continued more dynamic growth

Source. Per capita GDP in PPP (Purchasing Power Parity): EU Commission estimates, 2000. Real GDP growth: UCI- FBD Research Team and UBM.

Gap in 2000 per capita GDP in PPP

24

72

100

0

20

40

60

80

100

EU 15 Slovenia (highest)

Bulgaria (lowest)

CATCHING UP PROCESS TOWARDS THE EU SUGGESTS A LONG PERIOD OF FAST AND SUSTAINABLE GROWTH

Real GDP growth

0%

2%

4%

6%

2000 2001

NE Eurozone USA

2004

Bank EPS

12

STRUCTURAL REASONS FOR GROWTH ARE RELATED TO THE NATURE OF NECs AS TRANSITION ECONOMIES, SIGNIFICANTLY DIVERGING FROM EMERGING MARKETS

EXISTING SKILLS AND

INFRASTRUCTUREEU ACCESSION

PROCESS Pre-determined path of

convergence and forced structural reform process

Harmonisation of legal and regulatory framework

Integration and liberalisation of markets

EU financial support for convergence

Existence of industrial assets

Developed infrastructures

Skilled labour force and availability of human capital

Historical linkages with EU countries

Foreign Direct Investments Internal demand

Bank EPS

13

PAST EXPERIENCES OF EU ENLARGEMENT ADDRESS TO IRELAND, SPAIN, AND PORTUGAL AS SUCCESS ROLE MODELS

Source: University of Groningen database.

Per capita GDP in PPP

5,000

8,000

11,000

14,000

17,000

20,000

1971 1981 1991 2001

Average Growth 1986/01

EU

IE+SP+POR 4.2%

2.1%

Ireland

Spain

EU

Portugal

1973Ireland in EU

1986Spain and Portugal in EU

Source: University of Groningen database.

The experience of past EU enlargement processes shows that catching up implies decades of average growth above EU standards

Spain, Portugal, and Ireland experienced for 20 years growth by 2/3% points higher, compared to the EU

Bank EPS

14

In NE volume effect to offset contraction in spread, supporting NIM growth...

… with significant increases in fees generation, although lower than in Italy in 1996-01…

… and decreasing credit risk

Source: UCI – Foreign Banks Division Research Team, simulated model for NECs data. 10 Year macroeconomic assumption for OEF. Data for Italy, Prometeia

Operating Costs

4.4%2.9%

Total Net Revenues

6.8%6.5%

-12.5%

Provisions/Loans

-8.6%

7.3%

Loans+Deposits

NewEurope

01-11

Italy96-01

11.7%

POSITIVE PERSPECTIVES CONFIRMED VIA COMPARISON WITH ITALIAN SITUATION IN LAST 5 YEARS (EMU CONVERGENCE PERIOD)

CAGR

NewEurope

01-11

Italy96-01

NewEurope

01-11

Italy96-01

NewEurope

01-11

Italy96-01

Bank EPS

15

AS A RESULT BANKING PROFITS EXPECTED TO GROW DOUBLE DIGIT IN THE NEXT DECADE

Double digit volumes growth, declining or stable spread, increasing fees and commissions, improving cost/income, slightly declining cost of risk

Lower growth in Poland due to declining spread, higher growth in Croatia driven by sustained GDP growth and currency switch

Note: 10 Year macroeconomic assumption from Oxford Economic ForecastingSource: UCI - FBD Research Team, simulated model for NECs data* Conservative scenario. Under more aggressive growth scenario, pre-tax profit growth respctively: Poland 15%, Slovakia 21%, Bulgaria 17%, Croatia 24%

Potential for Pre tax profit growth*(simul. 2001-10 CAGR for NECs)

15,4% 14,4% 15,7%

10,1%

0%

5%

10%

15%

20%

Poland Slovakia Bulgaria Croatia

Bank EPS

16

RISK IN NEW EUROPE IS DECREASING AND ALREADY THE LOWEST AMONG EMERGING MARKET REGIONS

Commitment to structural reforms guarantees low and decreasing risk, confirmed also in terms of spread over EU bonds**

* Asia is defined as Indonesia, Malaysia, Thailand, Korea, Philippines ** Spread over Eurobond is based upon SUEMI: Sole24Ore UBM Emerging Market Index, for Euro-denominated high-yield benchmark (total returns traded sovereign debt instruments in Euro with fixed interest rate, 76 sovereign bonds for 22 countries and a market capitalisation of EUR 36 bln) Source: S&P’s database and UBM Research

S&P's Country Rating

BBB-BB-BB

BBB

B

BBB-

ASIA* MERCOSUR NE

1998 2001

Country spread over Eurobond

259

692

0

200

400

600

800

New Europe Latin America

Risk

17

PERSPECTIVE ENTRY INTO EU AND EMU GUARANTEES A PREDETERMINED CONVERGENCE PATH

Phase 1: pre-accession

Phase 2: EU membership

No Euro adoption

Phase 3: full EMU

membership

Accession negotiations

Ratification(18 months)

ERM II Upon fulfillment of

Maastricht criteria (min. 2 years) – no opting out

Poland, Slovakia, Hungary,3 Baltics, Czech R.,

Slovenia

EU entry

Bulgaria,Romania and

Croatia2007

2004EMU entry

T Min T+2

Risk

Timetable confirmed in Sevilla,

June 22nd, 2002

18

New Europe within UCI’s Group

Market scenario in New Europe

Strategy, Organisation and Key Projects in New Europe

Recent performance

Next steps

Agenda

19

AN EFFECTIVE ORGANISATION MODEL HAS BEEN ADOPTED, BASED ON A FEDERAL MODEL…

Homogenous region:

Countries with similar dynamics (while on different life-cycles)

Converging regulation (EU convergence)

OPPORTUNITY

Selective focus on Affluent and SME segments

Very similar strategies by segment in each country

Same business models and target IT systems

Economies of scale (eg. card processing, purchasing) and product (eg. Pioneer, Leasing)

Strong P&C

STRATEGY AND ORGANIZATION MODEL

20

... AND A COMMON STRATEGY BY SEGMENT

Segment Situation Strategy

Large Corporate

Selective development fee- driven

Mass

Cost focus Cross selling

(bancassurance, mortgage, credit cards)

Average ROE

SME Specialised service model

Private

Affluent/Small Business

Low average revenues per customer but attractive sub-segments

< 10%

> 15%*

> 40%

> 25%

< 10%Overcrowded, thin margins

Attractive, growing

Small but attractive

Attractive, growing

Highly differentiated service model

Specialised service model

* Segment with highest profitability differences by country

21

UCI’S NEW EUROPE ORGANISATION MODEL

NEW EUROPE DIVISION

SPECIALISED FUNCTIONS

N.E. FACTORIES

Planning & Development Corporate Banking Retail Banking Credit Risk Process IT/Organisation

Asset Mgmt/Pioneer TradingLab/CorporateLab Leasing Card Processing Bancassurance (Allianz)

* Taking into account difference in service content of banking products and the heavier regulatory and supervision environment

BANKS:

Pekao Zagrebacka Bulbank UniBanka Demirbank KFS

Some organization reference model for N.E. Division:

Nordea (Scandinavia) Leading global retailers*

(Carrefour, Auchan, McDonald’s, Blockbuster)

Local CEO & Mgmt Team Expatriate COO & Selected

Managers

22

BANKS:

Achieve budget

Make customers happy

Manage commercial

policies

Take credit decisions

Manage Human Resources

Keep relationships with

local stakeholders

Implement UCI business

model

A CLEAR DISTINCTION IN ROLES BETWEEN BANKS AND HOLDING

HOLDING/SPECIALISED FUNCTIONS:

Performs Strategy & Control function

Strategy Appoints Top Management Ensures Performance and Risk

Budgeting & Controlling Audit

Supports development of: Products and service model Operation & Process IT Systems HR policies and training Centralized production

“New Europe” Federal Model

23

SEVERAL KEY PROJECTS HAVE BEEN LAUNCHED WITHIN NEW EUROPE BANKS TO ENSURE SUSTAINABLE PROFITABILITY GROWTH AND MARKET LEADERSHIP

REVENUES

Divisionalisation

Homogeneous retail strategy - service model, product range -

(all banks)

Development of regional product companies to enlarge

product range in revenues pool (leasing, factoring)

Affluent client acquisition model

COSTS IT implementation

Centralized card processing

Credit excellence (all banks)

Centralized market risk management (all banks)RISK

KEY PROJECTS UNDERGOING

24

PEKAO COMPLETED AN INNOVATIVE DIVISIONALISATION PROCESS, AIMING AT SIGNIFICANTLY INCREASING COMMERCIAL EFFECTIVENESS

FOUR BUSINESS UNITS WITH DEDICATED CHANNELS AND SERVICE MODELS

MassAffluent &

Small Business Private Corporate

Revenues growth by cross selling

Cost effectiveness/ Multichannel usage

830 Branches and Outlets

4,700 mass Customers Service Representatives

Retain affluent clients

Gain new clients

Increase share of wallet

Leverage on existing resources

800 fully dedicated Sales Managers

125 dedicated Branches

Dedicated financial advisors

Separate location to provide “exclusive” service

25 corporate hubs and 5 corporate regions

Clear cost effectiveness

Improved service to clients through product specialists

Improved share of wallet/ profitability

Corp.Hubs

Corp.Hubs

Revenues

Corp.Hubs

25

SPECIALIZED BUSINESS MODEL LAUNCHED IN ALL NE BANKS

PrivatePrivate

AffluentAffluent

24 Private bankerswith client portfolio in “1st floor locations”

800 Relationship Managers* with client portfolio in VIP corners in branches

45 Account Managers with client portfolio in dedicated corners in branches

63 Account Managerswith client portfolio in corners in branches

MassMass4,700 Mass Customer Service Representatives in branches

133 Retail Sellers with client lists in branches

86 Retail Tellers in branches

Small Business

Small Business

800 Account Managers* with client portfolio in dedicated corners in branches

SME Officerswith client lists in dedicated corners in branches

17 Small Business Account Managers with client portfolio in dedicated corners in branches

51 Micro Sellers with client lists in branches

2 Private bankerswith client portfolio in “1st floor locations”

Note: Salesforce figures at 04/2002* Affluent/SB joint service in progress: 800 in total

Revenues

26

IT DEVELOPMENT

Priorities

New IT system in Pekao (end 2003) & Bulbank (end 2002)

Convergence in IT developments

STRATEGY

Definition of common business models within

New Europe Banks and along the lines of the

Italian Business Model

Different hardware solutions between Pekao

(mainframe) and smaller banks (AS 400) in the

context of a common platform

Development of homogeneous target systems

(architecture, facility management, application

portfolio), with tailored approach per:Language Regulations legacies

Reliance on standardized/already tested IT

solutions and applications (minimise proprietary

development)

Costs

27

Introduce the

“best

practices” in the

credit area,

closing the gap

between New

Europe and

Italian Banks

LOGIC

KEY ACTIONSTARGET:

REDUCE COST OF RISK

Training and upgrade of credit officers teams

Electronic underwriting tool

Credit rating system corporate,small business and retail

Credit management system

Work Out system

HR/Skills

Of corporate clients introducing new rules for valuation and structural procedures

Of Corporate, Small Business and Retail clients introducing risk measurement procedures

Identification of Retail and Small Business clients abnormalities and setting of a pre-defined pattern

CREDIT EXCELLENCE: REDESIGN CREDIT PROCESS ALONG RESULTS OF DIAGNOSTIC HIGHLIGHTING IMPROVEMENT OPPORTUNITIES IN SEVERAL AREAS

Risk

Active management on collection of NPL of Corporate and Small Business

28

New Europe within UCI’s Group

Market scenario in New Europe

Strategy, Organisation and Key Projects in New Europe

Recent performance

Next steps

Agenda

29

A CONSISTENT TRACK RECORD OF PERFORMANCE IMPROVEMENT LEADING TO OUTSTANDING RESULTS, ZAGREBACKA ACQUISITION FURTHER STRENGHTENS NE DIVISION

1999 2000* 2001* 2001 (incl. Zaba)

602787

Operating Income

Total Revenues

Operating Costs

Cost/Income ratio

+31%

ROE*

19.5%21.1%

2000 2001 2001 (incl. Zaba)

244

*At Unchanged FX as at the end of 2001

(Euro mln)

1,3911,541

+11%

1999 2000* 2001* 2001 (incl. Zaba)

786

56.7%48.9%

-7.8pp

1999 2000* 2001* 2001 (incl. Zaba)

69.0%

789 753

-4.6%

1999 2000* 2001* 2001 (incl. Zaba)

542

Perimeter for 2000 and 2001 : Group Pekao, Bulbank, Unibanka and Splitska (sold in Apr. 02)Perimeter for 1999: Group Pekao only

+1.5pp

+5.5#pp

# For 2000 Bulbank Net Profit net of Euro 79 mln (pre tax) extraordinary income from UBB disposal

866

1,784

917

51.4%

19.4%

Incl. ZaBa

2001 perimeter

Pekao

30

NEW EUROPE BANKING TOT. REVENUES – UCI’s PORTION (restated): EURO 1.1 bn

A MORE BALANCED PORTFOLIO AS A RESULT OF ZAGREBACKA ACQUISITION

(1) At Unchanged FX(2) For 2000 Bulbank Net Profit net of € 79 mln (pre tax) extraordinary income from UBB disposal(3) Excluding extraordinary items for Pliva shares disposal and revaluation of replacement bonds and based on Italian accounting standards

GROUP PEKAO 63.4% (Euro 727.4 mln)

Total Division

Net Income – % y/y growth (1)

ROE, %

UniBankaGroup Pekao

Bulbank

n.s.

9.0

+80 (2)

14.722.2

+53

C/I Ratio, % 68.245.948.7

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

+81 (2-3)

51.4

-6.4

ROE – p.p. Ch. on 2000 n.s.+6.6 (2) +2.6 0.7 (2-3)

RARORAC, % 1.835.624.2 17.0

Zagrebacka Group+19(3)

13.3

63.3

-1.0

-1.28.6

19.4

UNIBANKA 2.1% (Euro 24.3 mln)

ZAGREBACKA 22.2% (Euro 253.5 mln)

KFS 6.6% (Euro 75.6 mln)

BULBANK 5.5% (Euro 63.4 mln)

31

POSITIVE PERFORMANCE IN Q1 2002 DESPITE ECONOMIC SLOWDOWN

RevenuesNet Op. ProfitNet ProfitC/I (%)

Bulbank - Bulgaria

311815.541.5

3217.812.244.8

-3.6+1.5+27-3.3

RevenuesNet Op. ProfitNet ProfitC/I (%)

Unibanka - Slovakia

9.3 3.7 2.760.4

+18+22+51-5.5

RevenuesNet Op. ProfitPre-tax ProfitC/I (%)

Zagrebacka Group - Croatia

1Q02 1Q01 %Ch

85244162.6

75282271.7

+14- 14+90-9.1

Revenues Net Op. Profit Net ProfitC/I (%)

Pekao - Poland

330173 8147.5

2751326251.2

+20+31+31-3.7

1Q02 1Q01 %Ch May02 May01 %Ch

May02 May01 %Ch

8.7 2.9 (1) 1.865.9

* 2001-2000 figures – excluding extraordinary items for Pliva shares disposal and revaluation of replacement bonds (1) Restated

Euro mln

32

Net Doubtful Loans

IN A CONTEXT OF PROBLEMATIC ASSET QUALITY AND ECONOMIC SLOWDOWN, STRONG FOCUS ON CONSERVATIVE LENDING ACTIVITY AND AGGRESSIVE RECOVERY ACTIONS

Net NPLs and Doubtful Loans as % of Total Net Loans

9.0

2001 1Q02

9.2

2.5 2.8

restated

78.6

2001 1Q02restated

78.6

54.656.8

Coverage ratios

Net Doubtful Loans/ Total Net Loans

Net NPLs/ Total Net Loans

On Gross Doubtful Loans

On Gross NPLs

Net NPLs

876 -3.3

+6.2240

Dec. 2001*

% ch. on

Dec.’01(Euro mln)

847

255

1Q’02

* Restated, excluding Zaba

Selective and conservative lending policies

Improvement of coverage ratios

Implementation of new lending rules and procedures, active monitoring

Effective recovery actions

Ratio better than the system

8.7

2.9

56.1

76.5

Incl. Zaba

33

TotalRevenues

2001

UCI’s portion of

Net Income 2001

UCI NEW EUROPE BANKING ALREADY COMPARABLE TO SIGNIFICANT PLAYERS BOTH FOR SIZE AND PROFITABILITY (4TH ITALIAN BANKING GROUP!)

Total size compared to:

Alpha bank

Banco Popular Español

Banco Espirito Santo

1,402

2,016

1.227

TotalRevenues

2001

Banca di Roma

BNL

103

342

Net Income

2001

Net Income2001

353

36

63

3

456

1,368

74

307

34

1,784

UCI’sStake

53.2%

85.2%

82.5%

72.4%

Pekao Group

Bulbank

Zagrebacka Group

(Euro mln)

Total (Euro mln)

Unibanka

267

183.3

30.9

51.1

2.2

Monte Paschi399

Source: Bankscope & Balance sheet

34

2004*

ROI (Return on UCI’s Investments)

AMBITIOUS TARGET GROWTH LEADING TO A 20% SUSTAINABLE EPS GROWTH

Cost/Income ratio

18-20%

~46%

Max weight of capital investments on UCI’s total group capital

25%

20% EPS

CAGR

* Pekao Group, Bulbank, UniBanka, Zagrebacka

35

New Europe within UCI’s Group

Market scenario in New Europe

Strategy, Organisation and Key Projects in New Europe

Recent performance

Next steps

Agenda

36

AS A RESULT OF CORPORATE RESTRUCTURING CURRENTLY BEING IMPLEMENTED, KFS WILL EMERGE AS ONE OF THE LEADING AND FINANCIALLY STRONGEST GROUPS IN TURKEY

KOCBANK

KFS IS THE RESULT OF A 50/50% PARTNERSHIP BETWEEN UCI AND KOC GROUP

KOC YATIRIM (brokerage)

KOC ASSET MGMT.

KOC LEASE

KOC FACTORING

KOC NV (dutch

subsidiary)

KOC Azerbaijan

KOCBANK: the sixth largest private sector bank in Turkey in terms of total assets (US $ 3.8 bn) with an approx. 5% market share (total deposits US$ 2.6 bn, total net loans US$ 1.2 bn)

KOC YATIRIM manages the second largest portfolio of mutual funds with a 17% market share in Turkey

KOCLEASE: a leading institution in the Turkish leasing market

KOC FACTORING: Turkey’s largest factoring company in terms of business volume and asset size

KFS

37

STRATEGIC GUIDELINES Main objective of the strategic

partnership:

consolidate and grow KFS’ position in Turkey

realize a sizable value generation opportunity

2004 target ROAE: appr. 20%

THE INVESTMENT IN KFS REPRESENTS AN IDEAL ENTRY OPPORTUNITY FOR UCI IN THE TURKISH MARKET, A CORE ELEMENT OF NE STRATEGY

WHO IS KFS

Leading provider of financial services

Pro-forma BV: min. US$ 330 mln(1)

Capital Adequacy Ratio of approx. 12%

US$ 4.4 bn of assets, US$ 636 mln of AUM (as of Dec 01)

Turkish economy: is currently exhibiting a strong recovery

Turkish banking sector: is among the most attractive in NE in terms of:

size development potentialgrowth prospects

WHY TURKEY

Evaluation of 50% stake: US$ 240 mln

Agreement on an earn-out formula(2)

DEAL CONDITIONS

Closing of the transaction: Sep. 2002

(1) Estimate based on conservative provisioning and consequent recapitalisation to take place prior to closing(2) Additional payment by UCI based on the achievement of a minimum normalised return on investment of 20% consistently for the next three years

38

New Europe is a significant element in UCI’s profile and strategy,

carrying a significant value creation potential

Value creation in New Europe is driven by Revenues/Profitability

growth and decreasing level of risk

New Europe Banking is quite homogeneous and can be managed

with one Business Model

2001 Results and Q1 2002 confirm the good performance in New

Europe and support UCI’s track record and ambitious value

creation targets in the region

Turkey’s acquisition represents the last element, integral part of

New Europe’s strategy

MAIN POINTS

39

Annexes

40

NEW EUROPE BANKING: 2001 RESULTS BREAKDOWN BY BANK

(1) Balance due to roundings and elisions (*) Writeback

New perimeter: excluding Splitska

and including Zagrebacka

Mln €

Interest margin (incl. div.)

Net non interest income

Total revenues

Operating costs (incl. dep.)

Net operating income

Net income

ROE

Cost/income(excl. goodwill dep.)

POL’NO BANKA (72,4%)

Group PEKAO (53,2%)

823 21

13

34

23

11

3

9.0%

68.2%

545

1 368

666

702

22.2%

48.7%

353

Net loan loss provisions 5174

UCI stake

Net income (UCI’s portion) 2.2183.3

BULBANK (85,2%)

51

23

74

34

40

14.7%

45.9%

6*

36

30.9

47

18

65

31

34

18

23,8%

48,0%

12

10,9

SPLITSKA BANKA (62,6%)

TOTAL (1)

942

599

1 541754

787

410

21,1%

48,9%

185

227,3

TOTAL

ZAGRE-BACKA Group

(82.5%)

207 1 102

681

1 784

917

866

456

51.4%

101

307

195

113

63

13.3%

63.3%

18713

267.451.1

19.4%

41

NEW EUROPE BANKING: 1Q02 RESULTS BREAKDOWN BY BANK

Interest margin (incl. div.)

Net non interest income

Total revenues

Operating costs (incl. dep.)

Net operating income

Net income

ROE

Cost/income(excl. goodwill dep.)

- Staff costs

- Other costs

TOTAL (1)UNI BANKA (72,4%)

Group PEKAO (53,2%)

BULBANK (85,2%)

224 10 7 245

114

359

169

190

93

18,4%

47,1%

3

9

6

4

2

11,4%

60,7%

5

15

7

8

11,1%

45,1%

106

330

157

173

18,6%

47,5%

81

872382

643359

Net loan loss provisions 482047

Tax Rate 34%28%36% 21%

(1) Including Euro 4.2 mln due to Splitska Banka consolidation at net equity; balance due to roundings

(Euro mln)

(UCI stake)

6

Net income (UCI’s portion) 54143 5

42

Customer volumes growth constrained by slight delay in macroeconomic pick-up and by tight pricing policy:

Selective Customer Loans growth: +1.5% yoy(2) (+9.6% y/y retail and corporate average volumes)

Customer Deposits: +2.7% yoy(2) (+4% y/y retail and corporate average volumes)

Net Interest Income

1Q01

154190

324359

52.5%

47.1%

Operating Income

Total Revenues

Cost/Income

207245

117 114

Non NetInterestIncome

+23.4%

-5.4 pp

(Euro mln)

OPERATING INCOME UP 23% Y/Y AND NET INCOME GROWTH AT +19% Y/Y (+23% AND +18% AT END 1Q02 FX RESPECTIVELY)

+23.4%

-2.6%

-2.6%

EFFICIENT COST CONTROL Staff costs down 1.1% at unchanged FX (-1.158

headcount reduction vs 1Q01) Tight procurement, centralised purchasing, outsourcing Real estate restructuring

INCREASED PRODUCTIVITY Total Revenues per employee up 16% at unchanged FX

from Euro 57 th. in 1Q01 to 66 th. in 1Q02

At end of March FX

At end of period FX(1)

Negative impact of conservative customer lending activity on commissions (-4.7% y/y)

Positive contribution of other income (+18.2% y/y) due to fees on current account packages

(1) Exchange ratio of 31 mar 02 for 1Q02, exchange ratio of 31 mar 01 for 1Q01

(2) End of period

1Q02

1Q01 1Q02

1Q01 1Q02

1Q01 1Q02

1Q01 1Q02

+10.8%

+10.1%

+18.4%

+17.2%

-5.7 pp

Perimeter: Group Pekao, Bulbank and Unibanka fully consolidated, Splitska at net equity with P&L impact of Euro 2.4 mln in 1Q01 and Euro 4.2 mln in 1Q02 in NE dividend figure

43

New Initiatives

2000 REVENUE COMPOSITION BY BUSINESS AREA (1) (Total: Euro 9.3 bn)

INCREASED CONTRIBUTION OF NEW EUROPE DIVISION

(2) Net of Corporate Centre and New initiatives negative contribution

Italian BankingAsset

ManagementInvestment

BankingNew Europe

2001 REVENUE COMPOSITION BY BUSINESS AREA (1) (Total: Euro 10.5 bn)

4.8%2.7%

13.7%

78.6%

0.2%

5.8%4.6%

14.7%

74.6%

0.2%

2000 NET INCOME COMPOSITION BY BUSINESS AREA (2) (Total: Euro 1.87 bn)

2001 NET INCOME COMPOSITION BY BUSINESS AREA (2) (Total: Euro 2.17 bn)

8.4%

6.0%

9.0%

76.6%

10.0%2.7%

10.5%

76.9%

(1) Net of Corporate Centre negative contribution

16.6%*15.7%*

12.1%*14.1%*

* pro-forma including Zagrebacka Group

44

KFS, TOGETHER WITH UCI’S EXPERIENCE AND SKILLS, AIMS AT EXPLOITING SIGNIFICANT VALUE CREATION OPPORTUNITIES

UCI EXPERIENCE

The Koç Group will have access to UCI’s:

proven expertise in banking and financial services

franchise in Western and “New Europe”

UCI’s proven track-record of successfully managing banks in “New Europe” and make each one of them a leading player in their respective markets will prove critical for the achievement of the partnership’s targets

KFS growth will be supported by UCI’s strong balance sheet and profit oriented approach

OPPORTUNITIES FOR KOC

UCI’s “New Europe” model that allows:

the independence of the banks management

in a context of UCI’s strong control and support

is an attractive proposition for the Koç Group

Improved credit rating will enable KFS to achieve a low cost funding base

Extract cost, revenues and funding synergies by sharing Group best practices

KFS international profile will be enhanced by UCI’s international standing and network

2004 ROAE TARGET 20%