Fixed Income Presentation Milan May 12 th , 2017 Disclaimer This - - PowerPoint PPT Presentation

Fixed Income Presentation

Milan May 12th, 2017

Disclaimer

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This Presentation may contain written and oral “forward-looking statements”, which includes all statements that do not relate solely to historical or current facts and which are therefore inherently uncertain. All forward-looking statements rely on a number of assumptions, expectations, projections and provisional data concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the control of UniCredit S.p.A. (the “Company”). There are a variety of factors that may cause actual results and performance to be materially different from the explicit or implicit contents of any forward-looking statements and thus, such forward-looking statements are not a reliable indicator of future performance. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. The information and

• pinions contained in this Presentation are provided as at the date hereof and are subject to change without notice. Neither this Presentation nor any part of it nor the

fact of its distribution may form the basis of, or be relied on or in connection with, any contract or investment decision. The information, statements and opinions contained in this Presentation are for information purposes only and do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of an offer to purchase or subscribe for securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. None of the securities referred to herein have been, or will be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States or in Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful (the “Other Countries”), and there will be no public offer of any such securities in the United States. This Presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or the Other Countries. Pursuant the consolidated law on financial intermediation of 24 February 1998 (article 154-bis, paragraph 2) Francesco Giordano, in his capacity as manager responsible for the preparation of the Company’s financial reports declares that the accounting information contained in this Presentation reflects the UniCredit Group’s documented results, financial accounts and accounting records. This Presentation has been prepared on a voluntary basis since the financial disclosure additional to the half-year and annual ones is no longer compulsory pursuant to law 25/2016 in application of Directive 2013/50/EU, in order to grant continuity with the previous quarterly presentations. The UniCredit Group is therefore not bound to prepare similar presentations in the future, unless where provided by law. Neither the Company nor any member of the UniCredit Group nor any of its or their respective representatives, directors or employees accept any liability whatsoever in connection with this Presentation or any of its contents or in relation to any loss arising from its use or from any reliance placed upon it.

Transform 2019 update Capital position Funding & Liquidity Concluding remarks

4 5 6 7

Annex 1Q17 results update

3 2

Agenda

UniCredit at a glance

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UniCredit, a G-SIBs with a strong capitalisation and a solid recurring profitability thanks to cost and risk levers firmly under control

Significantly strengthened capital position through asset disposals and successful €13 bn capital increase Well-diversified franchise in Western Europe and CEE maximizing commercial banking value Active balance sheet de-risking resulting in higher coverage ratio to address asset quality legacy. New coverage translates into a Non Core credit portfolio positioned to sell Cost discipline and efficiency measures to significantly reduce cost income ratio and transform operating model/business processes to a sustainable lower cost structure Lean but steering corporate center to drive Group-wide performance and ensure accountability

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UniCredit: a Pan European Commercial Bank with inherent competitive advantages

Commercial Banking model delivering unique Western, Central and Eastern European network to extensive Retail and Corporate client franchise 25 million clients(1) 78% revenues from Commercial Banking(2) "One Bank" business model replicated across full network, driving synergies and streamlined operations Commercial Banks with leadership position(3) in 12 out of 14 countries(4) CIB plugged into Commercial Banking, enabling cross-selling and synergies across business lines and countries €3 bn joint CIB-Commercial Banking revenues(6) Low risk profile business model benefiting from diversification and a more stable national/regulatory environment 94% revenues in EU 57% outside Italy(5)

• 1. Data as of 1Q17, includes 100% clients in Turkey 2. Data as of 1Q17, CBK Italy, CBK Germany, CBK Austria, CEE. 3. Data as of FY16, ranking between #1 and #5 of market share in terms of total assets according

to local accounting standard 4. Italy, Germany, Austria, Czech Republic, Slovakia, Hungary, Slovenia, Croatia, Bosnia and Herz., Serbia, Russia, Romania, Bulgaria, Turkey 5. Data as of 1Q17 based on regional view.

• 6. Data as of FY16 Includes revenues on GTB, ECM, DCM, M&A, Markets products from Commercial Banking clients and structured financing products from Corporate clients.

Sources: for total assets, central bank statistics, if available, or local company reports

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Strong competitive advantage across countries and products

Strong local Commercial Bank Best in class CIB products provider

Rank by assets in Europe(2) 2 3 1 Germany Austria CEE 1 Italy # clients, m(1) 1.6 1.7 8.8 13.2 21% 27% 9% 43% Italy CEE Austria Germany Revenues by geography(4) EMEA ranking(5) EMEA Bonds in Euro by # of transactions (6) 1 1 Syndicated Loans in Austria(7) 1 Syndicated Loans in Italy (7) 1 Syndicated Loans in Germany (7) 5 Stars for Cash Management in Western Europe and CEE(9) European Trade Finance Power House(8)

• 1. Data as of 1Q17, includes 100% clients on Turkey 2. Data as of FY16, for Austria domestic assets as of end of 2015 on local GAAP (source OeNB), for Germany only private banks; for CEE compared to Erste, KBC,

Intesa Sanpaolo, OTP, RBI, Société Générale (data as of 2015). 3. Data as of 1Q17; peers includes: BNP Paribas, Deutsche Bank, Intesa Sanpaolo, Santander, Société Générale. 4. Data as of 1Q17 based on Regional view.

• 5. Data from league tables as of 1Q17. 6. Source: Dealogic Analytics, per 3 April 2017. Period: 1 Jan – 31 March 2017. 7. Source: Dealogic Analytics, per 3 April 2017. Period: 1 Jan – 31 March 2017. 8. Source:

EuroMoney Trade Finance Survey 2017. 9. Source: EuroMoney (http://www.euromoney.com/Article/3650987/Category/0/ChannelPage/207399/Five-Star-Cash-Managers-2017-When-quality-not-quantity-counts-in- cash-management.html).

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"Go to" bank for European "Mittelstand" Corporates

Loans to corporate in EU zone, €bn(3) Peer 3 Peer 2 UniCredit Peer 1 Peer 5 Peer 4

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Awards

Transform 2019 update Capital position Funding & Liquidity Concluding remarks

4 5 6 7

Annex 1Q17 results update

3 2

Agenda

UniCredit at a glance

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Net profit €907m in 1Q17, up by 40.6% Y/Y thanks to resilient recurring revenues and cost excellence

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Resilient recurring revenues thanks to strong business focus: net interest at €2,564 m, in line with projections, and fees at €1,481 m (+4.5% Y/Y) Operating costs reduced by 3% Y/Y thanks to Transform 2019 actions LLP down by 11.8% Y/Y at €670 m with cost of risk at 60bp (-11.5% Y/Y) Focus on Non Core de-risking, with NPE further down by 1.8% Q/Q, confirming positive AQ trends Net profit at €907 m, up by 40.6% Y/Y adjusted, with gross operating profit +14.6% Y/Y and net

• perating profit +36.1% Y/Y

Solid CET1 ratio at 11.45% fully loaded after successful €13 bn right issues, above 12% considering Pioneer & Pekao disposals and RWA dynamics expected in 2017 Transform 2019 execution on track, delivering tangible results

1Q16 adj. 4Q16 adj. 1Q17 Delta Q/Q Delta Y/Y

4,674 4,327 4,833 +11.7% +3.4%

• 2,976
• 2,930
• 2,886
• 1.5%
• 3.0%
• 760
• 1,486
• 670
• 54.9%
• 11.8%

645

• 352

907 n.m. +40.6% 10.45% 11.15% 11.45% +0.3pp +1.0pp 394.4 390.6 385.3

• 1.4%
• 2.3%

421,077 417,868 419,267 +0.3%

• 0.4%

77,064 56,342 55,300

• 1.8%
• 28.2%

6.1% n.m 9.4% n.m. +3.4pp 63.7% 67.7% 59.7%

• 8.0pp
• 3.9pp

67 132 60

• 72bp
• 8bp

Total revenues Operating expenses Fully loaded CET1 ratio(2) Loans, excl. repos Delta % Q/Q

Group

Loan loss provisions Net profit

Key Figures

4Q16 adj.(1) 1Q17 Gross NPE RoTE(3) Cost income Cost of risk (bp)

Key financial figures – RoTE at 7% at Capital Markets Day perimeter in 1Q17 (9.4% stated)

Delta % Y/Y RWA transitional(2), bn 1Q16 adj.

• 1. 4Q16 adj. for non recurring items of Transform 2019. Stated figures: Revenues: 4.2bn, Costs 3.6bn, LLP 9.6bn, Net loss -13.6bn. 1Q16 adj. for restructuring charges. C/I 4Q16 also adj. for temporary effect of

IFRS5 at 64.5%. 2. 1Q16 CET1 ratio FL PF as published in 2Q16 results. CET1 and RWA 4Q16 PF for cap. increase. CET1 above 12% considering disposals of Pioneer & Pekao (c.1.5p.p.) and RWA dynamics expected in 2017. 3. 1Q17 figures include contribution to net profit from Pioneer & Pekao and exclude the full benefit of capital increase (given avg calculation) and M&A deal on tangible equity. RoTE at 7% at CMD perimeter.

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12.8% 9.3% 9.0% 11.5% 15.4% 57.4% n.m. n.m.

Stated net profit, m

907 406 1Q17 4Q16

• 13,558

1Q16

Net profit divisional breakdown, m

RoTE

317 114 68 336 364 907 CEE CBK Austria CBK Germany CBK Italy Group Non Core

• 206

Group CC

• 104

Fineco 18 CIB

3.8% n.m. 9.4%

RoAC

Group – 1Q17 net profit at €907 m, with CIB, CEE and CBK Italy top contributors

• Net profit progressed Y/Y, underpinned by strong fee generation,

some large client driven transactions in markets and lower LLP

• ROTE at 7% in 1Q17 at Capital Markets Day (CMD) perimeter,

benefitting from seasonally positive performance in 1Q17

7% at CMD perimeter

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1 2 3 4 5 6 7

Agenda

Transform 2019 update Capital position Funding & Liquidity Concluding remarks

4 5 6 7

Annex 1Q17 results update

3 2

UniCredit at a glance

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2019 Target Achieved 5 Strategic Pillars

STRENGTHEN AND OPTIMIZE CAPITAL IMPROVE ASSET QUALITY

• Bold actions taken: disposals of

Pioneer, Pekao and 30% of Fineco

• €13bn rights issue successfully

executed

• Decisive actions to address Italian

legacy issues

• Strengthened coverage ratio
• Further tightened risk discipline

 Solid CET1 ratio at 11.45% fully loaded after successful €13 bn capital increase, above 12% considering Pioneer & Pekao disposals and RWA dynamics expected in 2017  Gross NPE reduced to €55.3 bn, with coverage ratio increased to 56.3%(1) in 1Q17  Improved expect loss on performing stock, from 0.43% to 0.39% in 1Q17  Operational plan on NPE finalized and consistent with both Transform 2019 and ECB guidelines  Disposals of €0.3 bn NPE portfolios in 1Q17 at Group level (additional 0.4bn in 2Q17, already classified as held for sale in 1Q17)(2) CET1 ratio >12.5% NPE Coverage >54% Net NPE ratio 4% Cost of Risk 49bps

Progress Transform 2019 (1/2) 1

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• 1. Gross NPE at 24.4bn in the Group excl. Non Core in 1Q17 with a coverage ratio of 55.2%. Gross NPE at 30.9bn in the Non Core in 1Q17 with a coverage ratio of 57.2%. 2. 1Q17 disposals of NPE at

0.2bn in the Group excl. Non Core (additional 0.4bn in 2Q17, already classified held for sale in 1Q17 ) and 0.1bn in the Non Core. Additional 0.5bn disposals of Non Core NPE already signed in 2Q17.

2019 Target Achieved 5 Strategic Pillars

TRANSFORM OPERATING MODEL

• Transformation of operating model to a

sustainable lower cost structure

• Improve customer focus, services &

products

• €1.6 bn IT investments(1) to support

business transformation  Reduced ~1,900 FTEs in 1Q17: decrease of ~4,500 since December 2015 (32% of target)  Reduction of FTEs in support functions and

• perations by 7%, vs. target of 19% in 2019

 Branch closures in Western Europe on track with 36% of closures achieved out of target of 944 €1.7 bn net cost savings by 2019 C/I ratio <52% MAXIMIZE COMMERCIAL BANK VALUE

• Leverage on CIB leadership
• Increase CEE client penetration
• Enhance cross-selling across business lines

and countries €856 bn TFA Additional €363 m joint CIB-Commercial Banking revenues(3)  Rank #1 in EMEA Bonds in Euro by number of transactions(2)  Simplification of commercial network implemented supported by 500 transformation agents  Strong focus on multichannel approach ADOPT LEAN BUT STEERING CENTER

• Effective steering Group Corporate Center
• KPIs to drive performance and

accountability

• Leaner support functions and transparent

cost allocation Weight of Group Corporate Center on total costs from 5.1% to 2.9% by 2019  New holding organization structure set up(4)  Tangible results in 1Q17, with FTEs down by 5.6% Y/Y and costs down by 10.6% Y/Y

• 1. Excluding €0.7 bn investments to fulfill regulatory demand in 2017-19 2. Source: Dealogic Analytics, per 3 April 2017. Period: 1 Jan – 31 March 2017 3. Includes revenues on GTB, ECM, DCM, M&A,

Markets products from Commercial Banking clients and structured financing products from Corporate clients. 4. Group Risk Management, Planning, Finance & Administration, Human Capital, Group Identity & Communication, Legal, Compliance, Group Institutional & Regulatory Affairs, Strategy and M&A.

944 branch reduction in Western Europe

Progress Transform 2019 (2/2) 1

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Agenda

Transform 2019 update Capital position Funding & Liquidity Concluding remarks

4 5 6 7

Annex 1Q17 results update

3 2

UniCredit at a glance

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11.45%

• 1bp

20% dividends accrual & coupons(2)

• 6bp

Net profit 1Q17 +23bp Dec-16 post

• cap. incr.

11.15% Capital increase(1) 361bp 41bp 320bp Dec-16 7.54% Other(3) +14bp RWA dynamics Mar-17

Fully loaded Common Equity Tier 1 ratio

RWA fully loaded

• CET 1 ratio up by 361bp thanks to the successful completion of €13 bn capital increase concluded in March
• Positive contribution of earning generation and RWA dynamics
• Dividend accrual for full year 2017 will be based on payout ratio of 20% on normalized earnings (excluding disposals)

385.9

• 1. Including the benefit of capital increase and of the reversal of thresholds related to financial participations and Deferred Tax Assets (41bp); Thresholds effect on CET1 ratio transitional is lower due

to phase-in benefit. 2. Coupons on Cashes and AT1 instruments paid in 1Q17 equal to 65.9m. 3. DBO: +1bp, FX: +5bp, AFS: -8bp and other: +1bp

390.7

Group – Solid CET1 ratio FL at 11.45% after successful €13 bn capital increase, above 12% considering Pioneer & Pekao disposals and RWA dynamics expected in 2017

385.7 1 2 3 4 5 6 7

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11.66% +0.1pp Mar-17 15.20% Dec-16 15.08%(1) 12.43%(1) +0.2pp Mar-17 12.65% 9.04% Dec-16 11.49%(1) Mar-17 11.71% +0.2pp Dec-16 8.15%

CET1 transitional Tier 1 transitional Total capital transitional

2016 Basel 3 phase-in 60% , 2017 Basel 3 phase-in 80%

45bn 59bn 35bn 49bn 32bn 45bn Note: Phase-in of net liability related to Defined Benefit Obligation at 40% in 2016 and 60% in 2017.

• 1. Including the benefit of capital increase and of the reversal of thresholds related to financial participations and Deferred Tax Assets. In particular, in 4Q16 was 3.34% for CET1 transitional,

3.39% for Tier 1 transitional and 3.42% for total capital transitional.

Group – Transitional ratios well above MDA after successful €13 bn capital increase, above 12% considering Pioneer & Pekao disposals and RWA dynamics expected in 2017

8.77% MDA 1Q17 10.27% MDA 1Q17 12.27% MDA 1Q17

Capital buffer vs MDA requirements is c. 240bp as of Mar-17

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CET1 Transitional capital buffer vs MDA requirements is expected to be above 300bps by end 2017. CET1 FL capital buffer vs MDA requirements to be above 200bps by end 2019 (assuming constant P2R)

CET1 ratio requirements Total Capital requirements T1 requirements(2)

4.50% 4.50% 2.50% 2.50% 1.77% 3.53% 8.77% MDA level 10.53%

Pillar 2 Guidance (P2G)

Pillar 2 Requirement (P2R) Regulatory buffers(1)

Pillar 2 Guidance (P2G)

CET1 Pillar 1

1Q17 CET1r transitional requirement 2019 CET1r FL requirement (assuming constant P2R)

Target >12.5%

4.50% 4.50% 1.50% 1.50% 2.50% 2.50% 1.77% 3.53%

12.03% 10.27% Regulatory buffers(1) Pillar 2 Requirement (P2R) CET1 T1 Pillar 1

1Q17 T1 transitional requirement 2019 T1 FL requirement (assuming constant P2R)

MDA level Target >14.0%

4.50% 4.50% 1.50% 1.50% 2.00% 2.00% 2.50% 2.50% 1.77% 3.53%

Regulatory buffers(1) 12.27% Pillar 2 Requirement (P2R) CET1 T1 T2 Pillar 1 14.03% MDA level

1Q17 TC transitional requirement 2019 TC FL requirement (assuming constant P2R)

Target >17.1%

• 1. Regulatory buffers include (i) as of 1Q17, Capital Conservation Buffer (1.25%), G-SIBs Buffer (0.50%) and Countercyclical Buffer (0.02%); (ii) as of 2019 Capital Conservation Buffer (2.50%), G-SIBs Buffer

(1.0%) and Countercyclical Buffer (0.03%) which is estimated on the basis of exposures as of March 2017 and of buffers to be applied starting from June 2017 and set by national authorities. 2. In case of a Gap on AT1 1.5% minimum requirement, this can be fulfilled through the P2G, as the P2G is only on top of CET1 requirement and not on top of T1 & Total Capital requirements.

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4.20 Peer 3 4.10 Peer 2 4.08 Peer 1 3.43 Peer 5 UCG 4.62 4.60 4.70 Peer 4 Peer 11 6.60 Peer 10 6.10 UCG 2019 5.60 Peer 9 5.50 Peer 8 5.00 Peer 7 5.00 Peer 6

Solid CET1 fully loaded position among G-SIBs. Target leverage ratio at 5.6% in 2019

FL Basel 3 Leverage Ratio(1) as of Mar-17, %

EU avg. 4.9%

Total Capital, Total Assets & CET1 Fully Loaded(1)(2) as of Mar-17, €bn

74.6 Peer 9 115.2 Peer 10 Peer 11 36.4 42.5 Peer 6 41.0 Peer 5 39.8 Peer 4 Peer 3 36.3 Peer 2 25.1 Peer 1 23.3 Peer 7 Peer 8 44.2 UCG 63.7 42.9

• 1. Leverage Ratio FL where available. Peers: BBVA, BNP, Commerzbank, CASA, DB, HSBC, ISP, ING Bank, Nordea, SAN, SG. 2. CET1 FL calculated as FL CET1 Ratio * RWA.

1Q17 4Q16

Total Assets

490 650 739 1,524 884 1,401 1,565 719 881 1,352 2,198 2,437

€/bn

Total Capital

31.9 32.5 48.8 56.0 56.5 62.9 59.5 58.5 58.6 84.2 94.7 162.7

1Q17 4Q16 18

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Agenda

Transform 2019 update Capital position Funding & Liquidity Concluding remarks

4 5 6 7

Annex 1Q17 results update

3 2

UniCredit at a glance

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Well diversified and centrally coordinated funding and liquidity profile

• 1. Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Romania, Russia, Slovakia, Slovenia, Serbia and Turkey.

Local funding and self-sufficiency principle is part of overall Group funding plan while leveraging on local knowledge (well established issuance platform in Germany e.g. Covered Bond/Pfandbriefe)

CEE Banks (11 CEE countries(1)) Western Europe

• UniCredit SpA is operating as the Group Holding as well as the Italian
• perating bank:

 TLAC issuer assuming Single-Point-of-Entry (SPE)  Coordinated Group-wide funding and liquidity management to optimize market access and funding costs  Diversified by geography and funding sources

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50 8 117

Strong Group liquidity position

1Q17 strong liquidity buffer Already compliant with key liquidity ratios

• €167 bn liquid assets immediately available,

well above 100% of wholesale funding maturing in 1 year

• UniCredit S.p.A. LCR and NSFR >100%

Additional eligible assets available within 12 months(1) Cash and Deposits with Central Banks Unencumbered assets (immediately available)

175 167

€bn

LCR NSFR(2) >100% >100%

• 1. Unencumbered assets are represented by all the assets immediately available to be used with Central Banks. Additional eligible assets (available within 12 months) consist of all the other

assets eligible within 1 year time. 2. As of 31 Dec'16.

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2017-2019 Group Funding Plan

22.9 3.5(2) 14.1 20.0 8.2 10.1 78.7

TLAC funding plan

(ex. AT1)

Supranational Total funding plan €bn, to be issued over plan period Covered Other wholesale M/L term AT1 Other senior bonds

2017-19 Group Funding Plan

Italy CEE(1) Germany Austria

33.6% 4.0% 19.6% 42.8% 78.7bn

2017-19 Strategy

• Very conservative funding plan given the

current regulatory uncertainty to mitigate any execution risk

• Group ML Term funding plan envisages

cumulated bond issuances of c. €79 bn with a carefully selected array of debt and capital instruments

• The funding plan has been put in place to

ensure that TLAC and MREL requirements are respected over the next three years

• The recent set-up of a $30 bn 144a / RegS

Global MTN combined Program will allow the bank to further diversify its funding sources and tap investors globally

by Product by Country

• 1. Including Turkey at 100%. 2. €3.5 bn AT1 planned of which €500 m AT1 already executed in December 2016.

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2017 Medium-Long Term Funding Plan (1/2)

M/L term run offs by region(1) 2017 M/L term Funding plan

18.5% 3.5% 28.2% 49.8% Italy Germany Austria 26.9bn

2017 (Planned)

CEE(2)

• 1. Inter-company funding not included. 2. Including Turkey at 100%. 3. As of 28th of April 2017.

16.8% 0.9% 39.1% 43.2% Italy Germany Austria 6.4bn

2017 (Realized)(3)

CEE(2) CEE(2) Austria 11.2% 25.3% 51.8%

2017

33.8bn 16.3% 7.5% 17.1% 59.0% Germany Italy

2019

13.6bn

9.5%

18.4% 25.0% 47.0%

2018

20.8bn 11.6%

TLTROII split by country

CEE

1.9%

Austria

7.8%

Germany

24.6%

Italy

65.7%

• Taking also advantage of the last additional

TLTROII take-up of c. €24.4 bn during the recent auction in Mar-17, the Group is leveraging on €51.2 bn of TLTROII

As of April 28th, c. 24% or c. €6 bn of the 2017 Group Funding Plan is executed

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2017 Medium-Long Term Funding Plan (2/2)

M/L term run offs by product(3) 2017 M/L term Funding plan by product

2017 (Planned)

• 1. Secured funding: Public Sector & Mortgage Covered Bonds and Supranational Funding. 2. As of 28th of April 2017. 3. Inter-company funding not included.

12.8 9.0 6.6 17.9 9.4 6.0 3.2 2.4

2019

13.6bn 1.0

2018

20.8bn

2017

33.8bn Secured Funding(1) Senior Bonds Bank Capital Bonds 14.9 4.8 8.6 3.5 6.4bn 1.6 0.0 26.9bn Senior Bonds Secured Funding(1) Bank Capital Bonds

2017 (Realized)(2)

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Investor breakdown

By Investor Type By Geography

Highlights

• Inaugural issue under the new $30 bn 144a / RegS Global

MTN combined Program

• On Apr-17, UC successfully issued $1,250 mn with

3.750% semi annual coupon rate at 5yr and $750 mn with 4.625% semi annual coupon rate at 10yr

• Well diversified geographical distribution across both

tranches with high quality accounts

• The order book peaked above $6 bn with more than 200

investors

• Allocation:

– 5-year tranche was mainly allocated to North America (52%), UK & Ireland (14%), Asia and ME (8%) – 10-year tranche was mainly allocated to North America (59%), Asia and ME (14%), UK & Ireland (10%)

• Both the 5-year and the 10-year tranche were mainly

allocated to high quality Asset Managers, Insurance & Pension Funds, Banks and Private Banks

84.0%

Apr-2022 Apr-2027

UniCredit SpA has successfully issued its inaugural $2 bn Senior Unsecured Dual-Tranche Apr-2022 & Apr-2027

• 1. Italy 10%, Switzerland 4%, France 3%, Nordics 2%, UK/Ireland 14% and Germany/Austria 4%. 2. Italy 2%, Switzerland 2%, France 1%, Nordics 5%, UK/Ireland 10%, Germany/Austria 1% and

Benelux 5%

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25

Asset managers

6%

Banks/PB

84% 4%

Insurance/PF

1% 5%

SAS Others

8%

• N. America

Others

52% 3%

Europe(1) 37% Asia&ME

4%

Others Insurance/PF

74%

Banks/PB

3% 14% 3%

Asset managers SAS Corporate

2% 14%

• N. America

Others

59% 1%

Europe(2) 26% Asia&ME

TLAC (Pillar 1 MREL) issuance plan (1/2) Over 17% TCR with almost €70 bn of bank capital instruments for 2019

Funding plan based on conservative case - TLAC compliant

2019 assumed TLAC requirements(1) (Pillar 1 MREL) TLAC building blocks Total issuance over the Plan

4.5% CET1 1.5% AT1 2.0% Tier 2 8% TLAC eligible instruments 2.5% Capital conservation buffer 1.0% G-SIBs 19.50%(2)

Subordination requirements

17.0% 2.5% Senior Bond exemption 16.0% CET1 AT1 Tier 1 ratio Capital ratio Tier 2 TLAC ratio + buffers Old Senior outst. TLAC eligible (€5.6 bn) Senior bond Funding Plan Senior non preferred Funding Plan >12.5% 1.5% >14.0% >17.1% 1.4% 3.1% 1.1% 3.3% >23.0%

Not part of the issuance plan

2.5% of RWA met with senior bonds

€3.5 bn(3) €5.0 bn €4.5 bn €13.35 bn

• 1. UniCredit view on current regulations which may be subject to change. Assuming UniCredit as Single Point of Entry (SPE) and all the TLAC instruments have to be issued by UniCredit S.p.A.; 2. 21.50% by

Jan-2022. Assuming Counter-Cyclical Buffer set at 0%. Plan RWAs 2019 €404 bn vs. €362 bn as of 9m16 presented during CMD. 3. €3.5 bn AT1 planned of which €500m AT1 already executed in Dec 2016.

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TLAC (Pillar 1 MREL) issuance plan (2/2)

• Over the Transform 2019, UniCredit envisages to issue €8.5 bn of capital instruments, of which €3.5 bn Additional Tier 1 and €5.0 bn Tier 2

– The €3.5 bn Additional Tier 1 (€500 mn AT1 already executed in December 2016) will be issued in order to fill the 1.5% Additional Tier 1

• bucket. UCG envisages to issue c.€1.0 bn each year during the Transform 2019 plan

– The €5.0 bn Tier 2 will be issued to reach the 3.0% Tier 2 bucket, above the 2.0% minimum requirement, needed to achieve and preserve 17% Total Capital Requirement (TCR) for TLAC/MREL subordination requirement. UCG envisages to issue c.€1.5/2.0 bn each year during the Transform 2019 plan

• The BRRD II is currently being amended and expected to be approved by the EU Parliament by mid-2017. Delays in the EC’s common

harmonisation of creditor hierarchy could hamper UCG’s ability to raise Senior Non-Preferred in the near future.

• In that context, UCG will continue to explore alternative solutions and at the same time to keep issuing bank capital instruments and old

style seniors so as to be compliant with TLAC/MREL requirement

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27

Agenda

Transform 2019 update Capital position Funding & Liquidity Concluding remarks

4 5 6 7

Annex 1Q17 results update

3 2

UniCredit at a glance

1

28

Concluding remarks 1

2 3 4 5 6 7

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Resilient recurrent revenues thanks to strong business focus, with net interest stabilizing, strong trading profit and improved fees Operating costs reduction confirmed thanks to Transform 2019 actions Cost of risk at 60bp, confirming target for 2017 at 65bp Non Core run down further continued with NPE down, confirming positive asset quality trends Net profit at €907 m, up by 40.6% Y/Y adjusted as a result of improved operating profitability Solid CET1 ratio at 11.45% fully loaded after successful 13bn right issue, above 12% considering Pioneer & Pekao disposals and RWA dynamics expected in 2017 Transform 2019 target confirmed

Agenda

Transform 2019 update Capital position Funding & Liquidity Concluding remarks

4 5 6 7

Annex 1Q17 results update

3 2

UniCredit at a glance

1

30

Ratings Overview

SpA BBB-/Stable/A3(1) (bbb-)(2) Baa1/Stable/P2(1) (ba1)(2) BBB/Stable/F2(1) (bbb)(2)

 “The successful completion of the rights issue and evidence of execution on cost savings and the disposal of nonperforming assets could result in an improvement in its stand-alone credit profile over the next 12-18 months”  “...very large capital raising coupled with a reduction in problem loans and increased provisioning coverage places the bank in a better position to meet the challenges of an adverse operating environment in Italy...”  “…the planned recapitalisation, sale of non-performing loans and cost-cutting measures, if achieved, are all positive for creditors”

Issuance Ratings Issuance Ratings Issuance Ratings UC SpA T2 AT1 OBGI (Ital CB)(5) OBGII (Ital CB)(6) BB nr A nr UC SpA T2 AT1 OBGI (Ital CB)(5) OBGII (Ital CB)(6) Ba1 nr Aa2 nr UC SpA T2 AT1 OBGI (Ital CB)(5) OBGII (Ital CB)(6) BBB- B+ AA AA Italy BBB-/Stable/A3(1) Baa2/Negative/P2(1) BBB/Stable/F2(1) BBB/Develop(3)/A2(1) (bbb+)(2) A2(4)/Stable/P1(1) (baa2)(2) BBB+/Negative/F2(1) (bbb+)(2) BBB/Negative/A2(1) (bbb)(2) Baa1/Stable/P2(1) (baa3)(2) BBB+/Negative/F2(1) (bbb+)(2)

• 1. Order: Long-Term Senior Unsecured Debt Rating / Outlook or Watch-Review / Short-Term Rating / Stable = Stable Outlook; 2. Stand-Alone Rating; 3. Outlook "developing" due to (i) uncertainties around

resolution process and (ii) related questions about sustainability of ALAC (Additional Loss-Absorbing Capacity) buffer; 4. Deposit rating shown, while Senior Debt at 'Baa1/Stable/P1; 5. Soft Bullet; 6. Conditional Pass Through

1 2 3 4 5 6 7

31

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Italy Macro Outlook 2016 positive GDP growth, Deficit and Debt to GDP ratio under control

Key Highlights

• Third largest economy in the eurozone; after Germany and France
• Positive GDP Growth: +1.0% in 2016; the recovery is ongoing,

although it remains moderate

• Deficit/GDP Ratio under control: in 2016 it stood at -2.4% and is

expected to slow to -2.0% in 2018

• Public Debt/GDP ratio at 132.6% in 2016. It is expected to broadly

stabilize at the current level over a two year forecast horizon

• The public debt needs to be viewed together with one of the lowest

Non-financial private sector debt in Europe at 118% of GDP

• Italy primary surplus (1.7% of GDP 2017 estimated) is one of the

best amongst European countries

• Low foreign debt: c. 60% of Italian sovereign bonds are held by

domestic investors(1)

• Unemployment rate at 11.7% only slightly above European average

10% and well below Spain (19.6%)

• Trade Balance Rebalancing: strong trade balance surplus since

2012

GDP Growth, % Debt/GDP, % Unemployment rate, % Italian trade balance, bn

1.6 1.8 1.8 1.1 1.2 1.1 0.9 0.8 1.0 2.0 2.4 3.2 2018 2017 2016

SP IT FR GE

65.3 67.0 69.0 95.8 96.1 96.2 132.6 133.0 132.6 100.2 100.0 99.5 2018 2017 2016

SP IT FR GE

6.8 6.4 6.1 9.7 9.9 10.0 11.1 16.2 17.5 19.6 2018 2017 11.5 2016

11.7 SP IT FR GE

29 10

• 26
• 30
• 6
• 13
• 9
• 20

52 42 42

16 15 14 13 12 11 10 09 08 07 06

• 1. Source: Bank of Italy, FY16.

1 2 3 4 5 6 7

UniCredit has been placed into 1.0% bucket of G-SIBs List

Bank of America, BNP Paribas, Deutsche Bank, HSBC Barclays, Credit Suisse, Goldman Sachs, Industrial and Commercial Bank of China Limited, Mitsubishi UFJ FG, Wells Fargo Agricultural Bank of China, Bank of China, Bank of New York Mellon, China Construction Bank, Group BPCE, Group Crédit Agricole, ING Bank, Mizuho FG, Morgan Stanley Nordea, RBS, Santander, Societe Generale, Standard Chartered, State Street, Sumitomo Mitsui FG, UniCredit, UBS 2.0% 1.5% 1.0% Citigroup, JP Morgan Chase 2.5% (Empty) 3.5% Bucket G-SIBs

Note: G-SIBs as of November 2016 allocated to buckets corresponding to required levels of additional capital buffers

1 2 3 4 5 6 7

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Group excl. Non Core – Asset quality further improved in the quarter with lower NPE, improved NPE ratios and strengthened coverage ratios

Non performing exposures, bn

• 2.0%
• 5.2%

Mar-17 24.4 10.9 Dec-16 24.9 11.3 Mar-16 25.7 13.1 Coverage ratio Gross NPE ratio Net NPE

• .w. Gross bad loans, bn
• .w. Gross unlikely to pay, bn

+1.7%

• 1.2%

Mar-17 11.1 6.5 Dec-16 11.0 6.4 Mar-16 11.3 7.3 Coverage ratio Net UTP

• 7.1%
• 4.8%

12.1 3.7 Dec-16 Mar-17 12.7 4.1 Mar-16 13.0 4.8 Coverage ratio Net bad Loans Net NPE ratio 49.1% 54.7% 55.2% 5.9% 5.6% 5.4% 3.1% 2.6% 2.5% 63.1% 67.9% 69.8% 35.2% 41.6% 41.6%

• 0.2bn disposals in 1Q17
• Additional 0.4bn in

2Q17, already classified held for sale

• 1. Gross NPE including gross bad loans, gross unlikely-to-pay and gross Past due. Past due at 1.17bn in 1Q17 (-59m Q/Q and -264m Y/Y).

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1 2 3 4 5 6 7

• 4.0%
• 8.9%

Mar-17 11.7 6.4 Dec-16 12.2 6.7 Mar-16 12.9 8.7

• 1.8%
• 39.8%

Mar-17 30.9 13.2 Dec-16 31.5 13.7 Mar-16 51.4 24.4 Net NPE

• .w. Gross unlikely to pay, bn

Coverage ratio Net UTP

• 0.5%
• 49.7%

Mar-17 19.0 6.7 Dec-16 19.1 6.9 Mar-16 37.7 15.1 Coverage ratio Net bad loans

1 .Gross NPE including gross bad loans, gross unlikely-to-pay and gross Past due. Past due at 229m in 1Q17 (+26m Q/Q and -522m Y/Y).

Coverage ratio Gross NPE ratio Net NPE ratio

Non performing exposures(1), bn

• .w. Gross bad loans, bn

Non Core – NPE continued to reduce Q/Q mainly thanks to improving flows. Coverage ratio up by 80bp Q/Q to 57.2%

52.5% 56.4% 57.2% 84.9% 84.8% 85.0% 73.5% 71.7% 71.7% 60.0% 64.0% 64.6% 32.2% 44.7% 45.7%

• 0.1bn disposals

in 1Q17

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Asset quality across all divisions

113,410 3.7% 1.7% 2.0% 0.0% 53.4% 62.8% 45.4% 141,634 7.0% 3.4% 3.2% 0.5% 53.5% 69.6% 39.9% 84,181 2.6% 2.1% 0.4% 0.0% 50.8% 56.9% 24.4% 49,166 4.6% 2.3% 2.3% 0.1% 59.8% 84.9% 35.7% 65,127 9.4% 4.0% 5.0% 0.5% 58.4% 79.0% 44.1% 36,360 85.0% 52.2% 32.3% 0.6% 57.2% 64.6% 45.7% 486,018 11.4% 6.4% 4.7% 0.3% 56.3% 66.6% 43.7%

Note: total gross loans including repos and intercompanies on divisional data.

Gross Loans, bn

Group, 1Q17 CBK Italy

Gross NPE ratio, % Bad loans ratio, % UTP ratio, % Past due ratio, % NPE coverage, % UTP coverage, %

CBK Germany CBK Austria CIB CEE Non Core

Bad loans coverage, %

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