THROUGH OBG OBBLIGAZIONI BANCARIE GARANTITE Investor presentation - - PowerPoint PPT Presentation

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THROUGH OBG OBBLIGAZIONI BANCARIE GARANTITE Investor presentation - - PowerPoint PPT Presentation

UNICREDIT CONDITIONAL PASS- THROUGH OBG OBBLIGAZIONI BANCARIE GARANTITE Investor presentation September 2018 Agenda Executive Summary 1 OBG Program 2 Residential and Commercial Mortgage Market 3 Appendix 4


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SLIDE 1

Investor presentation

September 2018

UNICREDIT CONDITIONAL PASS- THROUGH OBG OBBLIGAZIONI BANCARIE GARANTITE

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SLIDE 2

Agenda

2

  • Executive Summary
  • OBG Program
  • Residential and Commercial Mortgage Market
  • Appendix
  • Pass-Through vs Soft Bullet
  • Legal framework and Programme's tests
  • Main Underwriting criteria and Collection Policies
  • Current Cover Pool as of 30 June 2018
  • Contacts

1 2 3 4

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SLIDE 3

3

Executive Summary

A programme that ticks all the boxes

Executive Summary

1 2 3 4

Solid capital and liquidity position

Global SIFI Champion Issuer

Italian Legislative Programme

Aa2/stable rated by Moody's

Solid Programme Structure

De-linkage from the rating of the Issuer

No hedging envisaged

UCITS compliant

CRR compliant

Preferable Regulatory Treatment

Solvency II compliant

LCR Level 1 compliant

ECB CBPP3 eligible

Exempt from Bail - in

Prime seasoned granular portfolio

ECBC Label

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SLIDE 4

Executive Summary

The rational behind

*As of 30th June 2018. Please refer to annex Current Cover Pool for details. An additional Eur 2,7 bn Residential Mortgage loans portfolio was assigned in july 2018.

4

1 2 3 4

Executive Summary

Conditional pass-through Mixed Portfolio

  • Highly rated covered bonds (Aa2/stable)
  • Rating stability thanks to the de-linkage from the rating of the Issuer
  • LCR Level 1 eligibility
  • The length of extension is mitigated by semi-annual pool auctions and by the limited weighted

average life of the portfolio (7.8 years)

  • Extension is not an option of the Issuer and only occurs following an Issuer Event of Default
  • Alignment to other UniCredit's covered bond programmes (Germany, Austria) and to cover pools in
  • ther jurisdictions (Spain, Denmark and Germany)
  • One of the European covered bond programmes with the lowest component of commercial assets

contractually capped to 30% of the total portfolio

  • Very granular and seasoned portfolio with debtors resilient throughout the crisis
  • Maintain a focus on retail clients and families
  • Foster Italian real economy which strongly relies on SMEs
  • Approximately 93%* of the cover pool backed by residential assets
  • Unindexed weighted average current loan to value 45,1%
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SLIDE 5

Agenda

5

  • Executive Summary
  • OBG Program
  • Residential and Commercial Mortgage Market
  • Appendix
  • Pass-Through vs Soft Bullet
  • Legal framework and Programme's tests
  • Main Underwriting criteria and Collection Policies
  • Current Cover Pool as of 30 June 2018
  • Contacts

2 1 3 4

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SLIDE 6

OBG Programme

Summary of the Programme

6

OBG Programme

2 1 3 4

MAIN FEATURES

Issuer UniCredit S.p.A. ("UCI" or "UniCredit") Seller UniCredit Programme Size Euro 25 billions OBG Guarantor UniCredit OBG S.r.l. Cover pool* Euro 18,7 bn residential mortgages (including 1,0 bn of mortgages granted to UniCredit's employees currently equal to 5% capped at 15% of total portfolio) and Euro 1.3 bn secured loans to small-and-medium enterprises ("SMEs"), currently equal to 6,5% (capped at 30% of total portfolio). Current WAL of the cover pool: about 8 years Maturity Bullet, switching to conditional pass-though with 38-year extension period (in case

  • f an Issuer Event of Default has occurred)

Listing Luxembourg Rating Aa2/stable by Moody's Payment Date Quarterly (or monthly in case an Issuer Event of Default has occurred) Overcollateralisation* Quarterly test. Minimum contractual overcollateralisation of 7.5% against an available overcollateralisation of 15% Hedging No hedging envisaged Paying Agent BNP Paribas, Milan branch Account Bank UniCredit S.p.A. Asset Monitor BDO Governing law Italian Risk-weighting 10% (in accordance with CRR Article 129) Liquidity coverage ratio eligibility Level I ECB eligibility Yes Compliant to UCITS, CRR, Solvency II and ECBC label

KEY BENEFITS

Double recourse

  • UniCredit's obligation to redeem the OBG at Maturity Date
  • Recourse on UniCredit OBG S.r.l. in case of UniCredit's default

Protection

  • Bail-in exempt

Regulatory treatment

  • Compliant to LCR, UCITS, CRR , Solvency II

Eligible to

  • ECB, ECB CBPP3, ECBC label

Stable rating

  • High de-linkage from Issuer rating (given the current Moody's

methodology, the OBG's rating can remain rated Aa2 as long as the rating of the Issuer's IDR remains Baa3 or higher) Strong structure

  • No hedging
  • Strong and severe Programme Tests
  • Cash reserve covering interest due on OBG over the next 3

months plus a buffer for senior expenses

  • Cash trapping mechanism and cristallization of the cover pool

in case an event of default of the Issuer has been occurred

  • Portfolio concentration limits envisaged in the documentation

*As of 30th June 2018 Source UniCredit

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SLIDE 7

OBG Programme

CPT Mechanism: Main Features

7

OBG Programme

2 1 3 4 CONDITIONAL PASS-THROUGH MECHANISM: MAIN FEATURES

RATIONALE Conditional pass-through structure addresses refinancing risk (maturity of the covered bonds versus amortising assets) WHEN IS IT TRIGGERED? The pass-through repayment of an OBG Series is conditioned to the occurrence of all the following conditions :

  • the Issuer has defaulted and is no longer available to redeem the OBG;
  • an OBG reaches its Maturity Date;
  • the OBG Guarantor does not have sufficient funds to redeem the maturing OBG

HOW DOES IT WORK ?

  • Once an OBG becomes pass-through the Maturity Date is extended of 38 years
  • The OBG Guarantor attempts to sell (a randomly selected part of) the pool every 6 months and sells it
  • nly if the proceeds from the sale are sufficient to redeem the relevant pass–through OBG without a loss

and to make provisions towards accumulation for the Earliest Maturing OBG, without deteriorating the Amortisation Test for the benefit of the remaining outstanding OBG

  • In the meantime, the OBG Guarantor distributes principal proceeds and excess interest pari passu to

the pass-through OBG and makes any interest and principal payments due on the non pass-through OBG at the due date

  • During the extension period, coupon payments will be indexed to floating rate and be paid on a

monthly basis, as in the soft bullet structure TIME SUBORDINATION There are different features envisaged in the Programme to protect the long-dated OBGs bondholders:

  • the OBG Guarantor may only sell assets randomly selected;
  • there is a Selected Assets Required Amount clause ("SARA") which limits the amount of assets

which may be sold;

  • the Amortisation Test is set at 75% of the OC applicable before the occurrence of an Issuer Event of

Default;

  • a breach of the Amortisation Test will result in an acceleration of all the OBG (i.e. irrespective of

their maturity date) UniCredit OBG Srl (OBG Guarantor) UniCredit (Issuer, Seller, Servicer, Sub Loan Provider) Asset Monitor OBGs Asset evaluation monitoring First Demand Guarantee Cover Pool Structure diagramme * By assuming a 2% CPR, 0% default rate, no asset disposal, the OC would build up to reach approximately 50% after 4 years, given the benefit of the cash flow trapping 0% 10% 20% 30% 40% 50% 60% 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Overcollateralisation Quarters Expected Increase OC in Pass-Through Scenario 2y 1y 3y 4y

*

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SLIDE 8

OBG Programme

Current cover pool*

8

OBG Programme

2 1 3 4

** Please refer to the prospectus for more information about the eligibility criteria Residential portfolio specific criteria  LTV <=80%  1st economic lien Secured Commercial portfolio specific criteria  LTV <=60%  1st economic lien

Cover Pool Overview

Main general eligibility criteria **

Common criteria  Debtor: Italian Residency  Property located in Italy  Mortgage governed by Italian Law  Euro denominated mortgage  No Public sector Debtors  At least one instalment paid Common criteria  Annuity / Linear amortisation  No Subsidised loans  No arrears as at the valuation date *As of 30th June 2018 Source UniCredit

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SLIDE 9

Agenda

9

  • Executive Summary
  • OBG Program
  • Residential and Commercial Mortgage Market
  • Appendix
  • Pass-Through vs Soft Bullet
  • Legal framework and Programme's tests
  • Main Underwriting criteria and Collection Policies
  • Current Cover Pool as of 30 june 2017
  • Contacts

4 1 2 3

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SLIDE 10

Macroeconomic Overview: Italian growth momentum

10

Residential and Commercial Mortgage Market

3 1 2 4 Forthcoming ending ECB easing policy to push yields up Italy: beginning of 2018 on a moderate path Macroeconomic forecasts

 In 1H18, annualized EMU GDP growth was an unimpressive 1.5%, mainly due to a loss of momentum in global trade. Unless protectionist and EM pressures intensify, GDP growth will probably reaccelerate to an annualized pace of about 2% in 2H18.  ECB's QE will be terminated by the end of 2018 and we forecast that the first hike in the deposit rate will be in September 2019.  The latest Italian growth data also showed a moderation in economic activity in 1H18, and manufacturing sector indicators suggest some weakening ahead, also due to domestic policy

  • uncertainty. We expect economic activity to grow at an annualized

pace of about 1.2% in 2H18.  Credit conditions in the private sector remain loose and bank lending has picked up moderately

1.00 1.10 1.20 1.30 1.40 1.50 1.60

  • 1.0

0.0 1.0 2.0 3.0 4.0 5.0 6.0 Sep-09 Oct-10 Nov-11 Dec-12 Jan-14 Feb-15 Mar-16 May-17 Jun-18 ECB Rate 5-Year Swap 3M Euribor EUR/USD

  • 4.0
  • 3.0
  • 2.0
  • 1.0

0.0 1.0 2.0

  • 2.0
  • 1.5
  • 1.0
  • 0.5

0.0 0.5 1.0 4Q10 4Q11 4Q12 4Q13 4Q14 4Q15 4Q16 4Q17 4Q18 4Q19 GDP (in %, qoq) GDP (in %, yoy, rs)

Real GDP (% yoy) CPI (% yoy) Refi Rate (EoP) 2017 2018 2019 2017 2018 2019 2017 2018 2019 Eurozone 2.5 2.2 1.9 1.5 1.7 1.5 0.00 0.00 0.00 Germany 2.2* 2.0* 1.9* 1.7 2.1 1.9

  • France

2.3 1.8 1.6 1.0 1.9 1.5

  • Italy

1.6 1.3 1.2 1.2 1.2 1.3

  • Spain

3.1 2.7 2.1 2.0 2.1 1.9

  • Austria

3.0 2.8 2.0 2.1 2.2 2.0

  • Greece

1.3 2.1 1.9 1.1 0.9 1.2

  • Portugal

2.7 2.1 1.7 1.6 1.4 1.3

  • * non-wda figures. Adjusted for working days: 2.5% (2017), 2.3% (2018)

and 1.9% (2019)

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SLIDE 11

Residential Mortgage Market: Low interest rates to keep momentum in housing market

11

Residential and Commercial Mortgage Market

3 1 2 4

 In 2017 the mortgage and housing markets in EU continue to benefit from a favorable environment with positive growth data and low interest rates  In Q1 2018 new lending volumes experienced a contraction given a very high number of new lending granted during the 2017  In this scenario, the Italian picture shows that roughly 65%

  • f borrowers opted for fixed rate formats (as of Q1 2018)

House Price Indices Representative Mortgage Rates (%) Mortgage Markets Breakdown by Interest rate Type (%) - New Loans - Italy Gross Residential Mortgage Lending (Million EUR)

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SLIDE 12

Italian SMEs: recovery is on solid footing regarding both the balance sheet and income

12

Residential and Commercial Mortgage Market

3 1 2 4

 Backbone of Italian economy: The overwhelming majority

  • f enterprises active in the Italian economy, the third-largest

in Europe after the German and the French ones, are SMEs  The SMEs key role: SMEs play a more important role in the non-financial business economy in Italy. The share of SME value added is two thirds and the share of SME employment is 78.6 %. The proportion of SME value added and employment is more than 10 percentage points higher than in the rest of the EU  In 2017 Italian SMEs continued to grow and their profitability has bounced back near pre-recession levels thanks also to the ECB's expansionary monetary policy has led to a further reduction in the cost of debt for SMEs

SME investment* trend

Source: 2017 SMEs Cerved Report

SME trends in Italy

Source: EU Commission – Small Business Act (SBA) project for SMEs SME Italy EU SME

SMEs Employment (Index: 2008=100) SMEs Value Added (Index: 2008=100)

Investments in plant, property and equipment, expressed as a percentage of tangible fixed assets the previous year

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SLIDE 13

Agenda

13

  • Executive Summary
  • OBG Program
  • Residential and Commercial Mortgage Market
  • Appendix
  • Pass-Through vs Soft Bullet
  • Legal framework and Programme's tests
  • Main Underwriting criteria and Collection Policies
  • Current Cover Pool as of 30 June 2017
  • Contacts

4 1 2 3

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SLIDE 14

Soft Bullet CB (OBG I) compared to CPTCB (OBG II)

14

OBG Programme

2 1 3 4

Soft Bullet CBs (OBG I) CPTCB (OBG II)

Rating

  • Covered bonds rating: AA/Negative (Fitch); Aa2/Stable

(Moody’s); AA-/Stable (S&P)

  • LCR Level 1 eligibility
  • Covered bonds rating: Aa2/Stable (Moody's)
  • LCR Level 1 eligibility

Cover Pool Composition

  • 100% residential mortgage loans
  • Residential & secured commercial mortgage loans (secured commercial

mortgage loans, capped at 30%, loans to employees capped at 15%)

  • Currently, approximately 93%* of the cover pool backed by residential

assets

Legal maturity date

  • The issuer is liable to repay each OBG series at the maturity

date

  • In case the Issuer is insolvent and the OBG Guarantor has

insufficient funds to repay in full the OBG at the maturity date, the maturity date will automatically be extended by 1 year and any unpaid and due amount shall be payable by such date

  • The issuer is liable to repay each OBG series at the maturity date
  • In case the Issuer is insolvent and the OBG Guarantor has insufficient funds

to repay in full the OBG at the maturity date, the OBG will switch to pass- through and the maturity date will be extended by 38 years

Refinancing or sale

  • f pool at expected

maturity

  • Only 12 months to refinance or sell (a randomly selected part
  • f) the pool
  • In case funds are not sufficient to redeem the OBG at the

extended maturity date asset sale becomes mandatory

  • A fail to sell causes an acceleration of the programme (fire

sale) in case the available funds are not sufficient to repay in full the OBGs at the end of their extension period

  • 6 months rolling to refinance or sell (a randomly selected part of) the pool
  • Assets sale is not mandatory: the OBG Guarantor attempts to sell (a

randomly selected part of) the pool every 6 months and sells it only if the proceeds from the sale are sufficient to redeem the relevant pass–through OBG without a loss and to make provisions towards accumulation for the Earliest Maturing OBG, without deteriorating the Amortisation Test

  • A fail to sell before the end of the extension period does not cause an

acceleration of the programme

Cover pool sale

  • The OBG Guarantor may have to accept a haircut in case of

a forced sale under a severe stress scenario (in case of an Issuer Event of Default has occurred)

  • Given the 38-years extension period and the conditional cover pool sale

mechanism, refinancing risk in a forced sale scenario is mitigated

Hedging arrangements

  • A hedging agreement is in place to mitigate the interest rate

and currency risks. UniCredit is the hedging counterparty

  • No hedging envisaged; Moody's has considered such feature into its

analysis and therefore in the required OC

Over Collateralization

  • 21% (Fitch; January‘18)**
  • 0% for the Amortisation Test
  • 7,5% (Moody's request is 3%**; May ‘17)
  • 5,625 % for the Amortisation Test (75% of the latest applicable OC)

*As of 30th June 2018 ** Break even overcollateralization excluding the set off and commingling amount Source UniCredit

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SLIDE 15

15

Appendix

4 1 2 3

Pass-Through

Issuer event of default

Soft-bullet

Repayment at maturity date

No

Are cash flows sufficient to repay the bonds?

Yes

Is the ongoing amortisation test passed (min 75% OCT)?

Yes No t=0 Maturity Date

CB switched to pass-through until the extended maturity date (+38yrs) Are the proceeds from the 6-month periodic loan sale sufficient to repay the

  • utstanding CBs at the

extended maturity date?

Yes Yes

Guarantor event of default

No No

Repayment of all the outstanding PT CBs and accumulation for repayment

  • f the earliest

maturing CB Acceleration of all the

  • utstanding CBs and sale
  • f the portfolio

Repayment of all the outstanding CBs

If possible

Issuer event of default Repayment at maturity date

No

Are cash flows sufficient to repay the bonds?

Yes

Is the ongoing amortisation test passed (no min OCT)?

Yes No

CB maturity date extended (+1yr) Fire sale of the portfolio to repay the earliest maturing CB

Yes Yes

Guarantor event of default

No No

Repayment of the earliest maturing CB Acceleration of all the

  • utstanding CBs and sale
  • f the portfolio

Repayment of all the outstanding CBs

If possible

Repayment at immediately following payment date Repayment at immediately following payment date Are cash flows sufficient to repay the bonds?

Yes No

Are cash flows sufficient to repay the bonds?

Yes No t=0 Maturity Date t = every Payment Date until the Extended Maturity Date t = 365 days after the Maturity Date t = every 180 days until the Extended Maturity Date t = 30 days after the Maturity Dae

Pass-Through vs Soft-Bullet Covered Bond

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SLIDE 16

Pass-Through vs Soft-Bullet Covered Bond

16

Appendix

4 1 2 3

 The conditional pass-through structure allows the maturity of a series of Covered bond to be extended to the legal final maturity date (i.e 38 years from the initial maturity date) if:  an OBG reaches its maturity date;  UniCredit defaults or does not manage to make the payment on the series that is maturing  The available funds of the Guarantor are not sufficient to redeem in full the series at its maturity date  Upon the relevant series being extended, the guarantor will use the available funds pari-passu and pro-rata to make principal and interest payments on the pass-through series of covered bonds and on the non-pass-through covered bonds. If necessary, funds will be accumulated to make payments on the earliest maturing covered bonds. This mechanism, together with the amortisation test, mitigates the risk of time subordination.  The switch to conditional pass-through, mitigates refinancing risk since the amortisation of the covered bonds would be in line with the amortisation of the portfolio. Additionally, the administrator will have the possibility, but not the obligation, to sell part of the portfolio every 6 months; the administrator will sell the portfolio only if the sale price would not cause losses on the covered bonds and if the Amortisation test is satisfied. This prevents the need of a fire-sale of the portfolio and thus possible losses to be borne by investors.  In soft bullet covered bonds, in order to bridge maturity mismatches, sales of portfolio have to be made within the extension (in Italy up to 15 months). This would result in a fire sale of the portfolio and consequently possible losses for investors.

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SLIDE 17

Agenda

17

  • Executive Summary
  • OBG Program
  • Residential and Commercial Mortgage Market
  • Appendix
  • Pass-Through vs Soft Bullet
  • Legal framework and Programme's tests
  • Main Underwriting criteria and Collection Policies
  • Current Cover Pool as of 30 June 2017
  • Contacts

4 1 2 3

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SLIDE 18

18

Legal Framework and Programme's Tests Italian legal framework: Secondary level provisions

Ministry of Economy and Finance

  • Decree 310/06 sets out among others:
  • Eligibility criteria of the assets in the cover pool
  • The substitution/integration of assets
  • Over-collateralization levels, contractually agreed by the

parties Bank of Italy

  • Supervisory regulations of 24th June 2014
  • Banks requirements to be an eligible issuer
  • Criteria for the assets evaluation
  • Limits of integration with supplemental eligible assets

(15%)

  • Internal

and external control (Including asset monitor auditing and banks monitoring)

Appendix

Assets eligible for the assignment:  Residential mortgages with a maximum LTV of 80%  Commercial mortgages with a maximum LTV of 60%  Loans/securities issued or guaranteed by Public Entities with the following requirements:  Located in the EEA or in Switzerland with a maximum risk- weighting of 20% (Revised Standardized Approach - RSA)  Located outside the EEA and Switzerland (limit of 10% of the cover pool) with a 0% or 20% risk-weighting (RSA) under the standardized approach  ABS with specific requirements  At least 95% of the underlying assets represented by eligible receivables;  No subordination to any other class of issued notes;  20% risk weighting under the standardized approach, thus minimum AA- rating or equivalent

Banks requirements:  Consolidated regulatory capital of at least EUR 250 mln  Common Equity Tier 1 ratio of at least 6%  Tier 1 ratio of at least 7.5% Limits of assets assignment to protect unsecured creditors from an excessive spoiling of issuing bank net assets: Bank ratio Limits (% of eligible assets) CET I >8% Up to 100% Tier I ratio >9.5% CET I >7% Up to 60% Tier I ratio >8.5% CET I >6% Up to 25% Tier I ratio >7.5%  The transfer of assets is based on a primary legislation (Law 130/99 - art. 7 bis) introduced in May 2005. This governs the true sale and segregation of assets.  OBG Holders are protected by legally required tests (the “Mandatory Tests”) as well as contractual over collateralization. The tests are reviewed by an independent audit firm acting as Asset Monitor

4 1 2 3

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SLIDE 19

19

Legal Framework and Programme's Tests A series of statutory tests provide ongoing asset coverage

* For additional information on how the tests are performed please refer to the Prospectus ** To be performed only post OBG Guarantor Event of Default

*

Appendix

4 1 2 3

The Amortization Test is met if the OBG Guarantor’s assets adjusted on a conservative way to consider the current status of the assets (for example: in arrears receivables or in default receivables) is at least equal to the aggregate amount of the OBG outstanding.

Amortization Test **

For so long as the OBG remain outstanding, the Seller and the Issuer shall procure on a continuing basis that the OBG Guarantor assets adjusted on a conservative way to consider Rating Agencies stresses is at least equal to aggregate amount of the OBG outstanding.

Over – Collateralization Test

The net present value of the assets being part of the cover pool net of all transaction costs of the assignee company, including the expected expenses and the costs of any hedging agreements to cover financial risks, is at least equal to the net present value of the OBG outstanding.

Net Present Value Test

The nominal value of the assets constituting the cover pool is at least equal to aggregate amount

  • f the OBG outstanding.

Nominal Value Test

Interest and other proceeds deriving from the assets being part of the cover pool net of all the costs of the assignee company, are enough to cover the interests and costs due by the issuing bank on the OBG outstanding, taking into account any hedging agreements to cover financial risks entered into in connection with the transaction.

Interest Coverage Test

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SLIDE 20

20

Legal Framework and Programme's Tests

Overcollateralization Test and Amortization Test

  • Calculated on a quarterly basis and prior to the issuance of a new series of

covered bonds

Overcollateralisation Test

  • Calculated on a monthly basis following an Issuer event of default has
  • ccurred

Amortization Test

  • Both tests have the scope to ensure that cover assets are sufficient to redeem the outstanding covered bonds

(A+B+C+D+E) – Z ≥ W A: means the sum of the principal amount of the mortgage receivables adjusted for the loan status (arrears and defaulted), OLTV limit and the Asset Percentage (1/OC-1). B: means the balance of the Accounts opened with the Account Bank C: means the balance of the Eligible Investments D: means the aggregate Outstanding Principal Balance of all ABS Securities comprised in the Eligible Portfolio, adjusted, among other, for the Asset Percentage E: means the aggregate Outstanding Principal Balance of the Public Securities, adjusted, among other, by the Asset Percentage Z: means the negative Carry Factor W: means the sum of all covered bonds outstanding

  • Asset Percentage: In case the issuer is rated below 'A3'/'P2' by Moody's

Set-off risk and commingling risk are factored into the Asset Percentage calculation

  • Negative Carry Factor: The amount resulting from the multiplication of:
  • The positive difference between:
  • WA residual life of the OBG
  • WA life of the Portfolio
  • the Outstanding Principal Balance of the OBG
  • the Negative Carry Corrector (WA Margin payable on the OBG plus

0.5%)

  • Asset Percentage: (A + B + C + D + E) – Z must be at least equal to the
  • utstanding covered bonds increased by 75% of the latest OC equivalent

to the level of AP used in the Over-Collateralisation

  • Negative Carry Factor: The amount resulting from the sum of :
  • The same amount calculated in the overcollateralization test
  • Any positive amount resulting from:
  • Sum of interest payable on all the series of OBG up to the relevant

maturity date; plus

  • The product of:
  • the maximum between zero and the difference between the

WA life of the Portfolio and the WA life of the OBG;

  • the aggregate Principal Amount Outstanding of all Series on

the previous calendar month

  • the weighted interest rate payable on the OBG after the

Maturity Date: minus

  • Any interest cash flows expected to be deposited in the Accounts
  • A breach of the test not remedied within one month will lead to an Issuer

Event of Default.

  • A breach of the test not remedied within one month will lead to an

Guarantor Event of Default and all the covered bonds would become immediately due

4 1 2 3

Appendix

When it is calculated Rationale Calculation Specific Calculations Breach of Tests

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SLIDE 21

Agenda

21

  • Executive Summary
  • OBG Program
  • Residential and Commercial Mortgage Market
  • Appendix
  • Pass-Through vs Soft Bullet
  • Legal framework and Programme's tests
  • Main Underwriting criteria and Collection Policies
  • Current Cover Pool as of 30 june 2017
  • Contacts

4 1 2 3

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SLIDE 22

22

Main underwriting Criteria and Collection Policies Residential Mortgage Loans

  • The agent fills in the application

form.

  • Submission of documentary

evidence (register information, evidence of income, etc.).

  • Registration of all the names

involved in the process and validation of the information.

  • Scanning of all the documents and

delivery to UniCredit Spa .

  • UniCredit Spa checks that

the information provided is in line with the credit policies/requirements*.

  • UniCredit Spa completes

the data input in its IT system (EMP).

  • UniCredit Spa starts the

credit scoring process.

  • UniCredit Spa gives a

preliminary assessment on the mortgage

  • UniCredit Spa checks the

mortgage and the appraisal along with the Property Valuation and the Preliminary Certified Report (Relazione Notarile Preliminare – “RNP”).

Data Entry Controls Evaluation of Borrower’s Creditworthiness Technical/ Legal Preliminary Analysis

* In the Banking Business the control of the documents is after evaluation of borrower’s creditworthiness.

  • Credit approval is carried out solely by UniCredit Spa and all potential borrowers are subject to the same underwriting criteria.
  • The credit approval process has been developed during the years according to the wide experience of all entities belonging to

the former retail division of the UniCredit Group.

  • Fundamentally it is based on a Credit Scoring Tool and some key Policy Rules.
  • All information processed comes from a multi-source channel and are checked both internally and by means of credit

bureaux.

  • The internal credit approval procedure completed for the residential mortgage loans originated by UniCredit Spa, also for

those included in the Portfolio, follows a 7-step process:

1 2 3 4

4 1 2 3

Appendix

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SLIDE 23

23

Electronic Procedure Front End Client Application

Preliminary information about the borrower/ guarantor uploaded into the IT system

Accepted Client (Cliente Desiderato) Rejected Client (Cliente Non Desiderato) Credit Bureaux WHITE RATING (Rating Bianco) BLACK RATING (Rating Nero) Score <= Cut Off Score > Cut Off No Policy Rules Policy Rules Credit Rejected Positive Outcome (Esito Proponibile) Negative Outcome (Esito Nero) Higher Decision Making Bodies Power Outcome (Esito Facoltá Strutture Crediti.) Higher Decision Making Bodies Policy Rules Credit Approval (By the relevant deliberating entity) Commercial Network

  • The credit scoring system used by UniCredit Spa is

composed of the two following elements:

  • S.E.M. (Strategic Execution Module), based on

statistic evaluation (mainly behavioural and social/ demographic variables) which assigns to each potential borrower a credit score. The score can be above a predetermined level (above cut-off: positive output), or below it (below cut-off: negative output).

  • Policy Rules, series of credit policy rules.

Delegated Decision Making Bodies within The Network*(Facoltà strutture Network) Within the limits of their decision-making power.

5 6 7

Main underwriting Criteria and Collection Policies

Residential Mortgage Loans

4 1 2 3

Appendix

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SLIDE 24

24

  • UniCredit Spa approves the

mortgage.

  • The electronic contract is sent to

UBIS / UniCredit Spa for further activities.

  • UBIS / UniCredit Spa checks the

documentation received.

  • UBIS / UniCredit Spa performs the

census inside its IT systems.

  • UBIS / UniCredit Spa prepares the

documentation for the signing and sends it to the Notary Public.

  • UBIS / UniCredit Spa receives the

executed copies of the loan agreement.

  • UBIS completes the remaining

information required by the system.

  • UBIS activates, where necessary, the

Direct Debit in the interbank system.

Approval Completion of the Contract Signing and Disbursement

  • UBIS (UniCredit Business Integrated Solutions) is the entity belonging to the UniCredit Group

specialized in all the administrative and back-office activities, supporting UniCredit Spa with the completion of the process with respect to all the necessary formality.

  • A copy of all the signed agreements are kept/filed on a separate physical archive and are also

scanned/digitalized and saved into UniCredit Spa’s drives.

  • Regular audits are conducted by internal audit.
  • The process is therefore monitored on an on-going basis and periodical reports certify both the

quality of the process and the quality of the information/data input within the system.

Main underwriting Criteria and Collection Policies

Residential Mortgage Loans

4 1 2 3

Appendix

slide-25
SLIDE 25

25

  • Cu.Re. Department, trough GEMO IT

system, identifies delinquent customer.

  • Cu.Re. asks the borrower to pay the

instalment in arrears, contacting him regularly by phone (and tracking this activity).

  • Cu.Re. identifies the reasons for the

delay and ascertains the intentions

  • f the client.
  • The file is passed to the Adv & DtD

Collection Unit.

  • Applying an asset management

approach ADV Collection contacts the customers in order to identify a recovery solution

  • Negatives files are managed by

external agencies with two Door to Door collection trial (The second trial is available only on “negatives”

  • f the first trial).
  • The

Door to Door Collection mandates usually last 45 days (extendible to 60).

  • The external agencies can directly

collect the amounts due.

  • Cu. Re. Department – Analysis & Default

Classification Unit evaluates and classifies as “doubtful” the customer.

  • The

file is transferred to DOBANK automatically (UniCredit IT System interfaces with EPC, UCMB’s IT system).

  • DOBANK has a full mandate to represent

UniCredit.

  • DOBANK will try to recover the amount

without legal recourse.

  • If legal recourse is needed, DOBANK will

propose to UniCredit to classify the position as defaulted (“sofferenza”).

  • DOBANK mandates can end either with the

complete/partial recovery of the overdue amount.

5 – 105 Days 106 – 270 Days (Extensible to 300d) From the 10th Instalment Overdue

From the Instalment Due Date (Approx) Involved Entities Main Activities

Cu.Re - Soft Collection (1) Cu.Re - Advanced & Door to Door Collection (1) DOBANK

(1) Cu.Re. (Customer Recovery): UniCredit department in charge of the centralised management of arrears, divided into Soft collection Unit and Adv & DtD Collection Unit.

Main underwriting Criteria and Collection Policies Residential Mortgage Loans

4 1 2 3

Appendix

slide-26
SLIDE 26

26

Information gathering Credit worthiness assessment

 Collection of all necessary

information to assess the risk associated to the proposed transaction

 Analysis of ability to repay in

  • rder to assess the overall

credit risk and rating assignment (transaction and collateral analysis)

 Rating override can be

requested, according to a predefined process

 Decision on proposed

exposure by competent body

 Execution of formal acts

related to the collateral acquisition and loan disbursement

 Client repayment of the

loan via RID or MAV payment methods

Description Key Roles

 Relationship Manager  Depending on authority levels

and complexity of the transaction more than one actors can be involved:

  • Relationship Manager/

Credit Analyst, Regional Credit Center

 Depending on authority levels:

  • Relationship Manager/

Commercial Network

  • Regional Credit Center
  • Credit Hubs
  • Head Office UW bodies

Disbursement and Loans repayment Decision

1 2 3 4

Main underwriting Criteria and Collection Policies

Secured Commercial Mortgage Loans

4 1 2 3

Appendix

slide-27
SLIDE 27

27

Integrated Rating Exceptions Total Exposure Total exposure calculation Policy rules validation Behavioural evaluation Application evaluation Credit Approval Authority is based upon total exposure weighted by clients risk.

 The Creditworthiness assessment determines main indicators to support the credit decision based on the application information:

INFORMATION OUTPUT FOR CREDIT AUTHORITY APPROVAL

1 2 3 4

Application information

Main underwriting Criteria and Collection Policies

Secured Commercial Mortgage Loans

4 1 2 3

Appendix

slide-28
SLIDE 28

28

Application evaluation Behavioural evaluation  Creditworthiness Assessment: First assessment of the client’s repayment ability and suitability of the credit purpose  Qualitative Information: Client’s additional subjective information based on the Relationship Manager’s experience and knowledge of the client / Trend of industrial sector  The client's debt repayment ability is checked with external credit bureau, by checking both public sources (e.g. Bank of Italy "Centrale Rischi") and private ones (e.g. Experian, CRIF) at the time of the application and thereafter with a monthly frequency  Loan's purpose has to be suitable with debtor's economic activity in a long term perspective

Information Description

1 2

Policy Rules validation  The application information are processed in accordance with the policy rules to check the presence of exceptions regarding:  General granting rules: to be applied when, independently from the requested product, specific conditions related to applicant / related entities / guarantors characteristics, collateral characteristics, Total exposure amount exist  Product granting rules: to be applied when, in relation to a specific product on request, specific conditions exist related to product characteristics (e.g. number of instalments/tenor, amount on request, own contribution, loan purpose), collateral characteristics (e.g. product specific collateral coverage ratio), exposure amount, grantable amount  When “Exceptions” are identified automatically by the system, a warning signal informs on the nature of the exception and the application is forwarded automatically to Head Quarter Level: if the exception relates to specific and very high risk credit rules (e.g. Delinquency Status) the request should be declined 3 Total exposure  Total exposure is the maximum risk associated to the applicant or its economic group, if any. Together with the exposure by product, it must be taken into account in the definition of the authority level for the final decision.

4

Main underwriting Criteria and Collection Policies

Secured Commercial Mortgage Loans

4 1 2 3

Appendix

slide-29
SLIDE 29

29

DECISIONAL PROCESS  Potentially risky clients

are identified, using automated statistical model and/ or by the Relationship Manager’s initiative

 Proposal of new risk

classification is sent to or initiated by Relationship Manager

 Behavioural Models &

Triggers* are registered and used for proposal classification and the information on them is sent to Relationship Manager

 Relationship

Manager proposes appropriate set of actions, depending

  • n risk classification

and outcome of analysis

 Monitoring Manager

confirms the set of actions

 Relationship

Manager also negotiates and agrees on actions with client

 Final decision on

appropriate set of actions is taken by authorized level in either Business or Monitoring, including exit strategies for clients with whom the relationship has to be terminated

 Relationship Manager

monitors thoroughly customer compliance with actions, while Monitoring Manager supports and monitors Relationship Managers actions

 If the client does not comply

with the measures, actions (such as transfer to Workout) are promptly undertaken

 Relationship

Manager analyzes clients identified as potentially risky

 Relationship

Manager proposes risk classifications and actions

 Decision on final

classification is made by Monitoring Manager

Risky Customer Identification Risk Classification Proposal Actions Proposal Action Definition Monitoring

 Relationship

Manager

 Relationship

Manager

 Monitoring

Manager

 Relationship

Manager

 Monitoring

Manager

 Relationship

Manager

 Monitoring Manager

(according with approval authority)

Description Key Roles

 Relationship Manager  Monitoring Manager

1 2 3 5 4

* Behavioral Models & Triggers include negative credit checks, bankruptcy agreements, reposessions, composition with creditors, etc.

Main underwriting Criteria and Collection Policies

Secured Commercial Mortgage Loans

4 1 2 3

Appendix

slide-30
SLIDE 30

Agenda

30

  • Executive Summary
  • OBG Program
  • Residential and Commercial Mortgage Market
  • Appendix
  • Pass-Through vs Soft Bullet
  • Legal framework and Programme's tests
  • Main Underwriting criteria and Collection Policies
  • Current Cover Pool as of 30 June 2017
  • Contacts

4 1 2 3

slide-31
SLIDE 31

Appendix: Current Cover Pool 31

Current Cover Pool

Residential Mortgage Loans

4 1 2 3

Breakdown by current Principal Balance

0% 10% 20% 30% 40%

0 - 50000 50000 - 100000 100000 - 150000 150000 - 200000 200000 - 300000 300000 -

  • ver

Breakdown by original Principal Balance

0% 10% 20% 30% 40%

0 - 50000 50000 - 100000 100000 - 150000 150000 - 200000 200000 - 300000 300000 -

  • ver

Breakdown by Seasoning (months)

0% 10% 20% 30% 40% 50% 60% 70%

0 - 12 12 - 24 24 - 36 36 - 60

  • ver 60

Breakdown by remaining months to maturity as % of outstanding amount

0% 10% 20% 30% 40%

0 - 120 120 - 160 160 - 240 240 - 280 280 - 320 320 - 360 360 - over

slide-32
SLIDE 32

Breakdown by current loan to value (indexed)

33,41% 15,86% 14,44% 16,63% 15,10% 4,57% 0% 20% 40%

0 - 40% 40% - 50% 50% - 60% 60% - 70% 70% - 80% > 80% 32

Showing upper limit per bucket (not included), performing PTF only

(*) the amount exceeding the 80% of LTVs is not taken into account while calculating the Tests

*

Current Cover Pool

Residential Mortgage Loans

4 1 2 3

Appendix: Current Cover Pool

Lower limit included

Breakdown by loan status (arrears by n. days)

98,04% 0,60% 0,33% 0,27% 0,20% 0,14% 0,13% 0,10% 0,06% 0,05% 0,07% 0% 20% 40% 60% 80% 100%

Refinincing 17,6% Purchase 82,4%

Breakdown by loan purpose Breakdown by interest rate type

Floating 71,1% Fixed 19,3% Optional 3,1% Modular 6,4%

slide-33
SLIDE 33

33

Current Cover Pool

Residential Mortgage Loans

4 1 2 3

Appendix: Current Cover Pool

Breakdown by UniCredit Employment

Other 95% UniCredit 5%

Breakdown by Employment Status

no Self Employed 89,5% Self Employed 10,5%

Breakdown by Property Geographical location

Centre 22,73% North 52,72% South 24,55%

slide-34
SLIDE 34

Breakdown by remaining maturity (years)

0% 10% 20% 30% 40% 50% 60% 70%

0-3 3-6 6-10 10-15 15-20 >20

0% 20% 40%

0-3 3-6 6-10 10-15 15-20 >20 34

WA Average: 10,59 Max: 25,48 Min: 3,55 WA Average: 7,04 Max: 29.17 Min: 0.00

(*) including loans with current balance < Eur 200 (**) including loans with remaining maturity < 0.1 years (**) Lower limit included Lower limit included Lower limit included Lower limit included

Current Cover Pool

Commercial Mortgage Loans

4 1 2 3

Appendix: Current Cover Pool

Breakdown by current Principal Balance (k Euro)

0% 10% 20% 30% 40% 50%

Breakdown by original Principal Balance (K Euro)

0% 10% 20% 30% 40%

Average: 184,551.91 Max: 24,205,291 Min: 5,8 (*)

Lower limit included

Breakdown by Seasoning (years)

Average: 470,945 Max: 35,274,006 Min: 2,803

slide-35
SLIDE 35

35

Breakdown by real estate type

Lower limit included

(*) the amount exceeding the 60% of LTVs is not taken into account while calculating the Tests

Current Cover Pool

commercial Mortgage Loans

* * *

4 1 2 3

Appendix: Current Cover Pool

Breakdown by interest rate type

Floating 89,18% Fixed 8,71% Optional 2,05% Modular 0,05%

Breakdown by Real Estate type

Commercial 61,3% Residential 38,7%

Breakdown by current loan to value (indexed)

71,35% 16,90% 7,92% 3,83% 0% 20% 40% 60% 80%

0 - 40% 40% - 50% 50% - 60% > 60%

*

Lower limit included

Breakdown by loan status (arrears by n. days)

98,81% 0,43% 0,35% 0,18% 0,05% 0,09% 0,04% 0,03% 0,01% 0,01% 0,00% 0% 20% 40% 60% 80% 100%

slide-36
SLIDE 36

36

Current Cover Pool

Commercial Mortgage Loans

4 1 2 3

Appendix: Current Cover Pool

Breakdown by Borrower concentration

1,83% 3,64% 4,58% 5,52% 6,29% 6,93% 7,57% 8,18% 8,78% 9,35% 0% 2% 4% 6% 8% 10%

Breakdown by Property Geographical location

Centre 22,95% North 52,39% South 24,65%

Breakdown by Borrower industry sector

0,90% 1,48% 2,32% 2,35% 2,50% 2,78% 2,80% 3,10% 3,24% 3,33% 3,34% 3,61% 13,38% 49,99%

0% 10% 20% 30% 40% 50%

slide-37
SLIDE 37

Agenda

37

  • Executive Summary
  • OBG Program
  • Residential and Commercial Mortgage Market
  • Appendix
  • Pass-Through vs Soft Bullet
  • Legal framework and Programme's tests
  • Main Underwriting criteria and Collection Policies
  • Current Cover Pool as of 30 June 2017
  • Contacts

4 1 2 3

slide-38
SLIDE 38

CONTACTS – UniCredit Group

CFO Department Alessandro Brusadelli Head of Group Finance Area

  • Tel. +39 02 8862 8387

Alessandro.Brusadelli@unicredit.eu Group Secured Funding Head of Secured Funding Luciano Chiarelli

  • Tel. +39 02 8862 3253

luciano.chiarelli@unicredit.eu Giorgio Frazzitta

  • Tel. +39 02 8862 2260

giorgio.frazzitta@unicredit.eu

38

UniCredit SpA

Investor Relations Mara Milani

  • Tel. +39 02 88620335

mara.milani@unicredit.eu Cristiana Cannizzaro

  • Tel. +39 02 88628324

Cristiana.Cannizzaro@unicredit.eu Alberto Isenburg

  • Tel. +39 02 88628697
  • Alberto. Isenburg@unicredit.eu

UniCredit Bank AG CIB

Structuring & Solutions Group Securitised Products – Global Head Paolo Montresor

  • Tel. +44 207 826 6502

paolo.montresor@unicredit.eu Andrea Modolo

  • Tel. +44 207 826 6505

Andrea.Modolo@unicredit.eu Davide Fiore

  • Tel. +44 207 826 6507

Davide.Fiore2@unicredit.eu Debt Capital Markets Global Co-Head of DCM Marco Bales

  • Tel. +49 89 378 14001

marco.bales@unicredit.de Global Co-Head of DCM Global Head of Syndication Christian Reusch

  • Tel. +49 89 378 12715

christian.reusch@unicredit.de Head of High Grade Syndicate Rüdiger Jungkunz

  • Tel. +49 89 378 15885

ruediger.jungkunz@unicredit.de Head of DCM Italy Luca Falco

  • Tel. +39 02 8862 0664

luca.falco@unicredit.de

slide-39
SLIDE 39

39

Disclaimer

The information in this publication is based on carefully selected sources believed to be reliable. However we do not make any representation as to its accuracy or completeness. The information set out herein may be subject to updating, revision and amendment and such information may change materially. Any opinions herein reflect our judgement at the date hereof and are subject to change without notice. Any investments presented in this report may be unsuitable for the investor depending on his or her specific investment

  • bjectives and financial position. Any reports provided herein are provided for general information purposes only and cannot substitute the obtaining of independent financial advice. Private investors should obtain the advice of their banker/broker about any

investments concerned prior to making them. Past performance should not be taken as an indication or guarantee of further performance, and no representation or warranty, express or implied, is made regarding future performance. Nothing in this publication is intended to create contractual obligations on any of UniCredit S.p.A. or UniCredit Corporate & Investment Banking (UniCredit Corporate & Investment Banking consists of UniCredit Bank AG, Munich, UniCredit Bank Austria AG, Vienna, UniCredit CAIB Securities UK Ltd. London and other members of the UniCredit Group). The information in this presentation is made available solely for information purposes only. This document may not be reproduced, redistributed or passed on to any other person(s), in whole or in part. This presentation does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities (including securities issued by UniCredit S.p.A or UniCredit Corporate & Investment Banking). This presentation does not constitute a recommendation regarding any securities (including securities issued by UniCredit S.p.A or UniCredit Corporate & Investment Banking). The information contained herein may include forward-looking statements. Any such forward-looking statements involve known and unknown risks and uncertainties. Factors that could cause a company's actual results, performance and financial condition to differ from its expectations include, without limitation, political uncertainty, changes in economic conditions that adversely affect the level of demand for the company’s products or services, changes in foreign exchange markets, changes in international and domestic financial markets, competitive environments and other factors relating to the foregoing. All forward-looking statements contained in this presentation are qualified in their entirety by this cautionary statement and neither UniCredit S.p.A. nor UniCredit Corporate & Investment Banking assumes any obligation, either directly or indirectly, explicitly or implicitly, to update or provide any additional information relating to such forward-looking statements. If this publication relates to securities subject to the Prospectus Directive it is sent to you on the basis that you are a “Qualified Investor” for the purposes of the directive or any relevant implementing legislation of a European Economic Area ("EEA") Member State which has implemented the Prospectus Directive and it must not be given to any person(s) who is not a Qualified Investor. By being in receipt of this publication you undertake that you will only offer or sell the securities described in this publication in circumstances which do not require the production of a prospectus under Article 3 of the Prospectus Directive or any relevant implementing legislation of an EEA Member State which has implemented the Prospectus Directive. UniCredit S.p.A. is regulated by both the Banca d'Italia and the Commissione Nazionale per le Società e la Borsa (CONSOB); UniCredit Bank AG is regulated by the German Financial Supervisory Authority (BaFin); UniCredit Bank Austria AG is regulated by the Austrian Financial Market Authority (FMA); UniCredit CAIB Securtities UK Ltd. is regulated by the Financial Services Authority (FSA); and UniCredit Bank AG Milan Branch is regulated by the Banca d'Italia and the Commissione Nazionale per le Società e la Borsa (CONSOB) and BaFin. Note to UK Residents: In the United Kingdom, this publication is being communicated on a confidential basis only to clients of UniCredit Corporate & Investment Banking Division (acting through UniCredit Bank AG, London Branch ("HVB London") and/or UniCredit CAIB Securities UK Ltd. who (i) have professional experience in matters relating to investments being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("FPO"); and/or (ii) are falling within Article 49(2) (a) – (d) ("high net worth companies, unincorporated associations etc.") of the FPO (or, to the extent that this publication relates to an unregulated collective scheme, to professional investors as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001; and/or (iii) to whom it may be lawful to communicate it, other than private investors (all such persons being referred to as "Relevant Persons"). This publication is only directed at Relevant Persons and any investment or investment activity to which this publication relates is only available to Relevant Persons or will be engaged in only with Relevant Persons. Solicitations resulting from this publication will only be responded to if the person concerned is a Relevant Person. Other persons should not rely or act upon this publication or any of its contents. The information provided herein (including any report set out herein) does not constitute a solicitation to buy or an offer to sell any securities. The information in this publication is based on carefully selected sources believed to be reliable but we do not make any representation as to its accuracy or completeness. Any opinions herein reflect our judgement at the date hereof and are subject to change without notice. We and/or any other entity of UniCredit Corporate & Investment Banking may from time to time with respect to securities mentioned in this publication (i) take a long or short position and buy or sell such securities; (ii) act as investment bankers and/or commercial bankers for issuers of such securities; (iii) be represented on the board of any issuers of such securities; (iv) engage in "market making" of such securities; (v) have a consulting relationship with any issuer. Any investments discussed or recommended in any report provided herein may be unsuitable for investors depending on their specific investment objectives and financial position. Any information provided herein is provided for general information purposes only and cannot substitute the obtaining of independent financial advice. HVB London is regulated by the Financial Services Authority for the conduct of business in the UK as well as by BaFIN, Germany. UniCredit CAIB Securities UK Ltd., London, a subsidiary of UniCredit Bank Austria AG, is authorised and regulated by the Financial Services Authority. Note to US Residents: The information provided herein or contained in any report provided herein is intended solely for institutional clients of UniCredit Corporate & Investment Banking acting through UniCredit Bank AG, New York Branch and UniCredit Capital Markets, Inc. (together "HVB") in the United States, and may not be used or relied upon by any other person for any purpose. It does not constitute a solicitation to buy or an offer to sell any securities under the Securities Act of 1933, as amended, or under any other US federal or state securities laws, rules or regulations. Investments in securities discussed herein may be unsuitable for investors, depending on their specific investment objectives, risk tolerance and financial position. In jurisdictions where HVB is not registered or licensed to trade in securities, commodities or other financial products, any transaction may be effected only in accordance with applicable laws and legislation, which may vary from jurisdiction to jurisdiction and may require that a transaction be made in accordance with applicable exemptions from registration or licensing requirements. All information contained herein is based on carefully selected sources believed to be reliable, but HVB makes no representations as to its accuracy or completeness. Any opinions contained herein reflect HVB's judgement as of the original date of publication, without regard to the date on which you may receive such information, and are subject to change without notice. HVB may have issued other reports that are inconsistent with, and reach different conclusions from, the information presented in any report provided herein. Those reports reflect the different assumptions, views and analytical methods of the analysts who prepared

  • them. Past performance should not be taken as an indication or guarantee of further performance, and no representation or warranty, express or implied, is made regarding future performance.

HVB and/or any other entity of UniCredit Corporate & Investment Banking may from time to time, with respect to any securities discussed herein: (i) take a long or short position and buy or sell such securities; (ii) act as investment and/or commercial bankers for issuers of such securities; (iii) be represented on the board of such issuers; (iv) engage in "market-making" of such securities; and (v) act as a paid consultant or adviser to any issuer. The information contained in any report provided herein may include forward-looking statements within the meaning of US federal securities laws that are subject to risks and uncertainties. Factors that could cause a company's actual results and financial condition to differ from its expectations include, without limitation: Political uncertainty, changes in economic conditions that adversely affect the level of demand for the company‘s products or services, changes in foreign exchange markets, changes in international and domestic financial markets, competitive environments and other factors relating to the foregoing. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement. Note to Italian Residents This document and the information provided herein or contained in any report provided herein are for distribution in Italy only to "qualified investors" (investitori qualificati), as this term is defined pursuant to Article 100, paragraph 1(a), of Legislative Decree no. 58 of 24 February 1998, as amended and restated from time to time (the Financial Services Act), and Article 34-ter, paragraph 1(b) of CONSOB Regulation no. 11971 of 14 May 1999, as amended and restated from time to time (the CONSOB Regulation), or in any other circumstance provided for by Article 100 of the Financial Services Act and Article 34-ter, CONSOB Regulation.